S-4

As filed with the Securities and Exchange Commission on November 25, 2008

Registration Statement No. 333-      

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

DR PEPPER SNAPPLE GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	2080	98-0517725
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

5301 Legacy Drive

Plano, Texas 75024

Telephone: (972) 673-7000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

See Table of Additional Registrant Guarantors Continued on the Next Page

James L. Baldwin, Jr.

5301 Legacy Drive

Plano, Texas 75024

Telephone: (972) 673-7000

(Name, address, including zip code, and telephone number, including area code, of agent of service)

with a copy to:

Stephen T. Giove

Lona S. Nallengara

Shearman & Sterling LLP

599 Lexington Avenue

New York, New York 10022

Telephone: (212) 848-4000

Approximate date of commencement of proposed sale to the public:  As soon as practicable after this Registration Statement becomes effective.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer þ Smaller reporting company o

(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum	Amount of
Title of Each Class of	Amount to be	Offering	Aggregate	Registration
Securities to be Registered	Registered(1)	Price per Unit(1)	Offering Price(1)	Fee
6.12% Senior Notes due 2013	$250,000,000	100%	$250,000,000	$9,825
Guarantees of 6.12% Senior Notes due 2013	N/A	N/A	N/A	N/A(2)
6.82% Senior Notes due 2018	$1,200,000,000	100%	$1,200,000,000	$47,160
Guarantees of 6.82% Senior Notes due 2018	N/A	N/A	N/A	N/A(2)
7.45% Senior Notes due 2038	$250,000,000	100%	$250,000,000	$9,825
Guarantees of 7.45% Senior Notes due 2038	N/A	N/A	N/A	N/A(2)

(1)	Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(f)(1) under the Securities Act of 1933, as amended (the “Securities Act”).
(2)	The guarantee by each of the additional registrants listed below of the principal and interest on the notes is also being registered hereby. No separate consideration will be received for the guarantees. Pursuant to Rule 457(n) under the Securities Act, no registration fee is required with respect to the guarantees.

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

	State or Other	Primary Standard
	Jurisdiction of	Industry
Exact Name of Registrant	Incorporation or	Classification	I.R.S. Employer
as Specified in its Charter	Organization	Number	Identification No.
A&W Concentrate Company(1)	Delaware	2080	22-2483659
Americas Beverages Management GP(1)	Nevada	2080	74-3218345
AmTrans, Inc.(2)	Illinois	2080	36-2682881
Berkeley Square U.S., Inc.(1)	Delaware	2080	74-3257868
Beverage Investments LLC(1)	Delaware	2080	74-3218356
Beverages Delaware Inc.(1)	Delaware	2080	51-0345374
DP Beverages Inc.(1)	Delaware	2080	04-2492250
DPS Americas Beverages Investments, Inc.(1)	Delaware	2080	98-0517785
DPS Americas Beverages, LLC(1)	Delaware	2080	N/A
DPS Beverages, Inc.(1)	Delaware	2080	55-0883062
DPS Business Services, Inc.(1)	Delaware	2080	06-1414002
DPS Finance I, Inc.(1)	Delaware	2080	52-2006160
DPS Finance II, Inc.(1)	Delaware	2080	30-0159342
DPS Holdings Inc.(1)	Delaware	2080	06-1074905
DPS Holdings U.S.(1)	Nevada	2080	06-1076995
Dr Pepper Company(1)	Delaware	2080	75-2495144
Dr Pepper/Seven-Up Beverage Sales Company(1)	Texas	2080	75-1554102
Dr Pepper/Seven Up Manufacturing Company(3)	Delaware	2080	74-2690781
Dr Pepper/Seven Up, Inc.(1)	Delaware	2080	75-2233365
High Ridge Investments US, Inc.(1)	Delaware	2080	74-3257869
International Beverages Investments GP(1)	Delaware	2080	74-3218364
International Investments Management LLC(1)	Delaware	2080	N/A
Mott’s General Partnership(1)	Nevada	2080	26-2092489
Mott’s LLP(1)	Delaware	2080	90-0237006
MSSI LLC(1)	Delaware	2080	77-0667192
Nantucket Allserve, Inc.(1)	Massachusetts	2080	04-3093808
Nuthatch Trading US, Inc.(1)	Delaware	2080	42-1762066
Pacific Snapple Distributors, Inc.(1)	California	2080	33-0390611
Royal Crown Company, Inc.(1)	Delaware	2080	58-1316061
Snapple Beverage Corp.(1)	Delaware	2080	04-3149065
Snapple Distributors, Inc.(1)	Delaware	2080	11-3199405
Southeast-Atlantic Beverage Corporation(1)	Florida	2080	59-2741848
The American Bottling Company(1)	Delaware	2080	36-4223626

(1)	Registrant’s address is 5301 Legacy Dr., Plano, TX 75024. Telephone: 972-673-7000
(2)	Registrant’s address is 400 N. Wolf Road, Northlake, IL 60164. Telephone: 708-449-2600
(3)	Registrant’s address is 8900 Page Ave., St. Louis, MO 63114. Telephone: 314-426-8200

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED NOVEMBER 25, 2008.

Prospectus

Dr Pepper Snapple Group, Inc.

Offer to Exchange

all outstanding unregistered 6.12% Senior Notes due 2013 ($250,000,000 aggregate principal amount)

for

6.12% Senior Notes due 2013 that have been registered under the Securities Act of 1933

and

all outstanding unregistered 6.82% Senior Notes due 2018 ($1,200,000,000 aggregate principal amount)

for

6.82% Senior Notes due 2018 that have been registered under the Securities Act of 1933

and

all outstanding unregistered 7.45% Senior Notes due 2038 ($250,000,000 aggregate principal amount)

for

7.45% Senior Notes due 2038 that have been registered under the Securities Act of 1933

Fully and unconditionally guaranteed as to payment of principal and interest by the Subsidiary Guarantors

This prospectus and accompanying letter of transmittal relate to our proposed offer to exchange up to $250,000,000 aggregate principal amount of 6.12% exchange senior notes due 2013, $1,200,000,000 aggregate principal amount of 6.82% exchange senior notes due 2018 and $250,000,000 aggregate principal amount of 7.45% exchange senior notes due 2038, which are registered under the Securities Act of 1933, as amended, for any and all of its unregistered 6.12% senior notes due 2013, unregistered 6.82% senior notes due 2018 and unregistered 7.45% senior notes due 2038 that were issued on April 30, 2008. The exchange notes are guaranteed as to payment of principal and interest by all of our domestic subsidiaries (except for two immaterial subsidiaries associated with our charitable foundations) (the “subsidiary guarantors”). The unregistered notes have certain transfer restrictions. The exchange notes will be freely transferable.

The principal features of the exchange offer are as follows:

•  THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON          , 2008, UNLESS WE EXTEND THE OFFER.

•  You may withdraw tendered outstanding unregistered notes at any time prior to the expiration of the exchange offer.

•  We will exchange all outstanding unregistered notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer for an equal principal amount of exchange notes.

•  The terms of the exchange notes to be issued are substantially similar to the unregistered notes, except they are registered under the Securities Act, do not have any transfer restrictions, do not have registration rights or rights to additional interest and are not subject to the special mandatory redemption feature.

•  The exchange of unregistered notes for exchange notes pursuant to the exchange offer will not be a taxable event for U.S. federal income tax purposes.

•  We will not receive any proceeds from the exchange offer.

•  We do not intend to apply for listing of the exchange notes on any securities exchange or automated quotation system.

Please see “Risk Factors” beginning on page 10 for a discussion of certain factors you should consider in connection with the exchange offer.

Neither the U.S. Securities and Exchange Commission nor any other federal or state agency has approved or disapproved of these securities to be distributed in the exchange offer, nor have any of these organizations determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is November   , 2008.

Each holder of an unregistered note wishing to accept the exchange offer must deliver the unregistered note to be exchanged, together with the letter of transmittal that accompanies this prospectus and any other required documentation, to the exchange agent identified in this prospectus. Alternatively, you may effect a tender of unregistered notes by book-entry transfer into the exchange agent’s account at The Depository Trust Company (“DTC”). All deliveries are at the risk of the holder. You can find detailed instructions concerning delivery in the section called “The Exchange Offer” in this prospectus and in the accompanying letter of transmittal.

If you are a broker-dealer that receives exchange notes for your own account, you must acknowledge that you will deliver a prospectus in connection with any resale of the exchange notes. The letter of transmittal accompanying this prospectus states that, by so acknowledging and by delivering a prospectus, you will not be deemed to admit that you are an “underwriter” within the meaning of the Securities Act. You may use this prospectus, as we may amend or supplement it in the future, for your resales of exchange notes. We will use commercially reasonable efforts to have the registration statement, of which this prospectus forms a part, remain effective until 180 days after          , 2008 for use by the participating broker-dealers. We will also amend or supplement this prospectus during this 180-day period, if requested by one or more participating broker-dealers, in order to expedite or facilitate such resales.

Table of Contents

	Page
ABOUT THIS PROSPECTUS		i
MARKET AND INDUSTRY DATA		i
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		ii
SUMMARY		1
RISK FACTORS		10
RATIO OF EARNINGS TO FIXED CHARGES		21
USE OF PROCEEDS		21
CAPITALIZATION		22
SELECTED HISTORICAL FINANCIAL DATA		23
SELECTED HISTORICAL QUARTERLY FINANCIAL DATA		25
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		26
BUSINESS		62
OUR RELATIONSHIP WITH CADBURY AFTER THE DISTRIBUTION		76
MANAGEMENT		82
DESCRIPTION OF OTHER INDEBTEDNESS		111
THE EXCHANGE OFFER		113
DESCRIPTION OF THE EXCHANGE NOTES		122
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS		143
PLAN OF DISTRIBUTION		147
LEGAL MATTERS		147
EXPERTS		147
WHERE YOU CAN FIND MORE INFORMATION		147
INDEX TO FINANCIAL STATEMENTS		F-1
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ABOUT THIS PROSPECTUS

References to “DPS,” “our company,” “we,” “us” and “our” refer to Dr Pepper Snapple Group, Inc. and its subsidiaries, except in each case where otherwise indicated or the context otherwise requires.

You should rely only on the information contained in this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date of this prospectus. Our business, financial condition, results of operations and prospects may have changed since this date.

The fiscal years presented in this prospectus are the 52-week periods ended December 31, 2007 and 2006, which we refer to as “2007” and “2006,” respectively, the 52-week period ended January 1, 2006, which we refer to as “2005,” and the 53-week period ended January 2, 2005, which we refer to as “2004.” Beginning in 2006, our fiscal year ends on December 31 of each year. In 2005 and 2004, the year end date represented the Sunday closest to December 31.

Whenever we refer in this prospectus to the 6.12% senior notes due 2013, 6.82% senior notes due 2018 and the 7.45% senior notes due 2038 issued on April 30, 2008, we will refer to them as the “unregistered notes.” Whenever we refer in this prospectus to the registered 6.12% senior notes due 2013, the registered 6.82% senior notes due 2018 and the registered 7.45% senior notes due 2038, we will refer to them as the “exchange notes.” The unregistered notes and the exchange notes are collectively referred to as the “notes.”

MARKET AND INDUSTRY DATA

The market and industry data in this prospectus is from independent industry sources, including ACNielsen, Beverage Digest and Canadean. Although we believe that these independent sources are reliable, we have not verified the accuracy or completeness of this data or any assumptions underlying such data.

ACNielsen, a business of The Nielsen Company, is a marketing information provider, primarily serving consumer packaged goods manufacturers and retailers. We use ACNielsen data as our primary management tool to

track market performance because it has broad and deep data coverage, is based on consumer transactions at retailers, and is reported to us monthly. ACNielsen data provides measurement and analysis of marketplace trends such as market share, retail pricing, promotional activity and distribution across various channels, retailers and geographies. Measured categories provided to us by ACNielsen Scantrack include flavored (non-cola) carbonated soft drinks (“CSDs”), energy drinks, single-serve bottled water, non-alcoholic mixers and non-carbonated beverages, including ready-to-drink teas, single-serve and multi-serve juice and juice drinks, and sports drinks. ACNielsen also provides data on other food items such as apple sauce. The ACNielsen data we present in this prospectus is from ACNielsen’s Scantrack service, which compiles data based on scanner transactions in certain sales channels, including grocery stores, mass merchandisers, drug chains, convenience stores and gas stations. However, this data does not include the fountain or vending channels, Wal-Mart or small independent retail outlets, which together represent a meaningful portion of the U.S. liquid refreshment beverage market and of our net sales and volume.

Beverage Digest is an independent beverage research company that publishes an annual Beverage Digest Fact Book. We use Beverage Digest primarily to track market share information and broad beverage and channel trends. This annual publication provides a compilation of data supplied by beverage companies. Beverage Digest covers the following categories: CSDs, energy drinks, bottled water and non-carbonated beverages (including ready-to-drink teas, juice and juice drinks and sports drinks). Beverage Digest data does not include multi-serve juice products or bottled water in packages of 1.5 liters or more. Data is reported for certain sales channels, including grocery stores, mass merchandisers, club stores, drug chains, convenience stores, gas stations, fountains, vending machines and the “up-and-down-the-street” channel consisting of small independent retail outlets.

We use both ACNielsen and Beverage Digest to assess both our own and our competitors’ performance and market share in the United States. Different market share rankings can result for a specific beverage category depending on whether data from ACNielsen or Beverage Digest is used, in part because of the differences in the sales channels reported by each source. For example, because the fountain channel (where we have a relatively small business except for Dr Pepper) is not included in ACNielsen data, our market share using the ACNielsen data is generally higher for our CSD portfolio than the Beverage Digest data, which does include the fountain channel.

Canadean is a market research and data management company focusing on the international beverage industry and its suppliers. Beverage categories measured by Canadean include packaged water, carbonates, juice, nectars, still drinks, iced/ready-to-drink tea drinks, squash/syrups and fruit powders, sports drinks and energy drinks. Canadean provides data for certain sales channels, including off-premise distribution such as supermarkets, hypermarkets, department stores, “mom and pop” outlets, delicatessens, pharmacies/drugstores, street stalls, specialist drink shops and on-premise distribution such as vending machines, quick service restaurants, eating, drinking and accommodation establishments and institutions. We use Canadean data to assess both our own and our competitors’ performance and market share in Canada and Mexico.

In this prospectus, all information regarding the beverage market in the United States is from Beverage Digest, and, except as otherwise indicated, is from 2006. All information regarding the beverage market in Canada and Mexico is from Canadean and is from 2006. All information regarding our brand market positions in the United States is from ACNielsen and is based on retail dollar sales in 2007. All information regarding our brand market positions in Canada is from ACNielsen and is based on volume in 2007. All information regarding our brand market positions in Mexico is from Canadean and is based on volume in 2007.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements including, in particular, statements about future events, future financial performance, plans, strategies, expectations, prospects, competitive environment, regulation and availability of raw materials. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “may,” “will,” “expect,” “anticipate,” “believe,” “estimate,” “plan,” “intend” or the negative of these terms or similar expressions in this prospectus. We have based these forward-looking statements on our current views with respect to future events and financial performance. Our actual financial performance could differ materially from those projected in the forward-looking statements due to the inherent uncertainty of estimates, forecasts and projections, and our financial performance

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may be better or worse than anticipated. Given these uncertainties, you should not put undue reliance on any forward-looking statements.

Our forward-looking statements are subject to risks and uncertainties, including:

•  the highly competitive markets in which we operate and our ability to compete with companies that have significant financial resources;

•  changes in consumer preferences, trends and health concerns;

•  increases in cost of materials or supplies used in our business;

•  shortages of materials used in our business;

•  substantial disruption at our beverage concentrates manufacturing facility or our other manufacturing facilities;

•  our products meeting health and safety standards or contamination of our products;

•  need for substantial investment and restructuring at our production, distribution and other facilities;

•  weather and climate changes;

•  maintaining our relationships with our large retail customers;

•  dependence on third-party bottling and distribution companies;

•  infringement of our intellectual property rights by third parties, intellectual property claims against us or adverse events regarding licensed intellectual property;

•  litigation claims or legal proceedings against us;

•  our ability to comply with, or changes in, governmental regulations in the countries in which we operate;

•  strikes or work stoppages;

•  our ability to retain or recruit qualified personnel;

•  increases in the cost of employee benefits;

•  disruptions to our information systems and third-party service providers;

•  failure of our acquisition and integration strategies;

•  future impairment of our goodwill and other intangible assets;

•  need to service a significant amount of debt;

•  negative impact on our financial results caused by recent global financial events;

•  completing our current organizational restructuring;

•  risks relating to our agreement to indemnify, and be indemnified by, Cadbury for certain taxes; and

•  other factors discussed under “Risk Factors” and elsewhere in this prospectus.

Forward-looking statements represent our estimates and assumptions only as of the date that they were made. We do not undertake any duty to update the forward-looking statements, and the estimates and assumptions associated with them, after the date of this prospectus, except to the extent required by applicable securities laws. All of the forward-looking statements are qualified in their entirety by reference to the factors discussed above and under “Risk Factors” and elsewhere in this prospectus. These risk factors may not be exhaustive as we operate in a continually changing business environment with new risks emerging from time to time that we are unable to predict or that we currently do not expect to have a material adverse effect on our business. You should carefully read this prospectus in its entirety as it contains important information about our business and the risks we face.

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SUMMARY

The following summary contains basic information about our company and the exchange offer. It likely does not contain all of the information that is important to you. Before you make an investment decision, you should review this prospectus in its entirety, including the risk factors, our financial statements and the related notes appearing elsewhere in this prospectus.

Dr Pepper Snapple Group, Inc.

Formation of Our Company and Separation from Cadbury

Cadbury Schweppes plc (“Cadbury Schweppes”) separated its beverage business in the United States, Canada, Mexico and the Caribbean (the “Americas Beverages business”) from its global confectionery business and its other beverage business (located principally in Australia) by contributing the subsidiaries that operated its Americas Beverages business to Dr Pepper Snapple Group, Inc. The separation involved a number of steps, and as a result of these steps:

•  On May 2, 2008, Cadbury plc (“Cadbury plc”) became the parent company of Cadbury Schweppes.

•  On May 7, 2008, Cadbury plc separated its Americas Beverages business from its global confectionery business by contributing the subsidiaries that operated its Americas Beverages business to us. In return for the transfer of the Americas Beverages business, we distributed our common stock to Cadbury plc shareholders. On May 7, 2008, we became an independent publicly-traded company listed on the New York Stock Exchange under the symbol “DPS”.

Cadbury plc and Cadbury Schweppes are hereafter collectively referred to as “Cadbury” unless otherwise indicated.

Prior to separation, Dr Pepper Snapple Group, Inc. did not have any operations.

In connection with the distribution of the Dr Pepper Snapple Group, Inc. common stock, we filed a Registration Statement on Form 10 (File No. 001-33829) with the Securities and Exchange Commission (the “SEC”) that was declared effective on April 22, 2008. The Registration Statement on Form 10 describes the details of the distribution and provides information regarding our business and management.

We entered into a Separation and Distribution Agreement, Transition Services Agreement, Tax Sharing and Indemnification Agreement (“Tax Indemnity Agreement”) and Employee Matters Agreement with Cadbury, each dated as of May 1, 2008. Upon separation from Cadbury, we settled debt and other balances with Cadbury, eliminated Cadbury’s net investment in us and purchased certain assets from Cadbury related to the our business.

Our Business

We are a leading integrated brand owner, bottler and distributor of non-alcoholic beverages in the United States, Canada, and Mexico with a diverse portfolio of flavored (non-cola) carbonated soft drinks (“CSDs”) and non-carbonated beverages (“NCBs”), including ready-to-drink teas, juices, juice drinks and mixers. Our brand portfolio includes popular CSD brands such as Dr Pepper, 7UP, Sunkist, A&W, Canada Dry, Schweppes, Squirt and Peñafiel, and NCB brands such as Snapple, Mott’s, Hawaiian Punch, Clamato, Mr & Mrs T, Margaritaville and Rose’s. Our largest brand, Dr Pepper, is the #2 selling flavored CSD in the United States according to ACNielsen. We have some of the most recognized beverage brands in North America, with significant consumer awareness levels and long histories that evoke strong emotional connections with consumers.

We operate as a brand owner, a bottler and a distributor through our four segments. We believe our brand ownership, bottling and distribution are more integrated than the U.S. operations of our principal competitors and that this differentiation provides us with a competitive advantage. We believe our integrated business model strengthens our route-to-market, provides opportunities for net sales and profit growth through the alignment of the economic interests of our brand ownership and our bottling and distribution businesses, enables us to be more

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flexible and responsive to the changing needs of our large retail customers and allows us to more fully leverage our scale and reduce costs by creating greater geographic manufacturing and distribution coverage.

Due to the integrated nature of our business model, we manage our business to maximize profitability for the company as a whole. While we were a subsidiary of Cadbury, we historically maintained our books and records, managed our business and reported our results based on International Financial Reporting Standards (“IFRS”). Our segment information has been prepared and presented on the basis which management uses to assess the performance of our segments, which is principally in accordance with IFRS. In addition, our current segment reporting structure is largely the result of acquiring and combining various portions of our business over the past several years. As a result, profitability trends in individual segments may not be consistent with the profitability of the company as a whole or comparable to our competitors. For example, certain funding and manufacturing arrangements between our Beverages concentrates and Finished Goods segments and our Bottling Group segment reduce the profitability of our Bottling Group segment while benefiting our other segments. The performance of our business and the compensation of our senior management team are largely dependent on the success of our integrated business model.

We report our business in four segments: Beverage Concentrates, Finished Goods, Bottling Group and Mexico and the Caribbean.

•  Our Beverage Concentrates segment reflects sales from the manufacture of concentrates and syrups in the United States and Canada. Most of the brands in this segment are CSD brands.

•  Our Finished Goods segment reflects sales from the manufacture and distribution of finished beverages and other products in the United States and Canada. Most of the brands in this segment are NCB brands.

•  Our Bottling Group segment reflects sales from the manufacture, bottling and/or distribution of finished beverages, including sales of our own brands and third-party owned brands.

•  Our Mexico and the Caribbean segment reflects sales from the manufacture, bottling and/or distribution of both concentrates and finished beverages in those geographies.

We have significant intersegment transactions. For example, our Bottling Group segment purchases concentrates at an arm’s length price from our Beverage Concentrates segment. We expect these purchases to account for approximately one-third of our Beverage Concentrates segment annual net sales and therefore drive a similar proportion of our Beverage Concentrates segment profitability. In addition, our Bottling Group segment purchases finished beverages from our Finished Goods segment and our Finished Goods segment purchases finished beverages from our Bottling Group segment. All intersegment transactions are eliminated in preparing our consolidated results of operations.

We incur selling, general and administrative expenses in each of our segments. In our segment reporting, the selling, general and administrative expenses of our Bottling Group and Mexico and the Caribbean segments relate primarily to those segments. However, as a result of our historical segment reporting policies, certain combined selling activities that support our Beverage Concentrates and Finished Goods segments have not been proportionally allocated between those two segments. We also incur certain centralized finance and corporate costs that support our entire business, which have not been directly allocated to our respective segments but rather have been allocated primarily to our Beverage Concentrates segment.

The beverage market is subject to some seasonal variations. Our beverage sales are generally higher during the warmer months and also can be influenced by the timing of holidays and religious festivals as well as weather fluctuations.

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Summary of the Exchange Offer

On April 30, 2008, we issued $250 million aggregate principal amount of unregistered 6.12% senior notes due 2013, $1,200 million aggregate principal amount of unregistered 6.82% senior notes due 2018 and $250 million aggregate principal amount of unregistered 7.45% senior notes due 2038. The unregistered notes are fully and unconditionally guaranteed as to payment of principal and interest by each of the subsidiary guarantors. On the same day, we and the initial purchasers of the unregistered notes entered into a registration rights agreement in which we agreed that you, as a holder of unregistered notes, would be entitled to exchange your unregistered notes for exchange notes registered under the Securities Act. This exchange offer is intended to satisfy these rights. After the exchange offer is completed, you will no longer be entitled to any registration rights with respect to your notes. The exchange notes will be our obligations and will be entitled to the benefits of the indenture relating to the notes. The exchange notes will also be fully and unconditionally guaranteed as to payment of principal and interest by each of the subsidiary guarantors listed in the Table of Additional Registrants. The form and terms of the exchange notes are identical in all material respects to the form and terms of the unregistered notes, except that:

•  the exchange notes have been registered under the Securities Act and, therefore, will contain no restrictive legends;

•  the exchange notes will not have registration rights;

•  the exchange notes will not have rights to additional interest; and

•  the exchange notes will not be subject to the special mandatory redemption feature, because we consummated our separation from Cadbury on May 7, 2008.

The Exchange Offer	We are offering to exchange any and all of our 6.12% exchange senior notes due 2013, 6.82% exchange senior notes due 2018 and 7.45% exchange senior notes due 2038, which have been registered under the Securities Act, for any and all of our outstanding unregistered 6.12% senior notes due 2013, unregistered 6.82% senior notes due 2018 and unregistered 7.45% senior notes due 2038 that were issued on April 30, 2008. As of the date of this prospectus, $250 million in aggregate principal amount of our unregistered 6.12% senior notes due 2013, $1,200 million in aggregate principal amount of our unregistered 6.82% senior notes due 2018 and $250 million in aggregate principal amount of our unregistered 7.45% senior notes due 2038 are outstanding.
Expiration of the Exchange Offer	The exchange offer will expire at 5:00 p.m., New York City time, on      , 2008, unless we decide to extend the exchange offer.
Conditions of the Exchange Offer	We will not be required to accept for exchange any unregistered notes, and may amend or terminate the exchange offer if any of the following conditions or events occurs:
	• the exchange offer or the making of any exchange by a holder of unregistered notes violates applicable law or any applicable interpretation of the staff of the SEC;
	• any action or proceeding shall have been instituted or threatened with respect to the exchange offer which, in our reasonable judgment, would impair our ability to proceed with the exchange offer; and
	• any laws, rules or regulations or applicable interpretations of the staff of the SEC are issued or promulgated which, in our good faith determination, do not permit us to effect the exchange offer.

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	We will give oral or written notice of any non-acceptance, amendment or termination to the registered holders of the unregistered notes as promptly as practicable. We reserve the right to waive any conditions of the exchange offer.
Resale of the Exchange Notes	Based on interpretative letters of the SEC staff to third parties unrelated to us, we believe that you can resell and transfer the exchange notes you receive pursuant to this exchange offer without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:
	• any exchange notes to be received by you will be acquired in the ordinary course of your business;
	• you are not engaged in, do not intend to engage in and have no arrangement or understanding with any person to engage in, the distribution of the unregistered notes or exchange notes;
	• you are not an “affiliate” (as defined in Rule 405 under the Securities Act) of ours, or, if you are such an affiliate, you will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;
	• if you are a broker-dealer, you have not entered into any arrangement or understanding with us or any of our “affiliates” to distribute the exchange notes; and
	• you are not acting on behalf of any person or entity that could not truthfully make these representations.
	If you wish to participate in the exchange offer, you must represent to us that these conditions have been met.
	If you are a broker-dealer and you will receive exchange notes for your own account in exchange for unregistered notes that were acquired as a result of market-making activities or other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale of the exchange notes. See “Plan of Distribution” for a description of the prospectus delivery obligations of broker-dealers.
Accrued Interest on the Exchange Notes and Unregistered Notes	The unregistered notes accrue interest from and including April 30, 2008. The first interest payment on the unregistered notes was made on November 1, 2008. The exchange notes will accrue interest from and including November 1, 2008. We will pay interest on the exchange notes semiannually on May 1 and November 1 of each year, commencing May 1, 2009.
	Holders of unregistered notes that are accepted for exchange will be deemed to have waived the right to receive any payment in respect of interest accrued from the date of the last interest payment date in respect of the unregistered notes until the date of the issuance of the exchange notes. Consequently, holders of exchange notes will receive the same interest payments that they would have received had they not accepted the exchange offer.

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Procedures for Tendering Unregistered Notes	If you wish to participate in the exchange offer, you must:
	• transmit a properly completed and signed letter of transmittal, and all other documents required by the letter of transmittal, to the exchange agent at the address set forth in the letter of transmittal. These materials must be received by the exchange agent before 5:00 p.m., New York City time, on          , 2008, the expiration date of the exchange offer. You must also provide physical delivery of your unregistered notes to the exchange agent’s address as set forth in the letter of transmittal. The letter of transmittal must also contain the representations you must make to us as described under “The Exchange Offer — Procedures for Tendering”; or
	• you may effect a tender of unregistered notes electronically by book-entry transfer into the exchange agent’s account at DTC. By tendering the unregistered notes by book-entry transfer, you must agree to be bound by the terms of the letter of transmittal.
Special Procedures for Beneficial Owners	If you are a beneficial owner of unregistered notes that are held through a broker, dealer, commercial bank, trust company or other nominee and you wish to tender such unregistered notes, you should contact the registered holder promptly and instruct them to tender your unregistered notes on your behalf.
Guaranteed Delivery Procedures for Unregistered Notes	If you cannot meet the expiration deadline, or you cannot deliver on time your unregistered notes, the letter of transmittal or any other required documentation, or comply on time with DTC’s standard operating procedures for electronic tenders, you may tender your unregistered notes according to the guaranteed delivery procedures set forth under “The Exchange Offer — Guaranteed Delivery Procedures.”
Acceptance of Outstanding Notes and Delivery of Exchange Notes	Subject to customary conditions, we will accept outstanding unregistered notes that are properly tendered in the exchange offer and not withdrawn prior to the expiration date. The exchange notes will be delivered as promptly as practicable following the expiration date.
Withdrawal Rights	You may withdraw the tender of your unregistered notes at any time prior to 5:00 p.m., New York City time, on          , 2008, the expiration date.
Consequences of Failure to Exchange	If you are eligible to participate in this exchange offer and you do not tender your unregistered notes as described in this prospectus, your unregistered notes may continue to be subject to transfer restrictions. As a result of the transfer restrictions and the availability of exchange notes, the market for the unregistered notes is likely to be much less liquid than before this exchange offer. The unregistered notes will, after this exchange offer, bear interest at the same rate as the exchange notes. The unregistered notes will not retain any rights under the registration rights agreement.
Certain United States Federal Income Tax Considerations	The exchange of the unregistered notes for exchange notes pursuant to the exchange offer will not be a taxable event for U.S. federal income tax purposes. See “Certain United States Federal Income Tax Considerations.”
Exchange Agent	Wells Fargo Bank, N.A., the trustee under the indenture, is serving as exchange agent in connection with the exchange offer.
Use of Proceeds	We will not receive any proceeds from the issuance of exchange notes in the exchange offer.

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Summary Description of the Exchange Notes

The following is a brief summary of some of the terms of the exchange notes. For a more complete description of the terms of the exchange notes, see “Description of the Exchange Notes” in this prospectus.

Issuer	Dr Pepper Snapple Group, Inc.
Exchange Notes	$250,000,000 aggregate principal amount of 6.12% exchange senior notes due 2013.
	$1,200,000,000 aggregate principal amount of 6.82% exchange senior notes due 2018.
	$250,000,000 aggregate principal amount of 7.45% exchange senior notes due 2038.
Maturities	The 6.12% exchange senior notes will mature on May 1, 2013.
	The 6.82% exchange senior notes will mature on May 1, 2018.
	The 7.45% exchange senior notes will mature on May 1, 2038.
Interest Payment Dates	May 1 and November 1 of each year, commencing May 1, 2009.
Optional Redemption	We may redeem the exchange notes of any series, in whole or in part from time to time, at our option, at a redemption price equal to the greater of (1) 100% of the principal amount of the exchange notes being redeemed and (2) the sum of the present value of the remaining scheduled payments of principal and interest in respect of the exchange notes being redeemed (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year of twelve 30-day months), at the Treasury Rate (as defined herein) plus 45 basis points in the case of 2013 notes, 45 basis points in the case of 2018 notes and 45 basis points in the case of the 2038 notes, plus, in each case, accrued and unpaid interest to the date of redemption. See “Description of the Exchange Notes — Optional Redemption.”
Offer to Repurchase Upon Change of Control Triggering Event	Upon the occurrence of a “Change of Control Triggering Event” (as defined herein), we will be required, unless we have exercised our right to redeem the exchange notes, within a specified period, to make an offer to purchase all exchange notes at a price equal to 101% of the principal amount, plus any accrued and unpaid interest to the date of repurchase. See “Description of the Exchange Notes — Offer to Repurchase Upon a Change of Control Triggering Event.”
Guarantees	The exchange notes will be fully and unconditionally guaranteed by all of our subsidiary guarantors.
Ranking	The exchange notes will be our unsecured and unsubordinated obligations and will rank equally with all of our current and future unsecured and unsubordinated indebtedness, including any borrowings under our senior credit facility, and senior to all of our future subordinated debt. The guarantees will be the subsidiary guarantors’ unsecured and unsubordinated obligations and will rank equally with all of the subsidiary guarantors’ current and future unsecured and unsubordinated indebtedness, including their guarantees of the senior credit facility, and senior to all of the subsidiary guarantors’ future subordinated debt. The exchange notes and the guarantees will effectively rank junior to any of our and the subsidiary guarantors’ current and future secured indebtedness to the

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	extent of the value of the assets securing such indebtedness. As of September 30, 2008, our and the subsidiary guarantors’ total secured indebtedness was approximately $19 million.
	The exchange notes will not be guaranteed by all of our subsidiaries and will therefore be effectively subordinated to all existing and future liabilities of our subsidiaries that are not guaranteeing the notes. For the nine months ended September 30, 2008, our non-guarantor subsidiaries accounted for $463 million and $118 million of our net sales and income from operations, respectively, representing 11% and 18%, respectively, of our net sales and income from operations on a combined basis. As of September 30, 2008, the total liabilities of our non-guarantor subsidiaries were $118 million, including trade payables, and the total assets of such subsidiaries were $564 million.
Certain Covenants	The indenture governing the exchange notes will, among other things, limit our ability to:
	• incur indebtedness secured by principal properties;
	• enter into certain sale and leaseback transactions with respect to principal properties; and
	• enter into certain mergers, consolidations and transfers of substantially all of our assets.
	The above restrictions are subject to significant exceptions. See “Description of the Exchange Notes — Certain Covenants.”
Sinking Fund	None.
Form and Denomination	The exchange notes will be issued only in fully registered form without coupons in minimum denominations of $2,000 and larger integral multiples of $1,000.
Absence of Existing Trading Market for the Exchange Notes; No Listing	There is no existing market for the exchange notes. See “Risk Factors — Risks Related to the Exchange Notes and the Exchange Offer — You may be unable to sell your exchange notes if a trading market for the exchange notes does not develop.” We do not intend to apply for listing of the exchange notes on any securities exchange or automated quotation system.
Use of Proceeds	We will not receive any proceeds from the issuance of exchange notes pursuant to the exchange offer.
Additional Notes Issuances	We may from time to time without the consent of the holders of the exchange notes create and issue additional exchange notes of the same series as the notes offered hereby.
Trustee	Wells Fargo Bank, N.A.
Risk Factors	See “Risk Factors” and the other information in this prospectus for a discussion of risk factors related to our business.

Corporate Information

Dr Pepper Snapple Group, Inc. is a corporation organized under the laws of the State of Delaware. Our principal executive offices are located at 5301 Legacy Drive, Plano, Texas 75024, and our telephone number is (972) 673-7000. Our worldwide web address is www.drpeppersnapplegroup.com. Information contained on our website is not a part of this prospectus.

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Summary Historical Financial Data

The following table presents our summary historical financial data. Our summary historical financial data presented below as of and for the nine months ended September 30, 2008 and 2007 have been derived from our unaudited condensed consolidated statements, included elsewhere in this prospectus. Our summary historical financial data presented below as of December 31, 2007 and 2006 and for the three fiscal years 2007, 2006 and 2005 have been derived from our audited combined financial statements, included elsewhere in this prospectus. Our summary historical balance sheet data presented below as of January 1, 2006 (the last day of fiscal 2005) have been derived from our accounting records, which are unaudited.

Upon separation, effective May 7, 2008, DPS became an independent company, with a new consolidated reporting structure. For the periods prior to May 7, 2008, the condensed combined financial statements have been prepared on a “carve-out” basis from Cadbury’s consolidated financial statements using the historical results of operations, assets and liabilities attributable to Cadbury’s Americas Beverages business and including allocations of expenses from Cadbury. The historical Cadbury’s Americas Beverages information is the Company’s predecessor financial information. The Company eliminated from its financial results all intercompany transactions between entities included in the combination and the intercompany transactions with its equity method investees.

The results included below and elsewhere in this prospectus are not necessarily indicative of the Company’s future performance and do not reflect DPS’ financial performance had it been an independent, publicly-traded company during the periods prior to May 7, 2008. You should read this information along with the information included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited and unaudited financial statements and the related notes thereto included elsewhere in this prospectus.

On May 2, 2006, we acquired approximately 55% of the outstanding shares of Dr Pepper/Seven Up Bottling Group, Inc. (“DPSUBG”), which combined with our pre-existing 45% ownership, resulted in our full ownership of DPSUBG. DPSUBG’s results have been included in the individual line items within our combined financial statements beginning on May 2, 2006. Prior to this date, the existing investment in DPSUBG was accounted for under the equity method and reflected in the line item captioned “equity in earnings of unconsolidated subsidiaries, net of tax.” In addition, on June 9, 2006 we acquired the assets of All American Bottling Company, on August 7, 2006 we acquired Seven Up Bottling Company of San Francisco and on July 11, 2007 we acquired Southeast-Atlantic Beverage Corp. (“SeaBev”). Each of these four acquisitions is included in our combined financial statements beginning on its date of acquisition. As a result, our financial data is not necessarily comparable on a period-to-period basis.

The summary historical financial and other data in the following tables should be read in conjunction with “Capitalization,” “Selected Historical Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited and unaudited financial statements and the related notes thereto included elsewhere in this prospectus.

	Nine Months Ended
	September 30,					Fiscal Year
	2008			2007		2007			2006			2005
	(Unaudited)
	(In millions, except per share data)
Statements of Operations Data:
Net sales	$	4,369		$	4,347	$	5,748		$	4,735		$	3,205
Cost of sales		2,003			1,984		2,617			1,994			1,120
Gross profit		2,366			2,363		3,131			2,741			2,085
Selling, general and administrative expenses		1,586			1,527		2,018			1,659			1,179
Depreciation and amortization		84			69		98			69			26
Impairment of intangible assets		—			—		6			—			—
Restructuring costs		31			36		76			27			10
Gain on disposal of property and intangible assets, net		(3	)		—		(71	)		(32	)		(36	)
Income from operations		668			731		1,004			1,018			906
Interest expense		199			195		253			257			210

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	Nine Months Ended
	September 30,						Fiscal Year
	2008			2007			2007			2006			2005
	(Unaudited)
	(In millions, except per share data)
Interest income		(30	)		(38	)		(64	)		(46	)		(40	)
Other (income) expense		(8	)		(2	)		(2	)		2			(51	)
Income before provision for income taxes, equity in earnings of unconsolidated subsidiaries and cumulative effect of change in accounting policy		507			576			817			805			787
Provision for income taxes		199			218			322			298			321
Income before equity in earnings of unconsolidated subsidiaries and cumulative effect of change in accounting policy		308			358			495			507			466
Equity in earnings of unconsolidated subsidiaries		1			1			2			3			21
Income before cumulative effect of change in accounting policy		309			359			497			510			487
Cumulative effect of change in accounting policy, net of tax		—			—			—			—			10
Net income	$	309		$	359		$	497		$	510		$	477
Earnings per share(1)	$	1.21		$	1.42		$	1.96		$	2.01		$	1.88
Balance Sheet Data:
Cash and cash equivalents	$	239		$	34		$	67		$	35		$	28
Total assets		9,822			10,896			10,528			9,346			7,433
Current portion of long-term debt		35			258			126			708			404
Long-term debt		3,587			2,969			2,912			3,084			2,858
Other non-current liabilities		2,002			1,381			1,460			1,321			1,013
Total invested equity		3,330			4,992			5,021			3,250			2,426
Statements of Cash Flows:
Cash provided by (used in):
Operating activities(2)	$	523		$	706		$	603		$	581		$	583
Investing activities		1,175			(1,450	)		(1,087	)		(502	)		283
Financing activities(2)		(1,523	)		742			515			(72	)		(815	)
Depreciation expense(3)		102			89			120			94			48
Amortization expense(3)		44			38			49			45			31
Capital expenditures		(203	)		(123	)		(230	)		(158	)		(44	)

(1)	Earnings per share (“EPS”) are computed by dividing net income by the weighted average number of common shares outstanding for the period. For all periods prior to May 7, 2008, the number of basic shares used is the number of shares outstanding on May 7, 2008, as no common stock of DPS was traded prior to May 7, 2008 and no DPS equity awards were outstanding for the prior periods. As of May 7, 2008, the number of basic shares includes the 512,580 shares related to former Cadbury Schweppes benefit plans converted to DPS shares on a daily volume weighted average.
(2)	The cash provided by operating and financing activities for the nine months ended September 30, 2007, reflect the effects of the restatement to cash flows, as more fully described in Note 19 to our unaudited condensed consolidated financial statements.
(3)	The depreciation and amortization expenses reflected in this section of the table represent our total depreciation and amortization expenses as reflected on our combined statements of cash flows. Depreciation and amortization expenses in our combined statements of operations data are reflected in various line items including “depreciation and amortization” and “cost of sales”.

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RISK FACTORS

You should carefully consider the risks described below before making a decision to participate in the exchange offer. You should also consider the other information included in this prospectus before making a decision to participate in the exchange offer. Any of the following risks, as well as other risks and uncertainties, could harm our business and financial results and cause the value of the notes to decline, which in turn could cause you to lose all or part of your investment.

Risks Related to Our Business

We operate in highly competitive markets.

Our industry is highly competitive. We compete with multinational corporations with significant financial resources, including Coca-Cola and PepsiCo. These competitors can use their resources and scale to rapidly respond to competitive pressures and changes in consumer preferences by introducing new products, reducing prices or increasing promotional activities. We also compete against a variety of smaller, regional and private label manufacturers. Smaller companies may be more innovative, better able to bring new products to market and better able to quickly exploit and serve niche markets. Our inability to compete effectively could result in a decline in our sales. As a result, we may have to reduce our prices or increase our spending on marketing, advertising and product innovation. Any of these could negatively affect our business and financial performance.

We may not effectively respond to changing consumer preferences, trends, health concerns and other factors.

Consumers’ preferences can change due to a variety of factors, including aging of the population, social trends, negative publicity, economic downturn or other factors. For example, consumers are increasingly concerned about health and wellness, and demand for regular CSDs has decreased as consumers have shifted towards low or no calorie soft drinks and, increasingly, to NCBs, such as water, ready-to-drink teas and sports drinks. If we do not effectively anticipate these trends and changing consumer preferences, then quickly develop new products in response, our sales could suffer. Developing and launching new products can be risky and expensive. We may not be successful in responding to changing markets and consumer preferences, and some of our competitors may be better able to respond to these changes, either of which could negatively affect our business and financial performance.

Costs for our raw materials may increase substantially.

The principal raw materials we use in our business are aluminum cans and ends, glass bottles, PET bottles and caps, paperboard packaging, high fructose corn syrup (“HFCS”) and other sweeteners, juice, fruit, electricity, fuel and water. The cost of the raw materials can fluctuate substantially. For example, aluminum, glass, PET and HFCS prices increased significantly in recent periods. In addition, we are significantly impacted by increases in fuel costs due to the large truck fleet we operate in our distribution businesses. Under many of our supply arrangements, the price we pay for raw materials fluctuates along with certain changes in underlying commodities costs, such as aluminum in the case of cans, natural gas in the case of glass bottles, resin in the case of PET bottles and caps, corn in the case of HFCS and pulp in the case of paperboard packaging. We expect these increases to continue to exert pressure on our costs and we may not be able to pass along any such increases to our customers or consumers, which could negatively affect our business and financial performance.

Certain raw materials we use are available from a limited number of suppliers and shortages could occur.

Some raw materials we use, such as aluminum cans and ends, glass bottles, PET bottles, HFCS and other ingredients, are available from only a few suppliers. If these suppliers are unable or unwilling to meet our requirements, we could suffer shortages or substantial cost increases. Changing suppliers can require long lead times. The failure of our suppliers to meet our needs could occur for many reasons, including fires, natural disasters, weather, manufacturing problems, disease, crop failure, strikes, transportation interruption, government regulation, political instability and terrorism. A failure of supply could also occur due to suppliers’ financial difficulties, including bankruptcy. Some of these risks may be more acute where the supplier or its plant is located in riskier or

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less-developed countries or regions. Any significant interruption to supply or cost increase could substantially harm our business and financial performance.

Substantial disruption to production at our beverage concentrates or other manufacturing facilities could occur.

A disruption in production at our beverage concentrates manufacturing facility, which manufactures almost all of our concentrates, could have a material adverse effect on our business. In addition, a disruption could occur at any of our other facilities or those of our suppliers, bottlers or distributors. The disruption could occur for many reasons, including fire, natural disasters, weather, manufacturing problems, disease, strikes, transportation interruption, government regulation or terrorism. Alternative facilities with sufficient capacity or capabilities may not be available, may cost substantially more or may take a significant time to start production, each of which could negatively affect our business and financial performance.

Our products may not meet health and safety standards or could become contaminated.

We have adopted various quality, environmental, health and safety standards. However, our products may still not meet these standards or could otherwise become contaminated. A failure to meet these standards or contamination could occur in our operations or those of our bottlers, distributors or suppliers. This could result in expensive production interruptions, recalls and liability claims. Moreover, negative publicity could be generated from false, unfounded or nominal liability claims or limited recalls. Any of these failures or occurrences could negatively affect our business and financial performance.

Our facilities and operations may require substantial investment and upgrading.

We are engaged in an ongoing program of investment and upgrading in our manufacturing, distribution and other facilities. We expect to incur substantial costs to upgrade or keep up-to-date various facilities and equipment or restructure our operations, including closing existing facilities or opening new ones. If our investment and restructuring costs are higher than anticipated or our business does not develop as anticipated to appropriately utilize new or upgraded facilities, our costs and financial performance could be negatively affected.

Weather and climate changes could adversely affect our business.

Unseasonable or unusual weather or long-term climate changes may negatively impact the price or availability of raw materials, energy and fuel, and demand for our products. Unusually cool weather during the summer months may result in reduced demand for our products and have a negative effect on our business and financial performance.

We depend on a small number of large retailers for a significant portion of our sales.

Food and beverage retailers in the United States have been consolidating. Consolidation has resulted in large, sophisticated retailers with increased buying power. They are in a better position to resist our price increases and demand lower prices. They also have leverage to require us to provide larger, more tailored promotional and product delivery programs. If we, and our bottlers and distributors, do not successfully provide appropriate marketing, product, packaging, pricing and service to these retailers, our product availability, sales and margins could suffer. Certain retailers make up a significant percentage of our products’ retail volume, including volume sold by our bottlers and distributors. For example, Wal-Mart Stores, Inc., the largest retailer of our products, represented approximately 10% of our net sales in 2007. Some retailers also offer their own private label products that compete with some of our brands. The loss of sales of any of our products in a major retailer could have a material adverse effect on our business and financial performance.

We depend on third-party bottling and distribution companies for a substantial portion of our business.

We generate a substantial portion of our net sales from sales of beverage concentrates to third-party bottling companies. During 2007, approximately two-thirds of our beverage concentrates volume was sold to bottlers that we do not own. Some of these bottlers are partly owned by our competitors, and much of their business comes from

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selling our competitors’ products. In addition, some of the products we manufacture are distributed by third parties. As independent companies, these bottlers and distributors make their own business decisions. They may have the right to determine whether, and to what extent, they produce and distribute our products, our competitors’ products and their own products. They may devote more resources to other products or take other actions detrimental to our brands. In most cases, they are able to terminate their bottling and distribution arrangements with us without cause. We may need to increase support for our brands in their territories and may not be able to pass on price increases to them. Their financial condition could also be adversely affected by conditions beyond our control and our business could suffer. Any of these factors could negatively affect our business and financial performance.

Our intellectual property rights could be infringed or we could infringe the intellectual property rights of others and adverse events regarding licensed intellectual property, including termination of distribution rights, could harm our business.

We possess intellectual property that is important to our business. This intellectual property includes ingredient formulas, trademarks, copyrights, patents, business processes and other trade secrets. See “Business — Intellectual Property and Trademarks” for more information. We and third parties, including competitors, could come into conflict over intellectual property rights. Litigation could disrupt our business, divert management attention and cost a substantial amount to protect our rights or defend ourselves against claims. We cannot be certain that the steps we take to protect our rights will be sufficient or that others will not infringe or misappropriate our rights. If we are unable to protect our intellectual property rights, our brands, products and business could be harmed.

We also license various trademarks from third parties and license our trademarks to third parties. In some countries, other companies own a particular trademark which we own in the United States, Canada or Mexico. For example, the Dr Pepper trademark and formula is owned by Coca-Cola in certain other countries. Adverse events affecting those third parties or their products could affect our use of the trademark and negatively impact our brands.

In some cases, we license products from third-parties which we distribute. The licensor may be able to terminate the license arrangement upon an agreed period of notice, in some cases without payment to us of any termination fee. The termination of any material license arrangement could adversely affect our business and financial performance. For example, following its acquisition by Coca-Cola on August 30, 2007, Energy Brands, Inc. notified us that it was terminating our distribution agreement for glacéau products.

Litigation or legal proceedings could expose us to significant liabilities and damage our reputation.

We are party to various litigation claims and legal proceedings. We evaluate these claims and proceedings to assess the likelihood of unfavorable outcomes and estimate, if possible, the amount of potential losses. We may establish a reserve as appropriate based upon assessments and estimates in accordance with our accounting policies. We base our assessments, estimates and disclosures on the information available to us at the time and rely on legal and management judgment. Actual outcomes or losses may differ materially from assessments and estimates. Actual settlements, judgments or resolutions of these claims or proceedings may negatively affect our business and financial performance. For more information, see “Business — Legal Matters.”

We may not comply with applicable government laws and regulations, and they could change.

We are subject to a variety of federal, state and local laws and regulations in the United States, Canada, Mexico and other countries in which we do business. These laws and regulations apply to many aspects of our business including the manufacture, safety, labeling, transportation, advertising and sale of our products. See “Business — Regulatory Matters” for more information regarding many of these laws and regulations. Violations of these laws or regulations could damage our reputation and/or result in regulatory actions with substantial penalties. In addition, any significant change in such laws or regulations or their interpretation, or the introduction of higher standards or more stringent laws or regulations could result in increased compliance costs or capital expenditures. For example, changes in recycling and bottle deposit laws or special taxes on soft drinks or ingredients could increase our costs. Regulatory focus on the health, safety and marketing of food products is increasing. Certain state warning and labeling laws, such as California’s “Prop 65,” which requires warnings on any product with substances that the state

12

lists as potentially causing cancer or birth defects, could become applicable to our products. Some local and regional governments and school boards have enacted, or have proposed to enact, regulations restricting the sale of certain types of soft drinks in schools. Any violations or changes of regulations could have a material adverse effect on our profitability, or disrupt the production or distribution of our products, and negatively affect our business and financial performance.

We may not be able to renew collective bargaining agreements on satisfactory terms, or we could experience strikes.

As of December 31, 2007, approximately 5,000 of our employees, many of whom are at our key manufacturing locations, were covered by collective bargaining agreements. These agreements typically expire every three to four years at various dates. We may not be able to renew our collective bargaining agreements on satisfactory terms or at all. This could result in strikes or work stoppages, which could impair our ability to manufacture and distribute our products and result in a substantial loss of sales. The terms of existing or renewed agreements could also significantly increase our costs or negatively affect our ability to increase operational efficiency.

We could lose key personnel or may be unable to recruit qualified personnel.

Our performance significantly depends upon the continued contributions of our executive officers and key employees, both individually and as a group, and our ability to retain and motivate them. Our officers and key personnel have many years of experience with us and in our industry and it may be difficult to replace them. If we lose key personnel or are unable to recruit qualified personnel, our operations and ability to manage our business may be adversely affected. We do not have “key person” life insurance for any of our executive officers or key employees.

Benefits cost increases could reduce our profitability.

Our profitability is substantially affected by the costs of pension, postretirement medical and employee medical and other benefits. In recent years, these costs have increased significantly due to factors such as increases in health care costs, declines in investment returns on pension assets and changes in discount rates used to calculate pension and related liabilities. Although we actively seek to control increases, there can be no assurance that we will succeed in limiting future cost increases, and continued upward pressure in these costs could have a material adverse affect on our business and financial performance.

We depend on key information systems and third-party service providers.

We depend on key information systems to accurately and efficiently transact our business, provide information to management and prepare financial reports. We rely on third-party providers for a number of key information systems and business processing services, including hosting our primary data center and processing various accounting, order entry and other transactional services. These systems and services are vulnerable to interruptions or other failures resulting from, among other things, natural disasters, terrorist attacks, software, equipment or telecommunications failures, processing errors, computer viruses, hackers, other security issues or supplier defaults. Security, backup and disaster recovery measures may not be adequate or implemented properly to avoid such disruptions or failures. Any disruption or failure of these systems or services could cause substantial errors, processing inefficiencies, security breaches, inability to use the systems or process transactions, loss of customers or other business disruptions, all of which could negatively affect our business and financial performance.

We may not realize benefits of acquisitions.

We have recently acquired various bottling and distribution businesses and are integrating their operations into our business. We may pursue further acquisitions of independent bottlers, distributors and distribution rights to complement our existing capabilities and further expand the distribution of our brands. We may also pursue acquisition of brands and products to expand our brand portfolio. The failure to successfully identify, make and integrate acquisitions may impede the growth of our business. The timing or success of any acquisition and integration is uncertain, requires significant expenses, and diverts financial and managerial resources away from our

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existing businesses. We also may not be able to raise the substantial capital required for acquisitions and integrations on satisfactory terms, if at all. In addition, even after an acquisition, we may not be able to successfully integrate an acquired business or brand or realize the anticipated benefits of an acquisition, all of which could have a negative effect on our business and financial performance.

Determinations in the future that a significant impairment of the value of our goodwill and other indefinite lived intangible assets has occurred could have a material adverse effect on our financial performance.

As of December 31, 2007, we had approximately $10.5 billion of total assets, of which approximately $6.8 billion were intangible assets. Intangible assets include goodwill, and other intangible assets in connection with brands, bottler agreements, distribution rights and customer relationships. We conduct impairment tests on goodwill and all indefinite lived intangible assets annually, as of December 31, or more frequently if circumstances indicate that the carrying amount of an asset may not be recoverable. If the carrying amount of an intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. Our annual impairment analysis, performed as of December 31, 2007, resulted in impairment charges of $6 million, of which $4 million was related to the Accelerade brand. For additional information about these intangible assets, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies — Goodwill and Other Indefinite Lived Intangible Assets” and our audited combined financial statements included elsewhere in this prospectus.

The impairment tests require us to make an estimate of the fair value of intangible assets. Since a number of factors may influence determinations of fair value of intangible assets, including those set forth in this discussion of “Risk Factors” and in “Special Note Regarding Forward-Looking Statements,” we are unable to predict whether impairments of goodwill or other indefinite lived intangibles will occur in the future. Any such impairment would result in us recognizing a charge to our operating results, which may adversely affect our financial performance.

We have a significant amount of outstanding debt, which could adversely affect our business and our ability to meet our obligations.

As of September 30, 2008 our total indebtedness was $3,624 million. This significant amount of debt could have important consequences to us and our investors, including:

•  requiring a substantial portion of our cash flow from operations to make interest payments on this debt;

•  making it more difficult to satisfy debt service and other obligations;

•  increasing the risk of a future credit ratings downgrade of our debt, which could increase future debt costs;

•  increasing our vulnerability to general adverse economic and industry conditions;

•  reducing the cash flow available to fund capital expenditures and other corporate purposes and to grow our business;

•  limiting our flexibility in planning for, or reacting to, changes in our business and the industry;

•  placing us at a competitive disadvantage to our competitors that may not be as highly leveraged with debt as we are; and

•  limiting our ability to borrow additional funds as needed or take advantage of business opportunities as they arise, pay cash dividends or repurchase common stock.

To the extent we become more leveraged, the risks described above would increase. In addition, our actual cash requirements in the future may be greater than expected. Our cash flow from operations may not be sufficient to repay at maturity all of the outstanding debt as it becomes due, and we may not be able to borrow money, sell assets or otherwise raise funds on acceptable terms, or at all, to refinance our debt.

In addition, the credit agreement governing the debt that we entered into in connection with the separation contains covenants that, among other things, limit our ability to incur debt at subsidiaries that are not guarantors,

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incur liens, merge or sell, transfer or otherwise dispose of all or substantially all of our assets, make investments, loans, advances, guarantees and acquisitions, enter into transactions with affiliates and enter into agreements restricting our ability to incur liens or the ability of our subsidiaries to make distributions. The agreement also requires us to comply with certain affirmative and financial covenants. For additional information about our credit agreement, see “Description of Other Indebtedness.”

Our financial results may be negatively impacted by the recent global financial events.

The recent global financial events have resulted in the consolidation, failure or near failure of a number of institutions in the banking, insurance and investment banking industries and have substantially reduced the ability of companies to obtain financing. These events have also caused a substantial reduction in the stock market. These events could have a number of different effects on our business, including:

•  reduction in consumer spending, which would result in a reduction in our sales volume;

•  a negative impact on the ability of our customers to timely pay their obligations to us or our vendors to timely supply materials, thus reducing our cash flow;

•  an increase in counterparty risk;

•  an increased likelihood that one or more of our banking syndicate may be unable to honor its commitments under our revolving credit facility;

•  restricted access to capital markets that may limit our ability to take advantage of business opportunities, such as acquisitions.

Other events or conditions may arise directly or indirectly from the global financial events that could negatively impact our business.

Risks Related to Our Separation from and Relationship with Cadbury

We may not realize the benefits we anticipated from the separation.

We may not realize the benefits that we anticipated from our separation from Cadbury. These benefits include the following:

•  allowing our management to focus its efforts on our business and strategic priorities,

•  enabling us to allocate our capital more efficiently,

•  providing us with direct access to the debt and equity capital markets,

•  improving our ability to pursue acquisitions through the use of shares of our common stock as consideration,

•  enhancing our market recognition with investors, and

•  increasing our ability to attract and retain employees by providing equity compensation tied to our business.

We may not achieve the anticipated benefits from our separation for a variety of reasons. For example, the process of operating as a newly independent public company may distract our management from focusing on our business and strategic priorities. Although as an independent public company we are now able to control how we allocate our capital, we may not succeed in allocating our capital in ways that benefit our business. In addition, although we now have direct access to the debt and equity capital markets following the separation, we may not be able to issue debt or equity on terms acceptable to us or at all. The availability of shares of our common stock for use as consideration for acquisitions also will not ensure that we will be able to successfully pursue acquisitions or that the acquisitions will be successful. Moreover, even with equity compensation tied to our business we may not be able to attract and retain employees as desired. We also may not realize the anticipated benefits from our separation if any of the matters identified as risks in this Risk Factors section were to occur. If we do not realize the anticipated benefits from our separation for any reason, our business may be adversely affected.

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Our historical financial performance may not be representative of our financial performance as a separate, stand-alone company.

The historical financial information for periods prior to May 7, 2008, the date we completed our separation from Cadbury, included in this prospectus has been derived from Cadbury’s consolidated financial statements and does not reflect what our financial condition, results of operations or cash flows would have been had we operated as a separate, stand-alone company during those periods. Cadbury historically provided certain corporate functions to us and costs associated with these functions have been allocated to us. These functions included corporate communications, regulatory, human resources and benefits management, treasury, investor relations, corporate controller, internal audit, Sarbanes-Oxley compliance, information technology, corporate legal and compliance, and community affairs. The total amount of these allocations from Cadbury was approximately $161 million in 2007. All of these allocations were based on what we and Cadbury considered to be reasonable reflections of the historical levels of the services and support provided to our business. The historical information does not necessarily indicate what our results of operations, financial condition, cash flows or costs and expenses will be going forward as an independent publicly-traded, stand-alone company.

We had significant changes in our capital structure in connection with our separation from Cadbury. We borrowed an aggregate of $3.9 billion under our debt agreements in connection with the separation. For additional information see “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

We may experience increased costs resulting from a decrease in the purchasing power and other operational efficiencies we historically had due to our association with Cadbury.

Prior to the separation, we were able to take advantage of Cadbury’s purchasing power in technology and services, including information technology, media purchasing, insurance, treasury services, property support and, to a lesser extent, the procurement of goods. As a smaller separate, stand-alone company, it may be more difficult for us to obtain goods, technology and services at prices and on terms as favorable as those available to us prior to the separation.

Prior to the separation, we entered into agreements with Cadbury under which Cadbury will provide some of these services to us on a transitional basis, for which we will pay Cadbury. These services may not be sufficient to meet our needs and, after these agreements with Cadbury end, we may not be able to replace these services at all or obtain these services at acceptable prices and terms.

Our ability to operate our business effectively may suffer if we do not cost effectively establish our own financial, administrative and other support functions to operate as a stand-alone company.

Prior to the separation, we relied on certain financial, administrative and other support functions of Cadbury to operate our business. With our separation from Cadbury, we are enhancing our own financial, administrative and other support systems. We have also established our own accounting and auditing policies. Any failure in our own financial or administrative policies and systems could impact our financial performance and could materially harm our business and financial performance.

The obligations associated with being a public company will require significant resources and management attention.

In connection with the separation from Cadbury and the distribution of our common stock, we became subject to the reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Sarbanes-Oxley Act of 2002 and we are required to prepare our financial statements according to accounting principles generally accepted in the United States (“U.S. GAAP”) which differs from our historical method of preparing financials, which was generally pursuant to IFRS. In addition, the Exchange Act requires that we file annual, quarterly and current reports. Our failure to prepare and disclose this information in a timely manner could subject us to penalties under federal securities laws, expose us to lawsuits and restrict our ability to access financing. The Sarbanes-Oxley Act requires that we, among other things, establish and maintain effective internal controls and procedures for financial reporting and we are presently evaluating our existing internal controls in light of the standards adopted by the Public Company Accounting Oversight Board. During the course of our evaluation, we

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may identify areas requiring improvement and may be required to design enhanced processes and controls to address issues identified through this review. This could result in significant cost to us and require us to divert substantial resources, including management time, from other activities.

Section 404 of the Sarbanes-Oxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting, starting with our 2009 annual report that we will file with the SEC in 2010. In preparation for this, we may identify deficiencies that we may not be able to remediate in time to meet the deadline for compliance with the requirements of Section 404. Our failure to satisfy the requirements of Section 404 on a timely basis could result in the loss of investor confidence in the reliability of our financial statements, which in turn could have a material adverse effect on our business and our common stock.

We and Cadbury could have significant indemnification obligations to each other with respect to tax liabilities.

Upon separation, we entered into a tax-sharing and indemnification agreement with Cadbury that sets forth the rights and obligations of Cadbury and us (along with our respective subsidiaries) with respect to taxes and, in general, provides that we and Cadbury each will be responsible for taxes imposed on our respective businesses and subsidiaries for all taxable periods, whether ending on, before or after the date of the separation and distribution.

Cadbury has, subject to certain conditions, agreed to indemnify us for income taxes that are attributable to certain restructuring transactions undertaken in connection with the separation and distribution and various other transactions between Cadbury and us that were entered into in prior taxable periods. Such potential tax liabilities could be for significant amounts. Notwithstanding these tax indemnification obligations of Cadbury, if the treatment of these transactions were successfully challenged by a taxing authority, we generally would be required under applicable tax law to pay the resulting tax liabilities in the event that either (1) Cadbury were to default on their obligations to us, (2) we breached certain covenants or other obligations or (3) we are involved in certain change-in-control transactions including certain acquisitions of our stock representing more than 35% of the voting power represented by our issued and outstanding stock. Thus, since we have primary liability for income taxes in respect of these transactions, if Cadbury fails to, is not required to or cannot indemnify or reimburse us, our resulting tax liability could be significant and could have a material adverse effect on our results of operations, cash flows and financial condition.

In addition, we generally will be liable for any liabilities, taxes or other charges that are imposed on Cadbury, including as a result of the separation and distribution failing to qualify for non-recognition treatment for U.S. federal income tax purposes, if such failure is the result of a breach by us of certain of our representations or covenants, including, for example, our failure to continue the active conduct of the historic business relied upon for purposes of the private letter ruling issued by the IRS and taking any action inconsistent with the written statements and representations furnished to the IRS in connection with the private letter ruling request. The parties could have significant indemnification obligations to each other with respect to tax liabilities.

Risks Related to the Exchange Notes and the Exchange Offer

We are a holding company and our ability to make payments on our outstanding indebtedness, including the exchange notes, is dependent upon the receipt of funds from our subsidiaries by way of dividends, fees, interests, loans or otherwise.

The exchange notes are obligations of Dr Pepper Snapple Group, Inc., which is a holding company with no material assets, other than the stock of its subsidiaries. All of Dr Pepper Snapple Group, Inc.’s revenue and cash flow is generated through its subsidiaries. Accordingly, Dr Pepper Snapple Group, Inc.’s ability to make payments on its indebtedness, including the exchange notes offered hereby, and to fund its other obligations is dependent not only on the ability of its subsidiaries to generate cash, but also on the ability of its subsidiaries to distribute cash to it in the form of dividends, fees, interest, loans or otherwise. Although certain subsidiaries will guarantee Dr Pepper Snapple Group, Inc.’s payment obligations on the notes, these guarantees may be released under certain circumstances. See “— The exchange notes are effectively subordinated to the indebtedness of our subsidiaries that are not guaranteeing such notes” and “Description of the Exchange Notes — Guarantees.”

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The exchange notes are effectively subordinated to the indebtedness of our subsidiaries that are not guaranteeing such notes.

Only certain of our subsidiaries will guarantee our payment obligations on the exchange notes. Our and our subsidiary guarantors’ right to participate in any distribution of assets of any non-guarantor subsidiary upon that subsidiary’s dissolution, winding-up, liquidation, reorganization or otherwise is subject to the prior claims of the creditors of that subsidiary, except to the extent that we or a subsidiary guarantor is a creditor of the subsidiary and we or such subsidiary guarantor’s claims are recognized. Therefore, the exchange notes will be effectively subordinated to all indebtedness and other obligations of our non-guarantor subsidiaries. Our non-guarantor subsidiaries are separate legal entities and have no obligations to pay any amounts due on the notes. For the nine months ended September 30, 2008, and the years ended December 31, 2007 and 2006, respectively, our non-guarantor subsidiaries accounted for $463 million, $575 million and $534 million of net sales, and $118 million, $126 million and $125 million of income from operations. As of September 30, 2008, and December 31, 2007 and 2006, respectively, the total liabilities of our non-guarantor subsidiaries were approximately $118 million, $153 million and $670 million, and the total assets of such subsidiaries were approximately $564 million, $590 million and $468 million.

In addition, the obligation of the subsidiary guarantors to guarantee payment of the exchange notes will be released and discharged automatically and unconditionally upon release of the subsidiary guarantors’ guarantees of all other indebtedness of ours (unless we notify the trustee under the indenture that no release and discharge shall occur as a result thereof). See “Description of the Exchange Notes — Guarantees.” If the exchange notes are not guaranteed by any of our subsidiaries, then such notes will be effectively subordinated to all indebtedness and other obligations of all of our subsidiaries. The indenture governing the exchange notes does not limit the ability of our subsidiaries to incur additional indebtedness.

The exchange notes are not secured by any of our assets and any secured creditors would have a prior claim on our assets.

The exchange notes are not secured by any of our assets. The terms of the indenture permit us to incur a certain amount of secured indebtedness without equally and ratably securing the exchange notes. If we become insolvent or are liquidated, or if payment under any of the agreements governing any secured debt is accelerated, the lenders under our secured debt agreements will be entitled to exercise the remedies available to a secured lender. Accordingly, the lenders will have a prior claim on our assets to the extent of their liens, and it is possible that there will be insufficient assets remaining from which claims of the holders of the exchange notes can be satisfied. As of September 30, 2008, our total secured indebtedness was approximately $19 million.

Negative covenants in the indenture offer only limited protection to holders of the exchange notes.

The indenture governing the exchange notes will contain negative covenants that apply to us and our subsidiaries. However, the indenture does not:

•  require us to maintain any financial ratios or specific levels of net worth, revenues, income, cash flows or liquidity and, accordingly does not protect holders of the exchange notes in the event that we experience significant adverse changes in our financial condition or results of operations;

•  limit our ability to incur indebtedness that is equal in right of payment to the exchange notes;

•  restrict our ability to repurchase or prepay our securities; or

•  restrict our ability to make investments or to repurchase or pay dividends or make other payments in respect of our common stock or other securities ranking junior to the exchange notes.

In addition, the limitation on secured indebtedness covenant in the indenture contains exceptions that will allow us and our subsidiaries to create, grant or incur liens or security interests to secure a certain amount of indebtedness and a variety of other obligations without equally and ratably securing the exchange notes. See “Description of the Exchange Notes” for a description of this covenant and related definitions. In light of these exceptions, holders of the exchange notes may be structurally subordinated to new lenders.

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Changes in our credit ratings may adversely affect the value of the exchange notes.

The exchange notes are rated Baa3 with a stable outlook from Moody’s Investor Service (“Moody’s”) and BBB- with a negative outlook from Standard & Poor’s (“Standard & Poor’s”). Such ratings could be lowered, suspended or withdrawn entirely by the rating agencies, if, in each rating agency’s judgment, circumstances warrant. Notwithstanding that the terms of the exchange notes include a step-up in interest payable following certain ratings downgrades, actual or anticipated changes or downgrades in our credit ratings, including any announcement that our ratings are under further review for a downgrade, could affect the market value of the exchange notes. In addition, a step-up in interest payable on each series of exchange notes will permanently cease to apply if the notes of that series become rated A3 or higher by Moody’s (or any substitute rating agency) or A- or higher by Standard & Poor’s (or any substitute rating agency). If our ratings are lowered while the interest step-up provisions are in effect, our interest expense will increase.

Federal and state laws regarding fraudulent conveyance allow courts, under specific circumstances, to void debts, including guarantees, and would require holders of the exchange notes to return payments received from us or the subsidiary guarantors.

The exchange notes will be guaranteed by certain of our subsidiaries. If a bankruptcy proceeding or lawsuit were to be initiated by unpaid creditors, the exchange notes and the subsidiary guarantees of such notes could come under review for federal or state fraudulent transfer violations. Under federal bankruptcy law and comparable provisions of state fraudulent transfer laws, obligations under a note or a guaranty could be voided, or claims in respect of a note or a guaranty could be subordinated to all other debts of the company or guarantor if, among other things, the company or guarantor at the time it incurred the indebtedness evidenced by its note or guaranty:

•  received less than reasonably equivalent value or fair consideration for the incurrence of the debt or guarantee; and

•  one of the following applies:

•  it was insolvent or rendered insolvent by reason of such incurrence;

•  it was engaged in a business or transaction for which its remaining assets constituted unreasonably small capital; or

•  it intended to incur, or believed that it would incur, debts beyond its ability to pay debts as they mature.

In addition, any payment by the company or guarantor under its note or guarantee could be voided and required to be returned to the company or guarantor, as the case may be, or to a fund for the benefit of the creditors of the debtor or guarantor.

The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, the company or a guarantor would be considered insolvent if:

•  the sum of its debts, including contingent liabilities, were greater than the fair saleable value of all of its assets;

•  the present fair saleable value of its assets were less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

•  it could not pay its debts as they become due.

We may not have the ability to raise the funds necessary to finance the offer to redeem the exchange notes upon a Change of Control Triggering Event.

Upon the occurrence of a Change of Control Triggering Event, we will be required to offer to repurchase all outstanding exchange notes. We cannot assure you that we will have sufficient funds available to make any required repurchases of the exchange notes upon a Change of Control Triggering Event. Any failure to purchase tendered

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notes would constitute a default under the indenture governing the exchange notes, which, in turn, would constitute a default under our senior credit facilities. A default could result in the declaration of the principal and interest on all the exchange notes and our indebtedness outstanding under the senior credit facilities to be due and payable. The term “Change of Control Triggering Event” is defined under “Description of the Exchange Notes.”

If you do not properly tender your unregistered notes, your ability to transfer such outstanding notes will be adversely affected.

We will only issue exchange notes in exchange for unregistered notes that are timely received by the exchange agent, together with all required documents, including a properly completed and signed letter of transmittal. Therefore, you should allow sufficient time to ensure timely delivery of the unregistered notes and you should carefully follow the instructions on how to tender your unregistered notes. None of us, the subsidiary guarantors or the exchange agent are required to tell you of any defects or irregularities with respect to your tender of the unregistered notes. If you do not tender your unregistered notes or if your tender of unregistered notes is not accepted because you did not tender your unregistered notes properly, then, after consummation of the exchange offer, you will continue to hold unregistered notes that are subject to the existing transfer restrictions. After the exchange offer is consummated, if you continue to hold any unregistered notes, you may have difficulty selling them because there will be fewer unregistered notes remaining and the market for such unregistered notes, if any, will be much more limited than it is currently. In particular, the trading market for unexchanged unregistered notes could become more limited than the existing trading market for the unregistered notes and could cease to exist altogether due to the reduction in the amount of the unregistered notes remaining upon consummation of the exchange offer. A more limited trading market might adversely affect the liquidity, market price and price volatility of such untendered unregistered notes.

If you are a broker-dealer or participating in a distribution of the exchange notes, you may be required to deliver prospectuses and comply with other requirements.

If you tender your unregistered notes for the purpose of participating in a distribution of the exchange notes, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes. If you are a broker-dealer that receives exchange notes for your own account in exchange for unregistered notes that you acquired as a result of market-making activities or any other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale of such exchange notes.

You may be unable to sell your exchange notes if a trading market for the exchange notes does not develop.

There are no existing markets for the exchange notes and we do not intend to apply for listing of the exchange notes on any securities exchange or any automated quotation system. Accordingly, trading markets for the exchange notes may not develop and any markets that do develop may not provide sufficient liquidity for the holders to sell their notes at attractive prices, or at all. Future trading prices of the exchange notes will depend on many factors, including prevailing interest rates, our financial condition and results of operations, the then-current ratings assigned to the exchange notes and the market for similar securities. Any trading markets that develop would be affected by many factors independent of and in addition to the foregoing, including:

•  time remaining to the maturity of the exchange notes;

•  outstanding amount of such notes;

•  terms related to optional redemption of such notes; and

•  level, direction and volatility of market interest rates generally.

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RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our ratio of consolidated earnings to consolidated fixed charges for the nine months ended September 30, 2008 and the four fiscal years 2007, 2006, 2005 and 2004.

	For the
	Nine Months
	Ended September 30,		For the Fiscal Years
	2008		2007		2006		2005		2004
Ratio of earnings to fixed charges		3.3		4.0		3.9		4.6		4.7

USE OF PROCEEDS

The exchange offer is intended to satisfy our obligations under the registration rights agreement. We will not receive any cash proceeds from the issuance of the exchange notes pursuant to the exchange offer. In consideration for issuing the exchange notes as contemplated in this prospectus, we will receive a like principal amount of the unregistered notes, the terms of which are identical in all material respects to the exchange notes, except as otherwise noted in this prospectus. We will retire and cancel all of the unregistered notes tendered in the exchange offer. Accordingly, the issuance of the exchange notes will not result in any change in our indebtedness or capitalization.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents, short-term debt, long-term debt, capital lease obligations (less the current portion), stockholders’ equity and total capitalization as of September 30, 2008. This table should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our audited and unaudited financial statements and the related notes thereto included elsewhere in this prospectus.

	September 30,
	2008
	(Unaudited,
	in millions)
Cash and cash equivalents	$	239
Debt:
Short-term debt:
Current portion of senior unsecured debt	$	35
Current capital lease obligations		2
Long-term debt (excluding current maturities):
Senior unsecured term loan A facility		1,870
6.12% senior notes due 2013		250
6.82% senior notes due 2018		1,200
7.45% senior notes due 2038		250
Long-term capital lease obligations		17
Total debt		3,624
Stockholders’ equity:
Preferred stock, $.01 par value, 15,000,000 shares authorized, no shares issued		—
Common stock, $.01 par value, 800,000,000 shares authorized, 253,685,733 shares issued and outstanding for 2008 and no shares issued for 2007		3
Additional paid-in capital		3,163
Retained earnings		191
Accumulated other comprehensive (loss) income		(27	)
Total stockholders’ equity		3,330
Total capitalization	$	6,954

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SELECTED HISTORICAL FINANCIAL DATA

The following table presents our selected historical financial data. Our selected historical data presented below as of and for the nine months ended September 30, 2008 and 2007 have been derived from our unaudited condensed consolidated financial statements, included elsewhere in this prospectus. Our selected historical financial data presented below as of December 31, 2007 and 2006 and for the three fiscal years 2007, 2006 and 2005 have been derived from our audited combined financial statements, included elsewhere in this prospectus. Our selected historical balance sheet data as of January 1, 2006 (the last day of fiscal 2005) and our selected historical financial data as of and for the fiscal year ended January 2, 2005 (the last day of fiscal 2004) presented below have been derived from our accounting records, which are unaudited.

For periods prior to May 7, 2008, our financial data have been prepared on a “carve-out” basis from Cadbury’s consolidated financial statements using the historical results of operations, assets and liabilities attributable to Cadbury’s Americas Beverages business and including allocations of expenses from Cadbury. The historical Cadbury’s Americas Beverages information is our predecessor financial information. The results included below and elsewhere in this document are not necessarily indicative of our future performance and do not reflect our financial performance had we been an independent, publicly-traded company during the periods prior to May 7, 2008. You should read this information along with the information included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited and unaudited financial statements and the related notes thereto included elsewhere in this prospectus.

On May 2, 2006, we acquired approximately 55% of the outstanding shares of DPSUBG, which combined with our pre-existing 45% ownership, resulted in our full ownership of DPSUBG. DPSUBG’s results have been included in the individual line items within our combined financial statements beginning on May 2, 2006. Prior to this date, the existing investment in DPSUBG was accounted for under the equity method and reflected in the line item captioned “equity in earnings of unconsolidated subsidiaries, net of tax.” In addition, on June 9, 2006 we acquired the assets of All American Bottling Company, on August 7, 2006 we acquired Seven Up Bottling Company of San Francisco and on July 11, 2007 we acquired SeaBev. Each of these four acquisitions is included in our combined financial statements beginning on its date of acquisition. As a result, our financial data is not necessarily comparable on a period-to-period basis.

Our financial data for 2003 has been omitted from this prospectus because it is not available without unreasonable effort and expense. We believe the omission of the financial data for the year ended December 31, 2003 does not have a material impact on the understanding of our financial performance and related trends.

	Nine
	Months Ended
	September 30,						Fiscal Year
	2008			2007			2007			2006			2005			2004
	(Unaudited)
	(In millions, except per share data)
Statements of Operations Data:
Net sales	$	4,369		$	4,347		$	5,748		$	4,735		$	3,205		$	3,065
Cost of sales		2,003			1,984			2,617			1,994			1,120			1,051
Gross profit		2,366			2,363			3,131			2,741			2,085			2,014
Selling, general and administrative expenses		1,586			1,527			2,018			1,659			1,179			1,135
Depreciation and amortization		84			69			98			69			26			10
Impairment of intangible assets		—			—			6			—			—			—
Restructuring costs		31			36			76			27			10			36
Gain on disposal of property and intangible assets, net		(3	)		—			(71	)		(32	)		(36	)		(1	)
Income from operations		668			731			1,004			1,018			906			834
Interest expense		199			195			253			257			210			177
Interest income		(30	)		(38	)		(64	)		(46	)		(40	)		(48	)
Other (income) expense		(8	)		(2	)		(2	)		2			(51	)		2

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	Nine
	Months Ended
	September 30,						Fiscal Year
	2008			2007			2007			2006			2005			2004
	(Unaudited)
	(In millions, except per share data)
Income before provision for income taxes, equity in earnings of unconsolidated subsidiaries and cumulative effect of change in accounting policy		507			576			817			805			787			703
Provision for income taxes		199			218			322			298			321			270
Income before equity in earnings of unconsolidated subsidiaries and cumulative effect of change in accounting policy		308			358			495			507			466			433
Equity in earnings of unconsolidated subsidiaries		1			1			2			3			21			13
Income before cumulative effect of change in accounting policy		309			359			497			510			487			446
Cumulative effect of change in accounting policy, net of tax		—			—			—			—			10			—
Net income	$	309		$	359		$	497		$	510		$	477		$	446
Earnings per share(1)	$	1.21		$	1.42		$	1.96		$	2.01		$	1.88		$	1.76
Balance Sheet Data:
Cash and cash equivalents	$	239		$	34		$	67		$	35		$	28		$	19
Total assets		9,822			10,896			10,528			9,346			7,433			7,625
Current portion of long-term debt		35			258			126			708			404			435
Long-term debt		3,587			2,969			2,912			3,084			2,858			3,468
Other non-current liabilities		2,002			1,381			1,460			1,321			1,013			943
Total invested equity		3,330			4,992			5,021			3,250			2,426			2,106
Statements of Cash Flows:
Cash provided by (used in):
Operating activities(2)	$	523		$	706		$	603		$	581		$	583		$	610
Investing activities		1,175			(1,450	)		(1,087	)		(502	)		283			184
Financing activities(2)		(1,523	)		742			515			(72	)		(815	)		(799	)
Depreciation expense(3)		102			89			120			94			48			53
Amortization expense(3)		44			38			49			45			31			31
Capital expenditures		(203	)		(123	)		(230	)		(158	)		(44	)		(71	)

(1)	Earnings per share (“EPS”) are computed by dividing net income by the weighted average number of common shares outstanding for the period. For all periods prior to May 7, 2008, the number of basic shares used is the number of shares outstanding on May 7, 2008, as no common stock of DPS was traded prior to May 7, 2008 and no DPS equity awards were outstanding for the prior periods. Subsequent to May 7, 2008, the number of basic shares includes the 512,580 shares related to former Cadbury Schweppes benefit plans converted to DPS shares on a daily volume weighted average.
(2)	The cash provided by operating and financing activities for the nine months ended September 30, 2007, reflect the effects of the restatement to cash flows, as more fully described in Note 19 to our unaudited condensed consolidated financial statements.
(3)	The depreciation and amortization expenses reflected in this section of the table represent our total depreciation and amortization expenses as reflected on our combined statements of cash flows. Depreciation and amortization expenses in our combined statements of operations data are reflected in various line items including “depreciation and amortization” and “cost of sales.”

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SELECTED HISTORICAL QUARTERLY FINANCIAL DATA

The following table sets forth our selected historical quarterly financial data. We derived this data from our unaudited consolidated financial statements.

For periods prior to May 7, 2008, our financial data has been prepared on a “carve-out” basis from Cadbury’s consolidated financial statements using the historical results of operations, assets and liabilities attributable to Cadbury’s Americas Beverages business and including allocations of expenses from Cadbury. The historical Cadbury’s Americas Beverages information is our predecessor financial information. The results included below and elsewhere in this document are not necessarily indicative of our future performance and do not reflect our financial performance had we been an independent, publicly-traded company during the periods prior to May 7, 2008. You should read this information along with the information included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited and unaudited financial statements and the related notes thereto included elsewhere in this prospectus.

	First		Second		Third		Fourth
For the Year Ended December 31,	Quarter		Quarter		Quarter		Quarter
	(Unaudited, in millions, except per share data)
2007
Net Sales	$	1,269	$	1,543	$	1,535	$	1,401
Gross profit		697		850		816		768
Net income		69		136		154		138
Basic earnings per common share(1)	$	0.27	$	0.54	$	0.61	$	0.54
Diluted earnings per common share(1)	$	0.27	$	0.54	$	0.61	$	0.54
2006
Net Sales	$	698	$	1,282	$	1,400	$	1,355
Gross profit		476		721		784		760
Net income		98		141		120		151
Basic earnings per common share(1)	$	0.39	$	0.55	$	0.47	$	0.60
Diluted earnings per common share(1)	$	0.39	$	0.55	$	0.47	$	0.60

(1) In connection with the separation from Cadbury on May 7, 2008, DPS distributed to Cadbury shareholders the common stock of DPS. On the date of the distribution 253.7 million shares of common stock were issued. As a result, on May 7, 2008, the Company had 253.7 million shares of common stock outstanding and this share amount is being utilized for the calculation of basic earnings per common share for all periods presented prior to the date of the distribution. The same number of shares is being used for diluted earnings per common share as for basic earnings per common share as no common stock of DPS was traded prior to May 7, 2008, and no DPS equity awards were outstanding for the prior periods.

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MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion in conjunction with our audited and unaudited financial statements and the related notes thereto included elsewhere in this prospectus. This discussion contains forward-looking statements that are based on management’s current expectations, estimates and projections about our business and operations. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements as a result of various factors including the factors we describe under “Risk Factors,” “Special Note Regarding Forward-Looking Statements,” and elsewhere in this prospectus.

The periods presented in this section are the nine months ended September 30, 2008 and 2007, the 52-week periods ended December 31, 2007 and 2006, which we refer to as “2007” and “2006”, respectively, and the 52-week period ended January 1, 2006, which we refer to as “2005.” Effective 2006, our fiscal year ends on December 31 of each year. In 2005, the year end date represented the Sunday closest to December 31.

Formation of the Company and Separation from Cadbury

On May 7, 2008, Cadbury separated its Americas Beverages business from its global confectionery business by contributing the subsidiaries that operated its Americas Beverages business to us. In return for the transfer of the Americas Beverages business, we distributed our common stock to Cadbury plc shareholders. As of the date of distribution, a total of 800 million shares of our common stock, par value $0.01 per share, and 15 million shares of our preferred stock, all of which are undesignated, were authorized. On the date of distribution, 253.7 million shares of our common stock were issued and outstanding and no shares of preferred stock were issued. On May 7, 2008, we became an independent publicly-traded company listed on the New York Stock Exchange under the symbol “DPS”.

In connection with the separation, we entered into a Separation and Distribution Agreement, Transition Services Agreement, Tax Sharing and Indemnification Agreement (“Tax Indemnity Agreement”) and Employee Matters Agreement with Cadbury, each dated as of May 1, 2008.

Accounting for the Separation from Cadbury

Settlement of Related Party Balances

Upon our separation from Cadbury, we settled debt and other balances with Cadbury, eliminated Cadbury’s net investment in us and purchased certain assets from Cadbury related to our business. As of September 30, 2008, we had receivable and payable balances with Cadbury pursuant to the Separation and Distribution Agreement, Transition Services Agreement, Tax Indemnity Agreement and Employee Matters Agreement. See Note 7 to our unaudited condensed consolidated financial statements for additional information.

The following debt and other balances were settled with Cadbury upon separation (in millions):

Related party receivable	$	11
Notes receivable from related parties		1,375
Related party payable		(70	)
Current portion of the long-term debt payable to related parties		(140	)
Long-term debt payable to related parties		(2,909	)
Net cash settlement of related party balances	$	(1,733	)

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Items Impacting the Statement of Operations

The following transactions related to our separation from Cadbury were included in the statement of operations for the nine months ended September 30, 2008 (in millions):

	For the
	Nine Months Ended
	September 30, 2008
Transaction costs and other one time separation costs(1)	$	29
Costs associated with the bridge loan facility(2)	$	24
Incremental tax expense related to separation, excluding indemnified taxes	$	11

(1)

We incurred transaction costs and other one time separation costs of $29 million for the nine months ended September 30, 2008. These costs are included in selling, general and administrative expenses in the statement of operations. We expect our results of operations for the remainder of 2008 to include transaction costs and other one time separation costs of approximately $6 million.

(2)

We incurred $24 million of costs associated with the $1.7 billion bridge loan facility which was entered into to reduce financing risks and facilitate Cadbury’s separation of us. Financing fees of $21 million were expensed when the bridge loan facility was terminated on April 30, 2008, and $5 million of interest expense was included as a component of interest expense, partially offset by $2 million in interest income while in escrow.

Items Impacting Income Taxes

The unaudited condensed consolidated financial statements present the taxes of our stand alone business and contain certain taxes transferred to us at separation in accordance with the Tax Indemnity Agreement between us and Cadbury. This agreement provides for the transfer to us of taxes related to an entity that was part of Cadbury’s confectionery business and therefore not part of our historical condensed consolidated financial statements. The unaudited condensed consolidated financial statements also reflect that the Tax Indemnity Agreement requires Cadbury to indemnify us for these taxes. These taxes and the associated indemnity may change over time as estimates of the amounts change. Changes in estimates will be reflected when facts change and those changes in estimate will be reflected in our statement of operations at the time of the estimate change. In addition, pursuant to the terms of the Tax Indemnity Agreement, if we breach certain covenants or other obligations or we are involved in certain change-in-control transactions, Cadbury may not be required to indemnify us for any of these unrecognized tax benefits that are subsequently realized.

See Note 8 to our unaudited condensed consolidated financial statements for additional information regarding the tax impact of the separation.

Items Impacting Equity

In connection with our separation from Cadbury, the following transactions were recorded as a component of Cadbury’s net investment in us (in millions):

	Contributions			Distributions
Legal restructuring to purchase Canada operations from Cadbury	$	—		$	(894	)
Legal restructuring relating to Cadbury confectionery operations, including debt repayment		—			(809	)
Legal restructuring relating to Mexico operations		—			(520	)
Contributions from parent		318			—
Tax reserve provided under FIN 48 as part of separation, net of indemnity		—			(19	)
Other		(34	)		—
Total	$	284		$	(2,242	)

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Prior to the May 7, 2008, separation date, our total invested equity represented Cadbury’s interest in our recorded assets. In connection with the distribution of our stock to Cadbury plc shareholders on May 7, 2008, Cadbury’s total invested equity was reclassified to reflect the post-separation capital structure of $3 million par value of outstanding common stock and contributed capital of $3,158 million.

Overview

We are a leading integrated brand owner, bottler and distributor of non-alcoholic beverages in the United States, Canada and Mexico with a diverse portfolio of flavored CSDs and NCBs, including ready-to-drink teas, juices, juice drinks and mixers. Our brand portfolio includes popular CSD brands such as Dr Pepper, 7UP, Sunkist, A&W, Canada Dry, Schweppes, Squirt and Peñafiel, and NCB brands such as Snapple, Mott’s, Hawaiian Punch, Clamato, Mr & Mrs T, Margaritaville and Rose’s. Our largest brand, Dr Pepper, is the #2 selling flavored CSD in the United States according to ACNielsen, which generated approximately one-third of our volume in 2007. We have some of the most recognized beverage brands in North America, with significant consumer awareness levels and long histories that evoke strong emotional connections with consumers.

We operate primarily in the United States, Mexico and Canada, the first, second and tenth largest beverage markets, respectively, by CSD volume, according to Beverage Digest and Canadean. We also distribute our products in the Caribbean. In 2007, 89% of our net sales were generated in the United States, 4% in Canada and 7% in Mexico and the Caribbean.

Our Business Model

We operate as a brand owner, a bottler and a distributor through our four segments as follows:

•  our Beverage Concentrates segment is a brand ownership business;

•  our Finished Goods segment is a brand ownership and a bottling business and, to a lesser extent, a distribution business;

•  our Bottling Group segment is a bottling and distribution business; and

•  our Mexico and the Caribbean segment is a brand ownership and a bottling and distribution business.

Our Brand Ownership Businesses.  As a brand owner, we build our brands by promoting brand awareness through marketing, advertising and promotion, and by developing new and innovative products and product line extensions that address consumer preferences and needs. As the owner of the formulas and proprietary know-how required for the preparation of beverages, we manufacture, sell and distribute beverage concentrates and syrups used primarily to produce CSDs and we manufacture, bottle, sell and distribute primarily finished NCBs. Most of our sales of beverage concentrates are to bottlers who manufacture, bottle, sell and distribute our branded products into retail channels. Approximately one-third of our U.S. beverage concentrates by volume are sold to our Bottling Group, with the balance being sold to third-party bottlers affiliated with Coca-Cola or PepsiCo, as well as independent bottlers. We also manufacture, sell and distribute syrups for use in beverage fountain dispensers to restaurants and retailers, as well as to fountain wholesalers, who resell it to restaurants and retailers. In addition, we distribute finished NCBs through ourselves and through third-party distributors.

Our beverage concentrates and syrup brand ownership businesses are characterized by relatively low capital investment, raw materials and employee costs. Although the cost of building or acquiring an established brand can be significant, established brands typically do not require significant ongoing expenditures, other than marketing, and therefore generate relatively high margins. Our finished beverages brand ownership business has characteristics of both of our beverage concentrates and syrup brand ownership businesses as well as our bottling and distribution businesses discussed below.

Our Bottling and Distribution Businesses.  We manufacture, bottle, sell and distribute finished CSDs from concentrates and finished NCBs and products mostly from ingredients other than concentrates. We sell and distribute finished beverages and other products primarily into retail channels either directly to retail shelves or to warehouses through our large fleet of delivery trucks or through third-party logistics providers.

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Our bottling and distribution businesses are characterized by relatively high capital investment, raw material, selling and distribution costs, in each case compared to our beverage concentrates and syrup brand ownership businesses. Our capital costs include investing in, and maintaining, our manufacturing and warehouse equipment and facilities. Our raw material costs include purchasing concentrates, ingredients and packaging materials (including cans and bottles) from a variety of suppliers. Our selling and distribution costs include significant costs related to operating our large fleet of delivery trucks (including fuel) and employing a significant number of employees to sell and deliver finished beverages and other products to retailers. As a result of the high fixed costs associated with these types of businesses, we are focused on maintaining an adequate level of volumes as well as controlling capital expenditures, raw material, selling and distribution costs. In addition, geographic proximity to our customers is a critical component of managing the high cost of transporting finished beverages relative to their retail price. The profitability of the bottling and distribution businesses is also dependent upon our ability to sell our products into higher margin channels. As a result of the foregoing, the margins of our bottling and distribution businesses are significantly lower than those of our brand ownership businesses. In light of the largely fixed cost nature of the bottling and distribution businesses, increases in costs, for example raw materials tied to commodity prices, could have a significant negative impact on the margins of our businesses.

Approximately three-fourths of our 2007 Bottling Group net sales of branded products come from our own brands, with the remaining from the distribution of third-party brands such as FIJI mineral water and Big Red soda. In addition, a small portion of our Bottling Group sales come from bottling beverages and other products for private label owners or others for a fee (which we refer to as co-packing).

Integrated Business Model.  We believe our brand ownership, bottling and distribution are more integrated than the U.S. operations of our principal competitors and that this differentiation provides us with a competitive advantage. We believe our integrated business model:

•  Strengthens our route-to-market by creating a third consolidated bottling system, our Bottling Group, in addition to the Coca-Cola affiliated and PepsiCo affiliated systems. In addition, by owning a significant portion of our bottling and distribution network we are able to improve focus on our brands, especially certain of our brands such as 7UP, Sunkist, A&W and Snapple, which do not have a large presence in the Coca-Cola affiliated and PepsiCo affiliated bottler systems. Our strengthened route-to-market following our bottling acquisitions has enabled us to increase the market share of our brands (as measured by volume) in many of the markets served by the bottlers we acquired.

•  Provides opportunities for net sales and profit growth through the alignment of the economic interests of our brand ownership and our bottling and distribution businesses. For example, we can focus on maximizing profitability for our company as a whole rather than focusing on profitability generated from either the sale of concentrates or the bottling and distribution of our products.

•  Enables us to be more flexible and responsive to the changing needs of our large retail customers, including by coordinating sales, service, distribution, promotions and product launches.

•  Allows us to more fully leverage our scale and reduce costs by creating greater geographic manufacturing and distribution coverage.

Trends Affecting our Business

According to data from Beverage Digest, in 2007, the U.S. CSD market segment grew by 2.7% in retail sales, despite a 2.3% decline in total CSD volume. The U.S. NCB volume and retail sales increased by 13.2% and 14.8%, respectively, in 2006. In addition, NCBs experienced strong growth over the last five years with their volume share of the overall U.S. liquid refreshment beverage market increasing from 12.7% in 2001 to 16.3% in 2006.

We believe the key trends influencing the North American liquid refreshment beverage market include:

•  Increased health consciousness.  We believe the main beneficiaries of this trend include diet drinks, ready-to-drink teas, enhanced waters and bottled waters.

•  Changes in lifestyle.  We believe changes in lifestyle will continue to drive increased sales of single-serve beverages, which typically have higher margins.

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•  Growing demographic segments in the United States.  We believe marketing and product innovations that target fast growing population segments, such as the Hispanic community in the United States, will drive further market growth.

•  Product and packaging innovation.  We believe brand owners and bottling companies will continue to create new products and packages such as beverages with new ingredients and new premium flavors, as well as innovative convenient packaging that address changes in consumer tastes and preferences.

•  Changing retailer landscape.  As retailers continue to consolidate, we believe retailers will support consumer product companies that can provide an attractive portfolio of products, a strong value proposition and efficient delivery.

•  Recent increases in raw material costs.  The costs of a substantial proportion of the raw materials used in the beverage industry are dependent on commodity prices for aluminum, natural gas, resins, corn, pulp and other commodities. Commodity prices have risen from their historical levels and this has exerted pressure on industry margins.

Seasonality

The beverage market is subject to some seasonal variations. Our beverage sales are generally higher during the warmer months and also can be influenced by the timing of holidays and religious festivals as well as weather fluctuations.

Significant Acquisitions

Our Bottling Group was created through the acquisition of several bottling businesses. On May 2, 2006, we acquired approximately 55% of the outstanding shares of DPSUBG, which combined with our pre-existing 45% ownership, resulted in our full ownership of DPSUBG. The purchase price consisted of $370 million in cash and we assumed debt of $651 million in connection with this acquisition.

DPSUBG’s results have been included in the individual line items within our combined financial statements beginning on May 2, 2006. Prior to this date, the existing investment in DPSUBG was accounted for under the equity method and reflected in the line item captioned “equity in earnings of unconsolidated subsidiaries, net of tax” in our combined statements of operations.

On June 9, 2006, we acquired the assets of All American Bottling Company for $58 million, and on August 7, 2006, we acquired Seven Up Bottling Company of San Francisco for $51 million. On July 11, 2007, we acquired SeaBev for approximately $53 million. Each of these acquisitions is included in our combined statements of operations beginning on its date of acquisition.

We refer to the foregoing four acquisitions as our “bottling acquisitions,” and they are reported in our combined financial statements collectively as our Bottling Group segment. We previously have referred to our Bottling Group segment as the Cadbury Schweppes Bottling Group. These bottling acquisitions have had an impact on our results of operations and therefore impact the comparability of our pre- and post-acquisition period results.

Our Separation from Cadbury

On May 7, 2008, we completed our separation from Cadbury. Upon the separation, we became the owner of the Americas Beverages business previously owned by Cadbury and its subsidiaries, and shares of our common stock were distributed to holders of Cadbury ordinary shares and ADRs.

Upon the separation, effective May 7, 2008, we became an independent company and established a new consolidated reporting structure. For periods prior to May 7, 2008 our historical financial information was prepared on a “carve-out” basis from Cadbury’s consolidated financial statements using the historical results of operations, assets and liabilities, attributable to Cadbury’s Americas Beverages business and including allocations of expenses from Cadbury. Our combined financial statements are presented in U.S. dollars, and have been prepared in accordance with U.S. GAAP. As a subsidiary of Cadbury (a U.K. company), historically we maintained our books and records, managed our business and reported our results based on International Financials Reporting Standards

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(“IFRS”). The preparation of our U.S. GAAP information uses IFRS as our base financial system and includes a process for capturing accounting and disclosure differences relevant to U.S. GAAP. This adds a level of complexity and time to the process. We intend to migrate to a U.S. GAAP-based system over time following separation. Our segment information has been prepared and presented on the basis which management uses to assess the performance of our segments, which is principally in accordance with IFRS. Our consolidated and segment results are not necessarily indicative of our future performance and do not reflect what our financial performance would have been had we been an independent publicly-traded company during the periods presented.

Historically, Cadbury allocated certain costs to us, including costs in respect of certain corporate functions provided for us by Cadbury. These functions included corporate communications, regulatory, human resources and benefits management, treasury, investor relations, corporate controller, internal audit, Sarbanes-Oxley compliance, information technology, corporate legal and compliance and community affairs. The total amount of these allocations from Cadbury was $6 million for the nine months ended September 30, 2008, $161 million in 2007 and $142 million in 2006. As an independent publicly-traded company, effective as of our separation from Cadbury Schweppes, we assumed responsibility for these costs.

Segments

We report our business in four segments: Beverage Concentrates, Finished Goods, Bottling Group and Mexico and the Caribbean.

•  Our Beverages Concentrate segment reflects sales from the manufacture of concentrates and syrups in the United States and Canada. Most of the brands in this segment are CSD brands.

•  Our Finished Goods segment reflects sales from the manufacture and distribution of finished beverages and other products in the United States and Canada. Most of the brands in this segment are NCB brands.

•  Our Bottling Group segment reflects sales from the manufacture, bottling and/or distribution of finished beverages, including sales of our own brands and third-party owned brands.

•  Our Mexico and the Caribbean segment reflects sales from the manufacture, bottling and/or distribution of both concentrates and finished beverages in those geographies.

Our current segment reporting structure is largely the result of acquiring and combining various portions of our businesses over the past several years. Although we continue to report our segments separately, due to the integrated nature of our business model, we manage our business to maximize profitability for our company as a whole. As a result, profitability trends in individual segments may not be consistent with the profitability of our company or comparable to our competitors. For example, following our bottling acquisitions in 2006, we changed certain funding and manufacturing arrangements between our Beverage Concentrates and Finished Goods segments and our newly acquired bottling companies, which reduced the profitability of our Bottling Group segment while benefiting our other segments.

We have significant intersegment transactions. For example, our Bottling Group purchases concentrates at an arm’s length price from our Beverage Concentrates segment. We expect these purchases to account for approximately one-third of our Beverage Concentrates segment annual net sales and therefore drive a similar proportion of our Beverage Concentrates segment profitability. In addition, our Bottling Group segment purchases finished beverages from our Finished Goods segment. All intersegment transactions are eliminated in preparing our combined results of operations.

We incur selling, general and administrative expenses in each of our segments. In our segment reporting, the selling, general and administrative expenses of our Bottling Group and Mexico and the Caribbean segments relate primarily to those segments. However, as a result of our historical segment reporting policies, certain combined selling activities that support our Beverage Concentrates and Finished Goods segments have not been proportionally allocated between those two segments. We also incur certain centralized finance and corporate costs that support our entire business, which have not been directly allocated to our respective segments but rather have been allocated primarily to our Beverage Concentrates segment.

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The key financial measures management uses to assess the performance of our segments are net sales and underlying operating profit (loss) (“UOP”).

UOP represents a non-GAAP measure of income from operations. To reconcile total UOP of our segments to our total company income from operations on a U.S. GAAP basis, adjustments are primarily required for: (1) restructuring costs, (2) non-cash compensation charges on stock option and restricted stock awards, (3) amortization and impairment of intangibles and (4) incremental pension costs. In addition, adjustments are required for total company corporate costs and other items, which relate primarily to general and administrative expenses not allocated to the segments and equity in earnings of unconsolidated subsidiaries. To reconcile total company income from operations to the line item “income before provision for income taxes, equity in earnings of unconsolidated subsidiaries and cumulative effect of change in accounting policy” as reported on a U.S. GAAP basis, additional adjustments are required for interest expense, interest income and other expense (income).

Components of Net Sales and Costs and Expenses

Net Sales

We generate net sales primarily from:

•  the sale and distribution of beverage concentrates and syrups;

•  the sale and distribution of finished beverages; and

•  the distribution of products of third parties.

We offer a variety of incentives and discounts to bottlers, customers and consumers through various programs to support in the distribution and promotion of our products. These incentives and discounts include cash discounts, price allowances, volume based rebates, product placement fees and other financial support for items such as trade promotions, displays, new products, consumer incentives and advertising assistance. These incentives and discounts, collectively referred to as trade spend, are reflected as a reduction of gross sales to arrive at net sales.

Cost of Sales

Our cost of sales include costs associated with the operation of our manufacturing and other related facilities, including depreciation, as well as the following:

•  Beverage concentrates cost of sales.  The major components in our beverage concentrates cost of sales are flavors and sweeteners for diet beverage concentrates.

•  Bottler cost of sales.  The major components in our bottler cost of sales are beverage concentrates, packaging and ingredients. Packaging costs and ingredients costs represented approximately 39% and 19%, respectively, of our cost of sales in 2007. Packaging costs include aluminum, glass, PET and paper packaging. Ingredients include HFCS and other sweeteners, agricultural commodities (such as apples, citrus fruits and tomatoes), teas and flavorings.

•  Distributor cost of sales.  The major component in our distributor cost of sales is purchased finished beverages.

Our selling, general and administrative expenses include:

•  selling and marketing expenses;

•  transportation and warehousing expenses related to customer shipments, including fuel;

•  general and administrative expenses such as management payroll, benefits, travel and entertainment, accounting and legal expenses and rent on leased office facilities; and

•  corporate function expenses allocated from Cadbury (as described under “— Our Separation from Cadbury”).

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Depreciation and Amortization

Our depreciation expense includes depreciation of buildings, machinery and equipment relating to our manufacturing, distribution and office facilities as well as coolers and other cold drink equipment and computer software. Our amortization expense includes amortization of definite-lived intangible assets including our brands, bottler agreements, distribution rights, customer relationships and vending contracts. Depreciation directly attributable to our manufacturing and distribution operations is included in our cost of sales. Amortization related to our long-term vending contracts is recorded in selling, general and administrative expenses. All other depreciation and amortization is included as a separate line item.

Restructuring Costs

We implement restructuring programs from time to time and incur costs that are designed to improve operating effectiveness and lower costs. These programs have included closure of manufacturing plants, reductions in workforce, integrating back office operations and outsourcing certain transactional activities. When we implement these programs, we incur various charges, including severance and other employment-related costs. In 2007, we incurred $76 million of restructuring costs primarily related to the organizational restructuring we announced on October 10, 2007 and the ongoing integration of our bottling acquisitions.

Interest Expense

Historically, we have borrowed funds from subsidiaries of Cadbury. We have also borrowed funds from third-party banks and other lenders. The interest incurred with respect to this debt is recorded as interest expense. Our interest expense has increased as the result of borrowings under our $2.2 billion term loan A facility and the $1.7 billion notes.

Interest Income

Interest income is the return we earn on our cash and cash equivalents held at third-party banks. Historically, we have also generated interest income from our note receivable balances with subsidiaries of Cadbury, which were a result of Cadbury’s cash management practices. Our interest income has decreased as a result of the repayment of intercompany receivables by Cadbury as part of the separation.

Other Expense (Income)

Other expense (income) includes miscellaneous items not reflected in our income from operations. This line item in future periods will be impacted by the income we may record as a result of Cadbury’s agreement to indemnify us for certain tax liabilities.

Income Taxes

Our effective income tax rate fluctuates from period-to-period and can be impacted by various items, including shifts in the mix of our earnings from various jurisdictions, changes in requirements for tax uncertainties, timing and results of any reviews or audits of our income tax filing positions or returns, and changes in tax legislation. Our effective tax rate in future periods will be impacted by the accrual of interest we will record as a result of the unrecognized tax benefits transferred to us in connection with the separation. We expect any amount recorded in respect of the indemnified unrecognized tax benefits reflected in income taxes will have an offsetting amount recorded in “other expense (income),” unless Cadbury fails to, is not required to or cannot indemnify or reimburse us.

Volume

In evaluating our performance, we consider different volume measures depending on whether we sell beverage concentrates and syrups or finished beverages.

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Beverage Concentrates Sales Volume

In our beverage concentrates and syrup businesses, we measure our sales volume in two ways: (1) “concentrates case sales” and (2) “bottler case sales.” The unit of measurement for both concentrates case sales and bottler case sales equals 288 fluid ounces of finished beverage, or 24 twelve ounce servings.

Concentrates case sales represent units of measurement for concentrates and syrups sold by us to our bottlers and distributors. A concentrates case is the amount of concentrates needed to make one case of 288 fluid ounces of finished beverage. It does not include any other component of the finished beverage other than concentrates. Our net sales in our concentrates businesses are based on concentrates cases sold.

Bottler case sales represent the number of cases of our finished beverages sold by us and our bottling partners. Bottler case sales are calculated based upon volumes from both our Bottling Group and volumes reported to us by our third party bottlers.

Bottler case sales and concentrates case sales are not equal during any given period due to changes in bottler concentrates inventory levels, which can be affected by seasonality, bottler inventory and manufacturing practices, and the timing of price increases and new product introductions.

Although our net sales in our concentrates businesses are based on concentrates case sales, we believe that bottler case sales are also a significant measure of our performance because they measure sales of our finished beverages into retail channels.

Finished Beverages Sales Volume

In our finished beverages businesses, we measure volume as case sales to customers. A case sale represents a unit of measurement equal to 288 fluid ounces of finished beverage sold by us. Case sales include both our owned-brands and certain brands licensed to and/or distributed by us.

Volume in Bottler Case Sales

In addition to sales volume, we also measure volume in bottler case sales (“volume (BCS)”) as sales of finished beverages, in equivalent 288 ounce cases, sold by us and our bottlers to retailers and independent distributors.

Results of Operations

For the periods prior to May 7, 2008, our condensed consolidated financial statements have been prepared on a “carve-out” basis from Cadbury’s consolidated financial statements using historical results of operations, assets and liabilities attributable to Cadbury’s Americas Beverages business and including allocations of expenses from Cadbury. The historical Cadbury’s Americas Beverages information is our predecessor financial information. We eliminate from our financial results all intercompany transactions between entities included in the combination and the intercompany transactions with our equity method investees. Subsequent to May 7, 2008, we are an independent company.

References in the financial tables to percentage changes that are not meaningful are denoted by “NM.”

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Nine Months Ended September 30, 2008 Compared to Nine Months Ended September 30, 2007

Consolidated Operations

The following table sets forth our unaudited consolidated results of operation for the nine months ended September 30, 2008 and 2007 (dollars in millions).

	For the Nine Months Ended September 30,
	2008						2007						Percentage
	Dollars			Percent			Dollars			Percent			Change
Net sales	$	4,369			100.0	%	$	4,347			100.0	%		0.5	%
Cost of sales		2,003			45.9			1,984			45.6			1.0
Gross profit		2,366			54.1			2,363			54.4			0.1
Selling, general and administrative expenses		1,586			36.3			1,527			35.1			3.9
Depreciation and amortization		84			1.9			69			1.6			21.7
Restructuring costs		31			0.7			36			0.8			(13.9	)
Gain on disposal of property and intangible assets, net		(3	)		(0.1	)		—			—			NM
Income from operations		668			15.3			731			16.9			(8.6	)
Interest expense		199			4.6			195			4.5			2.1
Interest income		(30	)		(0.7	)		(38	)		(0.9	)		(21.1	)
Other (income) expense		(8	)		(0.2	)		(2	)		—			NM
Income before provision for income taxes and equity in earnings of unconsolidated subsidiaries		507			11.6			576			13.3			(12.0	)
Provision for income taxes		199			4.6			218			5.0			(8.7	)
Income before equity in earnings of unconsolidated subsidiaries		308			7.0			358			8.3			(14.0	)
Equity in earnings of unconsolidated subsidiaries, net of tax		1			—			1			—			NM
Net income	$	309			7.0	%	$	359			8.3	%		(13.9	)%
Earnings per common share:
Basic	$	1.21			NM		$	1.42			NM			(14.8	)%
Diluted	$	1.21			NM		$	1.42			NM			(14.8	)%

Volume (BCS) declined 3%. CSDs declined 2% and NCBs declined 7%. The absence of glaceau sales following the termination of the distribution agreement in 2007 negatively impacted total volumes and NCB volumes by 1 percentage point and 7 percentage points, respectively. In CSDs, Dr Pepper declined 1%. Our “Core 4” brands, which include 7UP, Sunkist, A&W and Canada Dry, declined 3%, primarily related to an 8% decline in 7UP, as the brand cycled the final stages of launch support for 7UP with 100% Natural Flavors and the re-launch of Diet 7UP. In NCBs, 6% growth in Hawaiian Punch, 5% growth in Motts and a 7% growth in Clamato were more than offset by declines of 17% in Aguafiel, 4% in Snapple and the loss of glaceau distribution rights. Aguafiel declined 17% reflecting price increases and a more competitive environment. Our Snapple volumes were down 4% as the brand overlapped 5% growth in the year ago period driven by aggressive pricing and promotional activity that we chose not to repeat in 2008 and the impact of a slow down in consumer spending. We are extending and repositioning our Snapple offerings to support the long term health of the brand. In North America volume declined 3% and in Mexico and the Caribbean volume declined 4%.

Net Sales.  Net sales increased $22 million, or 1%, for the nine months ended September 30, 2008, compared with the nine months ended September 30, 2007. Price increases were partially offset by a decline in sales volumes and an increase in discounts paid to customers. The termination of the glaceau brand distribution agreements reduced net sales by $197 million. Net sales resulting from the acquisition of SeaBev added an incremental $61 million to consolidated net sales.

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Gross Profit.  Gross profit remained flat for the nine months ended September 30, 2008, compared with the year ago period. Increased pricing largely offset increased commodity costs prices across our segments. Gross profit for the nine months ended September 30, 2008, includes LIFO expense of $17 million, compared to $7 million in the year ago period. LIFO is an inventory costing method that assumes the most recent goods manufactured are sold first, which in periods of rising prices results in an expense that eliminates inflationary profits from net income. Gross margin was 54% for the nine months ended September 30, 2008 and 2007.

Selling, General and Administrative Expenses.  SG&A expenses increased to $1,586 million for the nine months ended September 30, 2008, primarily due to separation related costs, higher transportation costs and increased payroll and payroll related costs. In connection with our separation from Cadbury, we incurred transaction costs and other one time costs of $29 million for the nine months ended September 30, 2008, which are included as a component of SG&A expenses. We expect to incur additional separation related costs of $6 million for the remainder of the year. We incurred higher transportation costs principally due to an increase of $24 million related to higher fuel prices. Additionally, our payroll and payroll related costs increased. These increases were partially offset by benefits from restructuring initiatives announced in 2007, lower marketing costs and lower stock-based compensation expense. Stock-based compensation expense was $7 million lower in 2008 due to a reduction in the number of unvested shares outstanding and as all Cadbury stock-based compensation plans became fully vested upon our separation from Cadbury.

Depreciation and Amortization.  An increase of $15 million in depreciation and amortization was principally due to increases in capital spending.

Restructuring Costs.  The $31 million cost for the nine months ended September 30, 2008, was primarily due to an organizational restructuring intended to create a more efficient organization and resulted in the reduction of employees in the Company’s corporate, sales and supply chain functions and the continued integration of the Bottling Group. As of September 30, 2008, we expect to incur approximately $12 million of additional costs through the end of 2008 in connection with our restructuring activities. The $36 million of restructuring cost for the nine months ended September 30, 2007, was primarily related to the integration of our Bottling Group into existing businesses, the integration of technology facilities, and the closure of a facility.

Gain on Disposal of Property and Intangible Assets, net.  We recognized a $3 million gain for the nine months ended September 30, 2008, related to the disposal of assets and the termination of the glaceau brand distribution agreement partially offset by the write-off of assets.

Income from Operations.  Income from operations for the nine months ended September 30, 2008, was $668 million, a decrease from $731 million for the nine months ended September 30, 2007. The loss of the glaceau distribution agreement reduced income from operations by $36 million. Additionally, the increase in SG&A expenses, including $29 million of transaction costs and other one time costs incurred in connection with our separation from Cadbury, reduced income from operations.

Interest Expense.  Interest expense increased $4 million reflecting the company’s capital structure as a stand-alone company. Decreases of $105 million related to interest expense on debt owed to Cadbury and $18 million related to third party debt settlement were partially offset by interest expense principally related to our term loan A and unsecured notes. Interest expense for the nine months ended September 30, 2008, also contained $26 million related to our bridge loan facility, including $21 million of financing fees when the bridge loan facility was terminated.

Interest Income.  The $8 million decrease in interest income was primarily due to the loss of interest income earned on note receivable balances with subsidiaries of Cadbury, partially offset as we earned interest income on the funds from the bridge loan facility and other cash balances.

Provision for Income Taxes.  The effective tax rates for the nine months ended September 30, 2008 and 2007 were 39.2% and 37.8%, respectively. The increase in the effective rate for 2008 was primarily due to tax expense of $7 million related to items that Cadbury is obligated to indemnify under the Tax Indemnity Agreement as well as additional tax expense of $11 million driven by separation transactions partially offset by a greater impact from foreign operations and increased tax credits.

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Results of Operations by Segment

The following tables set forth net sales and UOP for our segments for the nine months ended September 30, 2008 and 2007, as well as the adjustments necessary to reconcile our total segment results to our consolidated results presented in accordance with U.S. GAAP and the elimination of intersegment transactions (dollars in millions).

	For the
	Nine Months Ended
	September 30,
	2008			2007(2)
Net sales
Beverage Concentrates	$	1,001		$	1,004
Finished Goods		1,254			1,174
Bottling Group		2,360			2,388
Mexico and the Caribbean		324			313
Intersegment eliminations and impact of foreign currency(1)		(570	)		(532	)
Net sales as reported	$	4,369		$	4,347

(1) Total segment net sales include Beverage Concentrates and Finished Goods sales to the Bottling Group segment and Bottling Group segment sales to Beverage Concentrates and Finished Goods. These sales are detailed below. Intersegment sales are eliminated in the unaudited Consolidated Statement of Operations. The impact of foreign currency totaled $18 million and $2 million for the nine months ended September 30, 2008 and 2007, respectively.

	For the
	Nine Months Ended
	September 30,
	2008			2007(2)
Beverage Concentrates	$	(294	)	$	(281	)
Finished Goods		(236	)		(217	)
Bottling Group		(58	)		(36	)
Total intersegment sales	$	(588	)	$	(534	)

(2) Intersegment revenue eliminations from the Bottling Group and Finished Goods segments have been reclassified from revenues to intersegment eliminations and impact of foreign currency.

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	For the
	Nine Months Ended
	September 30,
	2008			2007
Segment Results — UOP, Adjustments and Interest Expense
Beverage Concentrates UOP	$	552		$	541
Finished Goods UOP(1)		197			159
Bottling Group UOP(1)		(23	)		60
Mexico and the Caribbean UOP		77			75
LIFO inventory adjustment		(17	)		(7	)
Intersegment eliminations and impact of foreign currency		(10	)		(2	)
Adjustments(2)		(108	)		(95	)
Income from operations		668			731
Interest expense, net		(169	)		(157	)
Other expense		8			2
Income before provision for income taxes and equity in earnings of unconsolidated subsidiaries as reported	$	507		$	576

(1)	UOP for the nine months ended September 30, 2007, for the Bottling Group and Finished Goods segment has been recast to reallocate $43 million of intersegment profit to conform to the change in 2008 management reporting of segment UOP. The allocations for the full year 2007 totaled $54 million.
(2)	Adjustments consist of the following:

	For the
	Nine Months Ended
	September 30,
	2008			2007
Restructuring costs	$	(31	)	$	(36	)
Transaction costs and other one time separation costs		(29	)		—
Unallocated general and administrative expenses		(24	)		(30	)
Stock-based compensation expense		(7	)		(14	)
Amortization expense related to intangible assets		(21	)		(20	)
Incremental pension costs		(4	)		(1	)
Gain on disposal of property and intangible assets, net		3			—
Other		5			6
Total	$	(108	)	$	(95	)

Beverage Concentrates

The following table details our Beverage Concentrates segment’s net sales and UOP for the nine months ended September 30, 2008 and 2007 (dollars in millions):

	For the
	Nine Months Ended
	September 30,				Amount			Percentage
	2008		2007		Change			Change
Net sales	$	1,001	$	1,004	$	(3	)		(0.3	)%
UOP		552		541		11			2.0	%

Net sales for the nine months ended September 30, 2008, decreased $3 million versus the year ago period due to increased discounts primarily paid to customers in the fountain food service channel combined with a 1% decline

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in volumes. The decline in volumes is primarily the result of lower sales to third party bottlers as foot traffic in convenience stores decreased. Intersegment and fountain food service sales volumes were both flat year over year.

UOP increased $11 million for the nine months ended September 30, 2008, as compared to the nine months ended September 30, 2007, driven by savings generated from restructuring initiatives, partially offset by the impact of declining net sales.

Bottler case sales declined 2% for the nine months ended September 30, 2008. The “Core 4” brands — 7UP, Sunkist, A&W and Canada Dry — decreased by 3%, driven primarily by 7UP, as the brand cycled the final stages of launch support for 7UP with 100% Natural Flavors and the re-launch of Diet 7UP. Dr Pepper declined 1% driven primarily by continued declines in the “Soda Fountain Classics” line.

Finished Goods

The following table details our Finished Goods segment’s net sales and UOP for the nine months ended September 30, 2008 and 2007 (dollars in millions):

	For the
	Nine Months Ended
	September 30,				Amount		Percentage
	2008		2007		Change		Change
Net sales	$	1,254	$	1,174	$	80		6.8	%
UOP		197		159		38		23.9	%

Net sales increased $80 million for the nine months ended September 30, 2008, as compared to the nine months ended September 30, 2007, due to a 3% increase in sales volumes and price increases Hawaiian Punch, Mott’s and Clamato sales volumes increased 13%, 4% and 3%, respectively. Snapple sales volumes decreased 6% as it cycled aggressive promotional and pricing activity we chose not to repeat in 2008 and the impact of a slow down in consumer spending. The increase in prices was primarily driven by our Motts brand.

UOP increased $38 million for the nine months ended September 30, 2008, compared with the year ago period primarily due to the growth in net sales combined with lower marketing costs, as we cycled the introduction of Accelerade, and savings generated from restructuring initiatives. These increases were partially offset by higher fuel costs and higher commodity costs.

Bottling Group

The following table details our Bottling Group’s segment’s net sales and UOP for the nine months ended September 30, 2008 and 2007 (dollars in millions):

	For the
	Nine Months Ended
	September 30,					Amount			Percentage
	2008			2007		Change			Change
Net sales	$	2,360		$	2,388	$	(28	)		(1.2	)%
UOP		(23	)		60		(83	)		NM

Net sales decreased $28 million for the nine months ended September 30, 2008, compared with the nine months ended September 30, 2007, reflecting price increases offset by volume declines and the termination of the glaceau brand distribution agreement. The termination of the glaceau brand distribution agreement reduced net sales by $197 million. The sales volume decline reflects a 4% decline in external sales volumes partially offset by an increase in intersegment sales as we increased Bottling Group’s manufacturing of Company owned brands. SeaBev, which was acquired in July 2007, added an incremental $82 million to our net sales during the first six months of 2008.

UOP decreased by $83 million primarily due to net sales declines and higher commodity and fuel costs and wage and benefit inflation. The termination of the glaceau brand distribution agreement reduced UOP by $36 million.

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In a letter dated October 10, 2008, we received formal notification from Hansen Natural Corporation, terminating our agreements to distribute Monster Energy as well as other Hansen’s beverage brands in certain markets in the United States effective November 10, 2008. For the nine months ended September 30, 2008, our Bottling Group generated approximately $170 million and approximately $30 million in revenue and operating profits, respectively, from sales of Hansen brands to third parties in the United States.

Mexico and the Caribbean

The following table details our Mexico and the Caribbean segment’s net sales and UOP for the nine months ended September 30, 2008 and 2007 (dollars in millions):

	For the
	Nine Months Ended
	September 30,				Amount		Percentage
	2008		2007		Change		Change
Net sales	$	324	$	313	$	11		3.5	%
UOP		77		75		2		2.7	%

Net sales increased $11 million for the nine months ended September 30, 2008, compared with the nine months ended September 30, 2007, primarily due to price increases and a favorable product mix, partially offset by a decline in volumes. Sales volumes decreased 4%, principally driven by Aguafiel as the brand faces aggressive price competition.

UOP increased $2 million for the first nine months of 2008 reflecting improvements in net sales combined with lower marketing costs, partially offset by higher costs of packaging materials, an increase in distribution costs and increased wages resulting from geographical expansion projects.

Results of Operations for 2007 Compared to 2006

Combined Operations

The following table sets forth our combined results of operation for 2007 and 2006 (in millions):

	2007						2006						Percentage
	Dollars			Percent			Dollars			Percent			Change
Net sales	$	5,748			100.0	%	$	4,735			100.0	%		21.4	%
Cost of sales		2,617			45.5			1,994			42.1			31.2
Gross profit		3,131			54.5			2,741			57.9			14.2
Selling, general and administrative expenses		2,018			35.1			1,659			35.0			21.6
Depreciation and amortization		98			1.7			69			1.5			42.0
Restructuring costs		76			1.3			27			0.6			NM
Impairment of intangible assets		6			0.1			—			—			NM
Loss/(gain) on disposal of property and intangible assets, net		(71	)		(1.2	)		(32	)		(0.6	)		NM
Income from operations		1,004			17.5			1,018			21.4			(1.4	)
Interest expense		253			4.4			257			5.4			(1.6	)
Interest income		(64	)		(1.1	)		(46	)		(1.0	)		39.1
Other expense/(income)		(2	)		—			2			—			NM
Income before provision for income taxes and equity in earnings of unconsolidated subsidiaries		817			14.2			805			17.0			1.5
Provision for income taxes		322			5.6			298			6.3			8.1
Income before equity in earnings of unconsolidated subsidiaries		495			8.6			507			10.7			(2.4	)
Equity in earnings of unconsolidated subsidiaries, net of tax		2			—			3			0.1			(33.3	)
Net income	$	497			8.6	%	$	510			10.8	%		(2.5	)%

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Net Sales.  The $1,013 million increase was primarily due to increases in our Bottling Group segment, which contributed an additional $931 million mainly due to the inclusion of our bottling acquisitions. Higher pricing and improved sales mix in all remaining segments increased net sales by 3% despite lower volumes. Excluding the impact of our bottling acquisitions, volumes were down 1%, with declines in Dr Pepper and Hawaiian Punch being partially offset by increases in Snapple, Mott’s and Sunkist. The disposal of the Grandma’s Molasses brand in January 2006 and the Slush Puppie business in May 2006 reduced net sales by less than 1%.

Gross Profit.  The $390 million increase was primarily due to increases in our Bottling Group segment, which contributed an additional $359 million mainly due to the inclusion of our bottling acquisitions. The remaining increase was primarily due to net sales growth, partially offset by increases in commodity costs, including HFCS and apple juice concentrate, as well as inventory write-offs related to Accelerade.

Gross margin was 54% in 2007 and 58% in 2006. The decrease in gross margin was due primarily to the inclusion of our bottling acquisitions (which generally have lower margins than our other businesses) for the full year 2007 as compared to partial periods in 2006.

Selling, General and Administrative Expenses.  The $359 million increase was primarily due to increases in our Bottling Group segment, which resulted in an additional $324 million of expenses mainly due to the inclusion of our bottling acquisitions. The remaining increase for all other segments was primarily due to the impact of inflation (particularly in wages and benefits), higher transportation costs as well as higher allocations from Cadbury Schweppes, partially offset by a reduction in annual management incentive plan accruals. Marketing was up slightly as increases in the Finished Goods segment to support new product launches, including Accelerade, Mott’s line extensions, and Peñafiel in the United States, were mostly offset by a reduction in the Beverage Concentrates segment.

Depreciation and Amortization.  The $29 million increase was principally due to higher depreciation on property, plant and equipment and amortization of definite-lived intangible assets in connection with our bottling acquisitions.

Impairment of Intangible Assets.  In 2007, we recorded impairment charges of $6 million, of which $4 million was related to the Accelerade brand.

Restructuring Costs.  The $76 million cost in 2007 was primarily due to $32 million of costs associated with the organizational restructuring announced on October 10, 2007 and $21 million of costs associated with the Bottling Group integration. The organizational restructuring announced in October 2007 included employee reductions and the closure of manufacturing facilities.

The $27 million cost in 2006 was primarily related to the Bottling Group integration as well as various other cost reduction and efficiency initiatives. The Bottling Group integration and other cost reduction and efficiency initiatives primarily related to the alignment of management information systems, the consolidation of the back office operations from the acquired businesses, the elimination of duplicate functions, and employee relocations.

Gain on Disposal of Property and Intangible Assets.  In 2007, we recognized a $71 million gain due to a payment we received from Energy Brands, Inc. as a result of its termination of our contractual rights to distribute glacéau products. In 2006, we recognized a $32 million gain on disposals of assets, attributable to the Grandma’s Molasses brand and the Slush Puppie business.

Income from Operations.  The $14 million decrease was due to the $55 million operating loss from the launch of Accelerade, increased selling, general and administrative expenses and $49 million of higher restructuring costs in 2007, partially offset by higher net sales in 2007 and $39 million of higher gain on disposal of property and intangible assets in 2007.

Interest Expense.  The $4 million decrease in 2007 was primarily due to a reduction in the interest component paid on a lawsuit settled in June 2007 and a decrease in interest due to the settlement of third-party debt. These decreases were partially offset by an increase in interest on our related-party debt.

Interest Income.  The $18 million increase was primarily due to higher related-party note receivable balances with subsidiaries of Cadbury Schweppes.

Provision for Income Taxes.  The effective tax rates for 2007 and 2006 were 39.3% and 36.9%, respectively. The increase in the effective rate for 2007 was primarily due to a lower benefit from foreign operations.

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Results of Operations by Segment for 2007 Compared to 2006

We report our business in four segments: Beverage Concentrates, Finished Goods, Bottling Group, and Mexico and the Caribbean. The key financial measures management uses to assess the performance of our segments are net sales and UOP.

The following tables set forth net sales and UOP for our segments for 2007 and 2006, as well as the adjustments necessary to reconcile our total segment results to our combined results presented in accordance with U.S. GAAP and the elimination of intersegment transactions (dollars in millions).

	2007			2006
Net sales
Beverage Concentrates	$	1,342		$	1,330
Finished Goods		1,562			1,516
Bottling Group		3,143			2,001
Mexico and the Caribbean		418			408
Intersegment eliminations and impact of foreign currency(1)		(717	)		(520	)
Net sales as reported	$	5,748		$	4,735

(1) Total segment net sales include Beverage Concentrates and Finished Goods sales to the Bottling Group segment and Bottling Group sales to the Beverage Concentrates and Finished Goods segments. These sales are detailed below. Intersegment sales are eliminated in our audited combined statements of operations. The increase in these eliminations was due principally to the inclusion of our 2006 bottling acquisitions for the full year 2007 as compared to the inclusion of our 2006 bottling acquisitions for partial periods in 2006.

	2007		2006
Beverage Concentrates	$	386	$	255
Finished Goods		289		235
Bottling Group		51		28
Total intersegment sales	$	726	$	518

	2007			2006
Underlying operating profit
Beverage Concentrates UOP	$	731		$	710
Finished Goods UOP(1)		221			228
Bottling Group UOP(1)		76			74
Mexico and the Caribbean UOP		100			102
Corporate and other(2)		(36	)		(10	)
Adjustments and eliminations(3)		(275	)		(299	)
Income before provision for income taxes and equity in earnings of unconsolidated subsidiaries	$	817		$	805

(1)

UOP for the Bottling Group and Finished Goods segments have been recast to reallocate intersegment profit allocations to conform to the change in 2008 management reporting of segment UOP. The allocations totaled $54 million and $56 million for 2007 and 2006, respectively.

(2)

Consists of equity in earnings of unconsolidated subsidiaries and general and administrative expenses not allocated to the segments. The change was primarily due to a decrease in our equity in earnings of unconsolidated subsidiaries compared to 2006 as a result of our purchase of the remaining 55% of DPSUBG in May 2006 and an increase in general and administrative expenses related to our IT operations.

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(3) Adjustments and eliminations are detailed below. Note that in 2007, a portion ($58 million) of the $71 million gain on termination of the glaceau distribution agreements is included as an adjustment. The balance of the gain ($13 million) is reflected in the Bottling Group UOP.

	2007			2006
Interest expense, net	$	(189	)	$	(211	)
Other income (expense)		2			(2	)
Restructuring costs		(76	)		(27	)
Stock-based compensation expense		(21	)		(17	)
Amortization expense related to intangible assets		(30	)		(19	)
Incremental pension costs		(11	)		(15	)
Impairment of intangible assets		(6	)		—
LIFO inventory adjustment		(6	)		(3	)
Intersegment eliminations and impact of foreign currency		2			(12	)
Gain on disposal of intangible assets		58			32
Elimination of equity earnings in DPSUBG		—			(5	)
Other		2			(20	)
Total	$	(275	)	$	(299	)

Beverage Concentrates

The following table details our Beverage Concentrates segment’s net sales and UOP for the years ended December 31, 2007 and 2006 (dollars in millions):

					Dollar
					Amount		Percentage
	2007		2006		Change		Change
Net sales	$	1,342	$	1,330	$	12		0.9	%
UOP		731		710		21		3.0	%

The $12 million net sales increase was due primarily to price increases, which more than offset the impact of a 1.4% volume decline. The volume decline was due primarily to a 3.3% decline in Dr Pepper partially offset by single digit percentage increases in Sunkist, Schweppes and A&W. The Dr Pepper decline is primarily a result of comparisons to prior period volumes that included the launch of “Soda Fountain Classics” line extensions. Line extensions are usually offered for a limited time period and their volumes typically decline in the years subsequent to the year of launch, as was the case with these line extensions in 2007. The total of all other regular and Diet Dr Pepper volumes (“base Dr Pepper volumes”) declined 0.4%. For 2006, net sales included $8 million for the Slush Puppie business, which was disposed in May 2006.

The $21 million UOP increase was due primarily to higher net sales and lower marketing investments (particularly advertising costs) partially offset by higher cost of sales from increased sweetener and flavor costs and increased selling, general and administrative expenses. The lower marketing investments were primarily a result of a reduction in Beverage Concentrates marketing investments to support new product initiatives in our Finished Goods segment, including $25 million for the launch of Accelerade. Selling, general and administrative expenses were higher due primarily to increased corporate costs following our bottler acquisitions, a transfer of sales personnel from the Finished Goods segment to this segment reflecting a sales reorganization, and general inflationary increases, which were partially offset by lower management annual incentive plan accruals.

Bottler case sales declined 1.5% in 2007 due primarily to a 2.5% decline in Dr Pepper, and a single and double digit percentage decline in 7UP and Diet Rite, respectively. The Dr Pepper decline results from comparisons to strong volumes in 2006 driven by the “Soda Fountain Classics” line extensions which were nationally introduced in 2005, while the total of base Dr Pepper volumes increased 0.4% compared with the prior year. The 7UP decline primarily reflects the discontinuance of 7UP Plus, as well as the comparison to strong volumes in 2006 driven by the third quarter launch of 7UP “with natural flavors” and heavy promotional support for 7UP and other brands. The Diet Rite decline was due to the shift of marketing investment from Diet Rite to other diet brands, such as Diet

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Sunkist, Diet A&W and Diet Canada Dry. These declines were partially offset by single digit percentage increases in Sunkist and Canada Dry, which are consistent with the consumer shift from colas to flavored CSDs.

Finished Goods

The following table details our Finished Goods segment’s net sales and UOP for the years ended December 31, 2007 and 2006 (dollars in millions):

					Dollar
					Amount			Percentage
	2007		2006		Change			Change
Net sales	$	1,562	$	1,516	$	46			3.0	%
UOP		221		228		(7	)		(3.1	)%

The $46 million net sales increase was due to price increases and a favorable shift towards higher priced products such as Snapple and Mott’s. These increases were partially offset by lower volumes and higher product placement costs associated with new product launches. The volume decrease of 2.0% was primarily due to a price increase on Hawaiian Punch in April 2007, which more than offset growth from Snapple and Mott’s. Snapple volumes increased primarily due to the launch of Antioxidant Waters and the continued growth from super premium teas. Mott’s volumes increased due primarily to the new product launches of Mott’s for Tots juice and Mott’s Scooby Doo apple sauce and increased consumer demand for apple juice.

The $7 million UOP decrease was due primarily to a $55 million operating loss from Accelerade, partially offset by the strong performance of Mott’s and Snapple products. The $55 million operating loss attributable to Accelerade was primarily due to new product launch expenses to support our entry into the sports drink category. The launch had been supported by significant product placement and marketing investments. In 2007, we had no net sales for this product as gross sales were more than offset by product placement fees. UOP was also negatively impacted by higher costs for glass, HFCS, apple juice concentrate, as well as $8 million of costs for the launch of Mott’s line extensions and the launch of Peñafiel in the United States, partially offset by the elimination of co-packing fees previously charged by the Bottling Group segment and lower selling, general and administrative costs due to the transfer of sales personnel from the Finished Goods segment to the Beverages Concentrates segment in connection with a sales reorganization.

Bottling Group

The following table details our Bottling Group segment’s net sales and UOP for the years ended December 31, 2007 and 2006 (dollars in millions):

					Dollar
					Amount		Percentage
	2007		2006		Change		Change
Net sales	$	3,143	$	2,001	$	1,142		57.1	%
UOP		76		74		2		2.7	%

The results of operations for 2006 only include eight months of results from DPSUBG (acquired in May 2006), approximately seven months of results from All American Bottling Corp. (acquired in June 2006), and approximately five months of results from Seven Up Bottling Company of San Francisco (acquired in August 2006), as compared to 2007 which includes a full year of results of operations for these businesses and approximately six months of results from SeaBev (acquired in July 2007).

The $1,142 million net sales increase was primarily due to the bottling acquisitions described above, price increases and a favorable sales mix of higher priced NCBs. After elimination of intersegment sales, the impact on our consolidated net sales was an increase of $931 million.

UOP increased $2 million in 2007 compared to 2006. The associated profit from the increased net sales were more than offset by an increase in post-acquisition employee benefit costs, wage inflation costs, higher HFCS costs, the elimination of co-packing fees in 2007 which were previously earned on manufacturing for the Finished Goods segment, and an increase in investments in new markets. Additionally, in 2007, UOP included a portion ($13 million) of the $71 million gain due to the payment we received from Energy Brands, Inc. as a result of their termination of our contractual rights to distribute glacéau products.

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Mexico and the Caribbean

The following table details our Mexico and Caribbean segment’s net sales and UOP for the years ended December 31, 2007 and 2006 (dollars in millions):

					Dollar
					Amount			Percentage
	2007		2006		Change			Change
Net sales	$	418	$	408	$	10			2.5	%
UOP		100		102		(2	)		(2.0	)%

The $10 million net sales increase was due to volume growth of 1.5% and increased pricing despite challenging market conditions and adverse weather, partially offset by unfavorable currency translation. The volume growth was due to the strong performance of Aguafiel and Clamato brands, both of which had double digit percentage increases. Foreign currency translation negatively impacted net sales by $6 million.

The $2 million UOP decrease in 2007 despite the increase in net sales was due primarily to an increase in raw material costs, particularly HFCS, higher distribution costs and unfavorable foreign currency translation. Foreign currency translation of expenses negatively impacted UOP by $2 million.

Results of Operations for 2006 Compared to 2005

Combined Operations

The following table sets forth our combined results of operations for 2006 and 2005 (in millions):

	2006						2005						Percentage
	Dollars			Percent			Dollars			Percent			Change
Net sales	$	4,735			100.0	%	$	3,205			100.0	%		47.7	%
Cost of sales		1,994			42.1			1,120			34.9			78.0
Gross profit		2,741			57.9			2,085			65.1			31.5
Selling, general and administrative expenses		1,659			35.0			1,179			36.8			40.7
Depreciation and amortization		69			1.5			26			0.8			165.4
Restructuring costs		27			0.6			10			0.3			NM
Loss/(gain) on disposal of property and intangible assets, net		(32	)		(0.6	)		(36	)		(1.1	)		NM
Income from operations		1,018			21.4			906			28.3			12.4
Interest expense		257			5.4			210			6.6			22.4
Interest income		(46	)		(1.0	)		(40	)		(1.2	)		(15.0	)
Other expense/(income)		2			—			(51	)		(1.6	)		NM
Income before provision for income taxes, equity in earnings of unconsolidated subsidiaries and cumulative effect of change in accounting policy		805			17.0			787			24.5			2.3
Provision for income taxes		298			6.3			321			10.0			(7.2	)
Income before equity in earnings of unconsolidated subsidiaries and cumulative effect of change in accounting policy		507			10.7			466			14.5			8.8
Equity in earnings of unconsolidated subsidiaries, net of tax		3			0.1			21			0.7			NM
Income before cumulative effect of change in accounting policy		510			10.8			487			15.2			4.7
Cumulative effect of change in accounting policy, net of tax		—			—			10			0.3			NM
Net income	$	510			10.8	%	$	477			14.9	%		6.9	%

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Net Sales.  The $1,530 million increase was primarily due to increases in our Bottling Group segment, which contributed an additional $1,462 million mainly due to the inclusion of our bottling group acquisitions. The remaining $68 million increase was due primarily to higher pricing, improved sales mix and favorable foreign currency translation. Volumes declined 1.4% primarily reflecting the impact of higher pricing in the Finished Goods segment and lower Beverage Concentrates volumes primarily due to 7UP and Diet Rite, which were partially offset by growth in our Mexico and the Caribbean segment. The disposal of a brand and a business reduced net sales by less than 1%.

Gross Profit.  The $656 million increase was primarily due to increases in our Bottling Group segment, which contributed an additional $570 million mainly due to the inclusion of our bottling group acquisitions. The remaining $86 million increase was primarily due to net sales growth, partially offset by higher raw material costs, including PET, glass and sweeteners. As a result of the bottling acquisitions, we were also able to reduce the use of external co-packing, which lowered overall production costs.

Gross margin was 58% in 2006 and 65% in 2005. The decrease in gross margin was due to the inclusion of our bottling acquisitions, which generally have lower margins than our other businesses.

Selling, General and Administrative Expenses.  The $480 million increase was primarily due to increases in our Bottling Group segment, which contributed an additional $484 million of expenses mainly due to the inclusion of our bottling group acquisitions. The remaining $4 million decrease was primarily due to lower marketing investments as well as reduced stock option and pension expenses, partially offset by higher transportation costs driven by fuel and general inflation for wages and benefits.

Depreciation and Amortization.  The $43 million increase was primarily due to higher depreciation on property, plant and equipment and amortization of definite lived intangible assets following our bottling acquisitions.

Restructuring Costs.  In 2006, the $27 million in expenses was primarily related to integration costs associated with our bottling acquisitions, as well as the outsourcing of certain back office functions, such as accounts payable and travel and entertainment management, to a third-party provider, and a reorganization of our information technology functions. The integration costs associated with our bottling acquisitions primarily related to the alignment of management information systems, the consolidation of back office operations from the acquired businesses, the elimination of duplicate functions, and employee relocations. In 2005, the $10 million in expenses was primarily related to costs from the restructuring of our four North American businesses (Mott’s, Snapple, Dr Pepper/Seven Up and Mexico) into a combined management reporting unit, that occurred in 2004 and the further consolidation of our back office operations that began in 2004.

Gain on Disposal of Property and Intangible Assets.  In 2006, we recognized a $32 million gain on the disposals of assets attributable to the disposals of the Grandma’s Molasses brand and Slush Puppie business. In 2005, we recognized a $36 million gain on the disposal of the Holland House brand.

Income from Operations.  The $112 million increase was primarily due to the net impact of our bottling acquisitions and strong performance from our Beverage Concentrates segment, partially offset by higher restructuring costs.

Interest Expense.  The $47 million increase was primarily due to the increase in related party debt as a result of the bottling acquisitions, which resulted in higher interest expense of $67 million. There was a further increase of $18 million due to higher interest rates on our variable rate related party debt. These increases were partially offset by a reduction of $43 million related to the repayment of certain related party debt.

Interest Income.  The $6 million increase is primarily due to fluctuations in related party note receivable balances with subsidiaries of Cadbury.

Other expense (income).  The $53 million decrease was primarily due to the non-recurring foreign currency translation gain generated in 2005 from the redenomination of a related party debt payable by our Mexico and the Caribbean segment.

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Provision for Income Taxes.  The effective tax rates for 2006 and 2005 were 36.9% and 39.7% respectively. The lower effective rate in 2006 was due to an income tax benefit related to the American Jobs Creation Act for domestic manufacturing, a greater benefit from foreign operations, changes in state, local and foreign income tax rates and shifts in the relative jurisdictional mix of taxable profits.

Equity in Earnings of Unconsolidated Subsidiaries.  The $18 million decrease was due to the impact of our increased ownership of DPSUBG. Prior to May 2, 2006, we owned approximately 45% of DPSUBG and recorded our share of its earnings on an equity basis. On May 2, 2006, we increased our ownership from 45% to 100%. As a result, DPSUBG’s results were reflected on a consolidated basis after May 2, 2006.

Cumulative Effect of Change in Accounting Policy, Net of Tax.  In 2005, we adopted Statement of Financial Accounting Standards (“SFAS”) No. 123(R), Share-Based Payment and selected the prospective method of transition. Accordingly, prior period results were not restated and the cumulative impact for additional expense of $10 million was reflected in 2005.

Results of Operations by Segment for 2006 Compared to 2005

The following tables set forth net sales, and UOP for our segments for 2006 and 2005, as well as adjustments necessary to reconcile our total segment results to our combined results presented in accordance with U.S. GAAP and the elimination of intersegment transactions (dollars in millions).

	2006			2005
Net sales
Beverage Concentrates	$	1,330		$	1,304
Finished Goods		1,516			1,516
Bottling Group		2,001			241
Mexico and the Caribbean		408			354
Intersegment eliminations and impact of foreign currency(1)		(520	)		(210	)
Net sales as reported	$	4,735		$	3,205

(1) Total segment net sales include Beverage Concentrates and Finished Goods sales to the Bottling Group segment and Bottling Group sales to the Beverage Concentrates and Finished Goods segments. These sales are detailed below. Intersegment sales are eliminated in our audited combined statements of operations. The increase in these eliminations was due principally to the inclusion of our 2006 bottling acquisitions.

	2006		2005
Beverage Concentrates	$	255	$	41
Finished Goods		235		174
Bottling Group		28		—
Total intersegment sales	$	518	$	215

	2006			2005
Underlying operating profit
Beverage Concentrates UOP	$	710		$	657
Finished Goods UOP(1)		228			220
Bottling Group UOP(1)		74			(11	)
Mexico and the Caribbean UOP		102			96
Corporate and other(2)		(10	)		14
Adjustments and eliminations(3)		(299	)		(189	)
Income before provision for income taxes and equity in earnings of unconsolidated subsidiaries	$	805		$	787

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(1)	UOP for the Bottling Group and Finished Goods segments have been recast to reallocate intersegment profit allocations to conform to the change in 2008 management reporting of segment UOP. The allocations totaled $56 million and $55 million for 2006 and 2005, respectively.
(2)	Consists of equity in earnings of unconsolidated subsidiaries and general and administrative expenses not allocated to the segments. The change was primarily due to a decrease in our equity in earnings of unconsolidated subsidiaries compared to 2006 as a result of our purchase of the remaining 55% of DPSUBG in May 2006 and an increase in general and administrative expenses related to our IT operations.
(3)	Adjustments and eliminations consist of the following:

	2006			2005
Interest expense, net	$	(211	)	$	(170	)
Other (expense) income		(2	)		51
Restructuring costs		(27	)		(10	)
Stock-based compensation expense		(17	)		(22	)
Amortization expense related to intangible assets		(19	)		(3	)
Incremental pension costs		(15	)		(25	)
LIFO inventory adjustment		(3	)		(8	)
Intersegment eliminations and impact of foreign currency		(12	)		(10	)
Gain on disposal of intangible assets		32			36
Elimination of equity earnings in DPSUBG		(5	)		(23	)
Other		(20	)		(5	)
Total	$	(299	)	$	(189	)

Beverage Concentrates

The following table details our Beverage Concentrates segment’s net sales and UOP for the years ended December 31, 2006 and 2005 (dollars in millions):

					Dollar
					Amount		Percentage
	2006		2005		Change		Change
Net sales	$	1,330	$	1,304	$	26		2.0	%
UOP		710		657		53		8.1	%

The $26 million net sales increase was due primarily to price increases, offset by volume declines of 1.8%. Dr Pepper volumes increased 0.6% as the result of “Soda Fountain Classics” line extensions and Sunkist, A&W and Canada Dry volumes increased by single digit percentages, but were more than offset by 7UP and Diet Rite volume declines.

The $53 million UOP increase was due primarily to higher net sales and lower cost of sales and marketing expenses (primarily advertising costs), which were partially offset by higher selling, general and administrative expenses. The lower cost of sales was driven by a favorable sales mix shift away from higher cost beverage concentrates products, such as 7UP Plus and Diet Rite, to non-diet products. The higher selling, general and administrative expenses related mainly to an increase in corporate costs following our bottling acquisitions.

Bottler case sales increased 0.9% primarily due to growth in Dr Pepper following the launch of Dr Pepper Berries & Cream, the second offering of the “Soda Fountain Classics” line extensions, and single digit percentage increases on Diet Dr Pepper as a result of the “Diet Try It” promotion. Sunkist had a double digit volume percentage increase due to a line extension, and A&W had a single digit volume percentage increase due to new packaging. These increases were partially offset by a decline in 7UP and Diet Rite. The 7UP decline was primarily due to the discontinuation of 7UP Plus which was partially offset by the volume gains in the relaunch of 7UP “with natural

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flavors” in the third quarter of 2006. The Diet Rite decline was due to a reallocation of marketing investments from Diet Rite to Diet 7UP, Diet Sunkist, Diet A&W and Diet Canada Dry.

Finished Goods

The following table details our Finished Goods segment’s net sales and UOP for the years ended December 31, 2006 and 2005 (dollars in millions):

					Dollar
					Amount		Percentage
	2006		2005		Change		Change
Net sales	$	1,516	$	1,516	$	—		—	%
UOP		228		220		8		3.6	%

Net sales were equal to the prior year as volume declines of 3.0% and an unfavorable sales mix were offset by price increases. Volume declines in Snapple and Yoo-Hoo more than offset an increase in Hawaiian Punch.

The $8 million UOP increase was due to lower cost of sales, partially offset by higher marketing expenses mainly associated with the launch of Snapple super premium teas. The lower cost of sales was due to supply chain initiatives, including lower ingredient costs from product reformulation and lower production costs as certain products, which were previously co-packed externally, were manufactured in-house. These cost of sales reductions were partially offset by an increase in our cost of HFCS, PET and glass.

Bottling Group

The following table details our Bottling Group segment’s net sales and UOP for the years ended December 31, 2006 and 2005 (dollars in millions):

						Dollar
						Amount			Percentage
	2006		2005			Change			Change
Net sales	$	2,001	$	241		$	1,760			NM
UOP		74		(11	)		(85	)		NM

Bottling Group results in 2005 included only the results from the former Snapple Distributors segment. Bottling Group’s 2006 results include a full year of sales of $271 million from the former Snapple Distributors segment, and partial year results from our 2006 bottling acquisitions. After elimination of intersegment sales, the impact on our consolidated net sales was an increase of $1,462 million. UOP was $74 million on $2,001 million of net sales in 2006 compared to UOP of ($11) million in 2005.

Mexico and the Caribbean

The following table details our Bottling Group segment’s net sales and UOP for the years ended December 31, 2006 and 2005 (dollars in millions):

					Dollar
					Amount		Percentage
	2006		2005		Change		Change
Net sales	$	408	$	354	$	54		15.3	%
UOP		102		96		6		6.3	%

The $54 million net sales increase was due to 3.4% volume growth, increased pricing, improved sales mix and favorable foreign currency translation. Volumes increased due to growth in Aguafiel, Clamato and Squirt following our improved penetration of large retail stores and growth in the third-party distributor channel. Foreign currency translation favorably impacted net sales by $15 million.

The $6 million UOP increase was due to the increased net sales, partially offset by increases in HFCS and PET costs, higher transportation and distribution costs, increased selling, general and administrative expenses, and unfavorable foreign currency translation. Foreign currency translation negatively impacted cost of sales by $6 million.

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Critical Accounting Policies

The process of preparing our financial statements in conformity with U.S. GAAP requires the use of estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses. These estimates and judgments are based on historical experience, future expectations and other factors and assumptions we believe to be reasonable under the circumstances. The most significant estimates and judgments are reviewed on an ongoing basis and are revised when necessary. Actual amounts may differ from these estimates and judgments. A summary of our significant accounting policies is contained in Note 2 to our audited combined financial statements included elsewhere in this prospectus.

The most significant estimates and judgments relate to:

•  revenue recognition;

•  valuations of goodwill and other indefinite lived intangibles;

•  stock-based compensation;

•  pension and postretirement benefits; and

•  income taxes.

Revenue Recognition

We recognize sales revenue when all of the following have occurred: (1) delivery, (2) persuasive evidence of an agreement exists, (3) pricing is fixed or determinable, and (4) collection is reasonably assured. Delivery is not considered to have occurred until the title and the risk of loss passes to the customer according to the terms of the contract between us and the customer. The timing of revenue recognition is largely dependent on contract terms. For sales to other customers that are designated in the contract as free-on-board destination, revenue is recognized when the product is delivered to and accepted at the customer’s delivery site.

In addition, we offer a variety of incentives and discounts to bottlers, customers and consumers through various programs to support the distribution and promotion of our products. These incentives and discounts include cash discounts, price allowances, volume based rebates, product placement fees and other financial support for items such as trade promotions, displays, new products, consumer incentives and advertising assistance. These incentives and discounts, which we collectively refer to as trade spend, are reflected as a reduction of gross sales to arrive at net sales. Trade spend for 2007 and 2006 includes the effect of our bottling acquisitions where the amounts of such spend are larger than those related to other parts of our business. The aggregate deductions from gross sales recorded by us in relation to these programs were approximately $3,159 million, $2,440 million and $928 million in 2007, 2006 and 2005, respectively. Net sales are also reported net of sales taxes and other similar taxes.

Goodwill and Other Indefinite Lived Intangible Assets

The majority of our intangible asset balances are made up of goodwill and brands which we have determined to have indefinite useful lives. In arriving at the conclusion that a brand has an indefinite useful life, we review factors such as size, diversification and market share of each brand. We expect to acquire, hold and support brands for an indefinite period through consumer marketing and promotional support. We also consider factors such as our ability to continue to protect the legal rights that arise from these brand names indefinitely or the absence of any regulatory, economic or competitive factors that could truncate the life of the brand name. If the criteria are not met to assign an indefinite life, the brand is amortized over its expected useful life.

We conduct impairment tests on goodwill and all indefinite lived intangible assets annually, as of December 31, or more frequently if circumstances indicate that the carrying amount of an asset may not be recoverable. We use present value and other valuation techniques to make this assessment. If the carrying amount of an intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.

Impairment tests for goodwill include comparing the fair value of the respective reporting units, which are our segments, with their carrying amount, including goodwill. Goodwill is evaluated using a two-step impairment test at the reporting unit level. The first step compares the carrying amount of a reporting unit, including goodwill, with its

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fair value. If the carrying amount of a reporting unit exceeds its fair value, a second step is completed to determine the amount of goodwill impairment loss to record. In the second step, an implied fair value of the reporting unit’s goodwill is determined by allocating the fair value of the reporting unit to all of the assets and liabilities other than goodwill. The amount of impairment loss is equal to the excess of the carrying amount of the goodwill over the implied fair value of that goodwill. See Note 8 to our audited combined financial statements for the years ended December 31, 2007, December 31, 2006 and January 1, 2006, included elsewhere in this prospectus.

The tests for impairment include significant judgment in estimating fair value primarily by analyzing future revenues and profit performance. Assumptions used on our impairment calculations, such as our cost of capital and the appropriate discount rates are based on the best available market information and are consistent with our internal operating forecasts. These assumptions could be negatively impacted by various of the risks discussed in “Risk Factors” in this prospectus.

Stock-Based Compensation

On January 3, 2005, we adopted Statement of Financial Accounting Standards No. 123(R), Share-Based Payment (“SFAS 123(R)”). SFAS 123(R) requires the recognition of compensation expense in our Combined Statements of Operations related to the fair value of employee share-based awards. Prior to the adoption of SFAS 123(R), we applied Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (“APB25”) and related interpretations when accounting for our stock-based compensation plans. We have selected the modified prospective method of transition; accordingly, prior periods have not been restated. Upon adoption of SFAS 123(R), for awards which are classified as liabilities we were required to reclassify the APB 25 historical compensation cost from equity to liability and to recognize the difference between this and the fair value liability through the statement of operations.

We selected the Black-Scholes option pricing model as the most appropriate method for determining the estimated fair value for stock-based awards. The Black-Scholes option pricing model requires the use of highly subjective and complex assumptions which determine the fair value of stock-based awards, including the option’s expected term, expected volatility of the underlying stock, risk-free rate, and expected dividends. These assumptions significantly affect the stock compensation charges associated with each grant and in the case of liability plans, the cost associated with remeasuring the liability at each balance sheet date. Moreover, changes in forfeiture rates affect the timing and amount of stock compensation expense recognized over the requisite service period.

Under SFAS 123(R), we recognize the cost of all unvested employee stock options on a straight-line attribution basis over their respective vesting periods, net of estimated forfeitures. In addition, prior to the separation, we had certain employee share plans that contained inflation indexed earnings growth performance conditions. SFAS 123(R) requires plans with such performance criteria to be accounted for under the liability method. The liability method, as set out in SFAS 123(R), requires a liability be recorded on the balance sheet until awards have vested. Upon the separation, all awards under these plans vested. Also, in calculating the income statement charge for share awards under the liability method as set out in SFAS 123(R), the fair value of each award must be remeasured at each reporting date until vesting.

The compensation expense related to our stock-based compensation plans is included within “selling, general and administrative expenses” in our Combined Statements of Operations. We recognized approximately $21 million ($13 million net of tax), $17 million ($10 million net of tax) and $22 million ($13 million net of tax) of expense in 2007, 2006 and 2005, respectively. See Note 14 to our audited combined financial statements for a further description of the stock-based compensation plans.

Pension and Postretirement Benefits

We have several pension and postretirement plans covering our employees who satisfy age and length of service requirements. There are seven defined benefit pension plans and three postretirement plans. Depending on the plan, pension and postretirement benefits are based on a combination of factors, which may include salary, age and years of service. One of the seven defined benefit plans is an unfunded pension plan that provides supplemental pension benefits to certain former senior executives, and is accounted for as a defined contribution plan.

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Pension expense has been determined in accordance with the principles of SFAS No. 87, Employers’ Accounting for Pensions which requires use of the “projected unit credit” method for financial reporting. We adopted the provisions of SFAS No. 158 Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans — An amendment of Financial Accounting Standards Board Statements No. 87, 88, 106, and 132(R) (“SFAS 158”) related to recognizing the funded status of a benefit plan and the disclosure requirements on December 31, 2006. We have elected to defer the change of measurement date as permitted by SFAS 158 until December 31, 2008. Our policy is to fund pension plans in accordance with the requirements of the Employee Retirement Income Security Act. Employee benefit plan obligations and expenses included in the combined financial statements are determined from actuarial analyses based on plan assumptions, employee demographic data, years of service, compensation, benefits and claims paid and employer contributions.

The expense related to the postretirement plans has been determined in accordance with SFAS No. 106, Employers’ Accounting for Postretirement Benefits Other Than Pensions (“SFAS 106”). As provided in SFAS 106, we accrue the cost of these benefits during the years that employees render service to us.

The calculation of pension and postretirement plan obligations and related expenses is dependent on several assumptions used to estimate the present value of the benefits earned while the employee is eligible to participate in the plans. The key assumptions we use in determining the plan obligations and related expenses include: (1) the interest rate used to calculate the present value of the plan liabilities, (2) employee turnover, retirement age and mortality and (3) the expected return on plan assets. Our assumptions reflect our historical experience and our best judgment regarding future performance. Due to the significant judgment required, our assumptions could have a material impact on the measurement of our pension and postretirement obligations and expenses.

See Note 13 to our audited combined financial statements for more information about the specific assumptions used in determining the plan obligations and expenses.

Income Taxes

Prior to our separation from Cadbury on May 7, 2008, we were included in the consolidated tax return of Cadbury’s Americas operations. Our financial statements reflected a tax provision as if we filed our own separate return. Subsequent to the separation, we determine our tax rate based on our annual net income before tax, statutory tax rates, tax planning benefits available to us in the jurisdictions in which we operate and the Tax Indemnity Agreement. Significant judgment is required in determining our annual tax rate and in evaluating our tax positions. We establish reserves when we believe certain positions may be subject to challenge. We adjust these reserves as the facts and circumstances of each position changes.

Deferred taxes are recognized for future tax effects of temporary differences between financial and income tax reporting using rates in effect for the years in which the differences are expected to reverse. We establish valuation allowances for our deferred tax assets when we believe expected future taxable income is not likely to support the use of a deduction or credit in that tax jurisdiction.

We have adopted the provisions of FIN 48, Accounting for Uncertainty in Income Taxes (“FIN 48”) effective January 1, 2007. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

The establishment of a liability for unrecognized tax benefits requires us to identify whether a tax position is more likely than not to be sustained upon examination by tax authorities and also required us to estimate the largest amount of tax benefit that is greater than 50% likely to be realized upon settlement. Whether a tax position is more likely than not to be sustainable, and determining the largest amount that is more likely than not to be realizable upon settlement, are subject to judgment. Changes in judgment can occur between initial recognition through settlement or ultimate derecognition based upon changes in facts, circumstances and information available at each reporting date. See Note 9 to our audited combined financial statements for additional information related to FIN 48.

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Our effective tax rate for 2007 was 39.3%. See Note 9 to our audited combined financial statements.

Liquidity and Capital Resources

The financial information within the following discussion of liquidity and capital resources reflects the effects of the restatement to cash flows for the nine months ended September 30, 2007, as more fully described in Note 19 to our unaudited condensed consolidated financial statements.

Trends and Uncertainties Affecting Liquidity

We believe that the following recent transactions and trends and uncertainties may impact liquidity:

•  We incurred significant third-party debt in connection with the separation. Our debt ratings are Baa3 with a stable outlook from Moody’s Investor Service and BBB- with a negative outlook from Standard & Poor’s;

•  We will continue to make capital expenditures to build new manufacturing capacity, upgrade our existing plants and distribution fleet of trucks, replace and expand our cold drink equipment, make IT investments for IT systems, and from time-to-time invest in restructuring programs in order to improve operating efficiencies and lower costs;

•  We assumed significant pension obligations in connection with the separation; and

•  We may make further acquisitions.

New Financing Arrangements

On March 10, 2008, we entered into arrangements with a group of lenders to provide us with an aggregate of $4.4 billion of financing consisting of a term loan A facility, a revolving credit facility and a bridge loan facility.

On April 11, 2008, these arrangements were amended and restated. The amended and restated arrangements consist of a $2.7 billion senior unsecured credit agreement that provides a $2.2 billion term loan A facility and a $500 million revolving credit facility (collectively, the “senior unsecured credit facility”) and a 364-day bridge credit agreement that provides a $1.7 billion bridge loan facility.

During 2008, we borrowed $2.2 billion under the term loan A facility. We made combined mandatory and optional repayments toward the principal totaling $295 million for the nine months ended September 30, 2008.

We are required to pay annual amortization in equal quarterly installments on the aggregate principal amount of the term loan A equal to: (i) 10% , or $220 million, per year for installments due in the first and second years following the initial date of funding, (ii) 15%, or $330 million, per year for installments due in the third and fourth years following the initial date of funding, and (iii) 50%, or $1.1 billion, for installments due in the fifth year following the initial date of funding.

The revolving credit facility has an aggregate principal amount of $500 million with a term of five years. Up to $75 million of the revolving credit facility is available for the issuance of letters of credit, of which $39 million was utilized as of September 30, 2008. Principal amounts outstanding under the revolving credit facility are due and payable in full at maturity. We may use borrowings under the revolving credit facility for working capital and general corporate purposes.

The senior unsecured credit facility requires us to comply with a maximum total leverage ratio covenant and a minimum interest coverage ratio covenant, as defined in the credit agreement. The senior unsecured credit facility also contains certain usual and customary representations and warranties, affirmative covenants and events of default. As of September 30, 2008, we were in compliance with all covenant requirements.

During 2008, we completed the issuance of $1.7 billion aggregate principal amount of senior unsecured notes (referred to as the “unregistered notes” in this prospectus) consisting of $250 million aggregate principal amount of 6.12% senior notes due 2013, $1.2 billion aggregate principal amount of 6.82% senior notes due 2018, and $250 million aggregate principal amount of 7.45% senior notes due 2038. The weighted average interest cost of the

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senior unsecured notes is 6.8%. Interest on the senior unsecured notes is payable semi-annually on May 1 and November 1 and is subject to adjustment as defined.

The indenture governing the notes, among other things, limits our ability to incur indebtedness secured by principal properties, to incur certain sale and lease back transactions and to enter into certain mergers or transfers of substantially all of our assets. The notes are guaranteed by substantially all of our existing and future direct and indirect domestic subsidiaries.

On May 7, 2008, upon our separation from Cadbury, the borrowings under the term loan A facility and the net proceeds of the notes were released from the collateral accounts and escrow accounts. We used the funds to settle with Cadbury related party debt and other balances, eliminate Cadbury’s net investment in us, purchase certain assets from Cadbury related to our business and pay fees and expenses related to our credit facilities.

On April 11, 2008, we borrowed $1.7 billion under the bridge loan facility to reduce financing risks and facilitate Cadbury’s separation of us. All of the proceeds from the borrowings were placed into interest-bearing collateral accounts. On April 30, 2008, borrowings under the bridge loan facility were released from the collateral account containing such funds and returned to the lenders and the 364-day bridge loan facility was terminated. Upon the termination of the bridge loan facility, we expensed $21 million of financing fees associated with the facility. Additionally, we incurred $3 million of net interest expense associated with the bridge loan facility.

Cash Management

Prior to separation, our cash was available for use and was regularly swept by Cadbury operations in the United States at its discretion. Cadbury also funded our operating and investing activities as needed. We earned interest income on certain related-party balances. Our interest income has been reduced due to the settlement of the related party balances upon separation and, accordingly, we expect interest income for the remainder of 2008 to be minimal.

Post separation, we fund our liquidity needs from cash flow from operations and amounts available under financing arrangements.

Capital Expenditures

Capital expenditures were $203 million and $123 million for the nine months ended September 30, 2008 and 2007, respectively, and $230 million and $158 million for 2007 and 2006, respectively. Capital expenditures for the nine months ended September 30, 2008, included $9 million of IT assets purchased in connection with our separation from Cadbury. Capital expenditures for all periods primarily consisted of expansion of our capabilities in existing facilities, cold drink equipment and IT investments for new systems. The increase in expenditures for the nine months ended September 30, 2008, was primarily related to early stage costs of a new manufacturing and distribution center in Victorville, California. The increase in 2007 was primarily due to the inclusion of our bottling acquisitions. We continue to expect to incur annual capital expenditures in an amount equal to approximately 5% of our net sales.

Restructuring

We implement restructuring programs from time to time and incur costs that are designed to improve operating effectiveness and lower costs. These programs have included closure of manufacturing plants, reductions in force, integration of back office operations and outsourcing of certain transactional activities. We recorded $31 million of restructuring costs for the nine months ended September 30, 2008, and we expect to incur approximately $12 million of additional pre-tax, non-recurring charges in 2008 with respect to our ongoing restructuring programs. For more information, see Note 9 in to our unaudited condensed consolidated financial statements. We recorded $76 million and $27 million for 2007 and 2006, respectively. For more information, see Note 12 to our audited combined financial statements.

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Pension Obligations

Effective January 1, 2008, we separated pension and postretirement plans in which certain of our employees participate and which historically contained participants of our company and other Cadbury global companies. As a result, we re-measured the projected benefit obligation of the separated plans and recorded the assumed liabilities and assets based on the number of our participants. The re-measurement resulted in an increase of approximately $71 million to our other non-current liabilities and a decrease of approximately $66 million to accumulated other comprehensive income, a component of invested equity.

In the third quarter of 2008, our compensation committee approved the suspension of one of our principal defined benefit pension plans. Effective December 31, 2008, participants in the plan will not earn additional benefits for future services or salary increases. However, current participants will be eligible to participate in our defined contribution plan effective January 1, 2009. Accordingly, we recorded a pension curtailment charge of $2 million in the three months ended September 30, 2008.

We contributed $17 million to our pension plans during the nine months ended September 30, 2008, and we do not expect to contribute additional amounts to these plans during the remainder of 2008. We have assessed the impact of recent financial events on our pension asset returns and we anticipate there will be no impact on our ability to meet our 2009 contribution requirements.

Acquisitions

We may make further acquisitions. For example, we may make further acquisitions of regional bottling companies, distributors and distribution rights to further extend our geographic coverage. Any acquisitions may require future capital expenditures and restructuring expenses.

Liquidity

Based on our current and anticipated level of operations, we believe that our proceeds from operating cash flows, together with amounts available under our financing arrangements, will be sufficient to meet our anticipated liquidity needs over at least the next twelve months. Recent global financial events have resulted in the consolidation, failure or near failure of a number of institutions in the banking, insurance and investment banking industries and have substantially reduced the ability of companies to obtain financing. We have assessed the implications of the recent financial events on our current business and determined that these market disruptions have not had a significant impact on our financial position, results of operations or liquidity as of September 30, 2008.

The following table summarizes our cash activity for the nine months ended September 30, 2008 and 2007 and for the three fiscal years 2007, 2006 and 2005 (in millions):

	For the Nine Months
	Ended September 30,						For the Fiscal Year
	2008			2007			2007			2006			2005
Net cash provided by operating activities	$	523		$	706		$	603		$	581		$	583
Net cash provided by (used in) investing activities		1,175			(1,450	)		(1,087	)		(502	)		283
Net cash (used in) provided by financing activities		(1,523	)		742			515			(72	)		(815	)

Net Cash Provided by Operating Activities

Net cash provided by operating activities was $523 million and $706 million for the nine months ended September 30, 2008 and 2007, respectively. The year over year decrease in cash provided by operating activities of $183 million was primarily driven by our separation from Cadbury. Reflected in the net cash provided by operating activities of $706 million for the nine months ended September 30, 2007, was net cash provided by an increase in related party payables of $350 million which was primarily related to transactions necessary to facilitate our separation from Cadbury. This compared with cash used to pay related party payables of $70 million for the nine

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months ended September 30, 2008, which was associated with our separation from Cadbury. The $50 million decrease in net income included the write-off of $21 million of deferred financing costs related to our bridge loan facility and an increase of $55 million in deferred income taxes. The remaining increase in cash provided by operating activities was due to improvements in working capital. Working capital improvements included a $51 million favorable decrease in trade accounts receivable due to reduced collection times, a $35 million favorable decrease in inventory due to improved inventory management and lower sales volumes, and a $78 million favorable increase in accounts payable and accrued expenses driven by an increase in interest accruals associated with the $3.9 billion in financing arrangements in 2008 and a decrease in accruals associated with litigation in 2007, partially offset by a decrease in trade accounts payable due to payment timing.

Net cash provided by operating activities in 2007 was $603 million compared to $581 million in 2006. The $22 million increase was primarily due to changes in non-cash adjustments and working capital improvements. The increase in working capital was primarily the result of a $99 million increase in accounts payable and accrued expenses and a $74 million decrease in trade accounts receivable. These changes were partially offset by increases in related party receivables of $55 million, other accounts receivable of $84 million and inventories of $27 million.

Net cash from operating activities in 2006 was $581 million compared to $583 million in 2005. The $2 million decrease was primarily due to a decrease in our cash flows from working capital of $89 million partially offset by an increase in net earnings of $33 million, an increase in depreciation of $46 million and an increase in amortization of $14 million. Changes in working capital were a decreased source of cash flow from operations in 2006 compared to 2005, primarily as a result of a $138 million decrease from accounts payables and accrued expenses, partially offset by a $20 million decrease from receivables.

Net Cash Provided by Investing Activities

Net cash provided by investing activities was $1,175 million for the nine months ended September 30, 2008, compared to net cash used in investing activities of $1,450 million for the nine months ended September 30, 2007. The increase of $2,625 million in cash provided by investing activities for the nine months ended September 30, 2008, compared with the nine months ended September 30, 2007, was primarily attributable to related party notes receivable due to the separation from Cadbury. For the nine months ended September 30, 2007, cash provided by net issuances of related party notes receivable totaled $1,304 million compared with cash used by net repayments of related party notes receivable of $1,375 million for the nine months ended September 30, 2008. We increased capital expenditures by $80 million in the current year, primarily due to early stage costs of a new manufacturing and distribution center in Victorville, California. Capital asset investments for both years primarily consisted of expansion of our capabilities in existing facilities, replacement of existing cold drink equipment, IT investments for new systems, and upgrades to the vehicle fleet. Additionally, cash used in investing activities for the nine months ended September 30, 2007, included $20 million of net cash used in the acquisition of SeaBev.

Net cash used in investing activities in 2007 was $1,087 million compared to $502 million in 2006. The increase of $585 million was primarily attributable to the issuance of notes receivable for $1,846 million, partially offset by $842 million due to the repayment of notes receivable and a decrease of $405 million for acquisitions, principally the acquisition in 2006 of the remaining 55% interest in DPSUBG.

Net cash used in investing activities in 2006 was $502 million compared to $283 million provided by investing activities in 2005. The $785 million increase in 2006 was primarily due to the acquisition of the remaining 55% interest in DPSUBG, higher purchases of property, plant, and equipment, and lower proceeds from asset sales.

Net Cash Provided by Financing Activities

Net cash used in financing activities was $1,523 million for the nine months ended September 30, 2008 compared to net cash provided by financing activities of $742 million for the nine months ended September 30, 2007. The increase of $2,265 million in cash used in financing activities was driven by the change in Cadbury’s investment as part of our separation from Cadbury. This increase was partially offset by the issuances and payments on long-term debt.

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The following table summarizes the issuances and payments of third party and related party debt for the nine months ending September 30, 2008 and 2007 (in millions):

	For the Nine Months Ended
	September 30,
	2008			2007
Issuances of Third Party Debt:
Senior unsecured credit facility	$	2,200		$	—
Senior unsecured notes		1,700			—
Bridge loan facility		1,700			—
Total issuances of debt	$	5,600		$	—
Payments on Third Party Debt:
Senior unsecured credit facility	$	(295	)	$	—
Bridge loan facility		(1,700	)		—
Other payments		(3	)		—
Total payments on debt	$	(1,998	)	$	—
Net change in third party debt	$	3,602		$	—

	For the Nine Months Ended
	September 30,
	2008			2007
Issuances of Related Party Debt:
Issuances of related party debt	$	1,615		$	2,803
Payments on Related Party Debt:
Payments on related party debt	$	(4,664	)	$	(3,232	)
Net change in related party debt	$	(3,049	)	$	(429	)

Net cash provided by financing activities in 2007 was $515 million compared to $72 million used in financing activities in 2006. The $587 million increase in 2007 was due to higher levels of debt issuances and net investment transactions with Cadbury, partially offset by increases in debt repayment.

Net cash used in financing activities in 2006 was $72 million compared to $815 million in 2005. The $743 million decrease in 2006 was primarily due to increases in net long-term debt and net investment transactions with, and cash distributions to, Cadbury.

Cash and Cash Equivalents

Cash and cash equivalents were $239 million as of September 30, 2008, an increase of $172 million from $67 million as of December 31, 2007. The increase was primarily due to our separation from Cadbury. Historically, our excess cash was regularly swept by Cadbury. As part of the separation transaction, Cadbury was required to leave at least $100 million in cash for our use for working capital and general corporate purposes. In addition, Cadbury funded $72 million in transaction related costs to be paid post separation.

As a newly separated company, we will maintain a higher level of liquidity in the current credit market environment and manage our peaks by a build and subsequent reduction in cash. Our cash balances will be used to fund working capital requirements, scheduled debt payments, interest payments, capital expenditures and income tax obligations. Cash available in our foreign operations may not be immediately available for these purposes. Foreign cash balances constitute approximately 41% of our total cash position as of September 30, 2008.

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Contractual Commitments and Obligations

We enter into various contractual obligations that impact, or could impact, our liquidity. The following table summarizes our contractual obligations and contingencies at December 31, 2007, for which there have been no material changes through September 30, 2008 (in millions). See Notes 10 and 13 to our audited combined financial statements included elsewhere in this prospectus for additional information regarding the items described in this table.

			Payments Due in Year
													After
	Total		2008		2009		2010		2011		2012		2012
Capital leases(1)	$	21	$	2	$	3	$	3	$	3	$	3	$	7
Operating leases(2)		281		72		53		45		36		29		46
Purchase obligations(3)		122		36		24		20		11		10		21
Other long-term liabilities(4)		44		4		4		4		4		4		24

(1)	Amounts represent capitalized lease obligations, net of interest. Interest in respect of capital leases is included under the caption “Interest payments” on this table.
(2)	Amounts represent minimum rental commitment under non-cancelable operating leases.
(3)	Amounts represent payments under agreements to purchase goods or services that are legally binding and that specify all significant terms, including long-term contractual obligations.
(4)	Amounts represent estimated pension and postretirement benefit payments for U.S. and non-U.S. defined benefit plans.

In connection with our separation from Cadbury, we incurred significant third-party debt and amounts payable to Cadbury. The table below summarizes our contractual obligations and contingencies to reflect the third-party debt and amounts due to Cadbury as of September 30, 2008 (in millions):

			Payments Due in Year
													After
	Total		2008		2009		2010		2011		2012		2012
Senior unsecured credit facility	$	1,905	$	—	$	90	$	302.5	$	330	$	907.5	$	275
Senior unsecured notes		1,700		—		—		—		—		—		1,700
Interest payments(1)		1,160		136		220		208		206		177		213
Payable to Cadbury(2)		137		1		21		10		10		10		85

(1)	Amounts represent our estimated interest payments based on projected interest rates for floating rate debt and specified interest rates for fixed rate debt.
(2)	Additional amounts payable to Cadbury of approximately $11 million are excluded from the table above as due to uncertainty regarding the timing of payments associated with these liabilities we are unable to make a reasonable estimate of the amount and period for which these liabilities might be paid.

In accordance with the provisions of FIN 48, we had $521 million of unrecognized tax benefits as of September 30, 2008. The table above does not reflect any payments we may be required to make in respect of tax matters for which we have established reserves in accordance with FIN 48. Due to uncertainty regarding the timing of payments associated with these liabilities, we are unable to make a reasonable estimate of the amount and period for which these liabilities might be paid and therefore are not included in the above table.

Through September 30, 2008, there have been no material changes to the amounts relating to capital and operating leases, purchase obligations and other liabilities in the contractual obligation table.

Effect of Recent Accounting Pronouncements

In October 2008, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position No. 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active (“FSP 157-3”).

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FSP 157-3 clarifies the application of FASB Statement of Financial Accounting Standards (“SFAS”) No. 157, Fair Value Measurements (“SFAS 157”), in a market that is not active and provides an example to illustrate key considerations in determining the fair value of a financial asset when the market for that financial asset is not active. FSP 157-3 was effective for us on September 30, 2008, for all financial assets and liabilities recognized or disclosed at fair value in our condensed consolidated financial statements on a recurring basis. The adoption of this provision did not have a material impact on our condensed consolidated financial statements.

In September 2008, the FASB issued FASB Staff Position No. 133-1 and FIN 45-4, Disclosures about Credit Derivatives and Certain Guarantees: An Amendment of FASB Statement No. 133 and FASB Interpretation No. 45; and Clarification of the Effective Date of FASB Statement No. 161 (“FSP 133-1”). FSP 133-1 amends and enhances disclosure requirements for sellers of credit derivatives and financial guarantees. FSP 133-1 also clarifies the effective date of SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities (“SFAS 161”). We are currently evaluating the effect, if any, that the adoption of FSP 133-1 will have on our consolidated financial statements.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (“SFAS 162”). SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements for nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. SFAS 162 will be effective 60 days following the SEC’s approval. We do not expect that this statement will result in a change in our current practice.

In April 2008, the FASB issued FASB Staff Position No. 142-3, Determination of the Useful Life of Intangible Assets (“FSP 142-3”). FSP 142-3 amends the factors that should be considered in developing assumptions about renewal or extension used in estimating the useful life of a recognized intangible asset under SFAS No. 142, Goodwill and Other Intangible Assets (“SFAS 142”). This standard is intended to improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141 (revised 2007), Business Combinations (“SFAS 141(R)”) and other GAAP. FSP 142-3 is effective for financial statements issued for fiscal years beginning after December 15, 2008. The measurement provisions of this standard will apply only to intangible assets acquired after the effective date.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities — an amendment of FASB Statement No. 133 (“SFAS 161”). SFAS 161 changes the disclosure requirements for derivative instruments and hedging activities, requiring enhanced disclosures about how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under SFAS 133, and how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. SFAS 161 is effective for fiscal years beginning after November 15, 2008. We will provide the required disclosures for all our filings for periods subsequent to the effective date.

In December 2007, the FASB issued SFAS 141(R). SFAS 141(R) will significantly change how business acquisitions are accounted for and will impact financial statements both on the acquisition date and in subsequent periods. Some of the changes, such as the accounting for contingent consideration, will introduce more volatility into earnings. SFAS 141(R) is effective for us beginning January 1, 2009, and we will apply SFAS 141(R) prospectively to all business combinations subsequent to the effective date.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements — an amendment of Accounting Research Bulletin No. 51 (“SFAS 160”). SFAS 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and the deconsolidation of a subsidiary and also establishes disclosure requirements that clearly identify and distinguish between the controlling and noncontrolling interests and requires the separate disclosure of income attributable to the controlling and noncontrolling interests. SFAS 160 is effective for fiscal years beginning after December 15, 2008. We will apply SFAS 160 prospectively to all applicable transactions subsequent to the effective date.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities Including an amendment to FASB Statement No. 115 (“SFAS 159”). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. Unrealized gains and losses on items for

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which the fair value of option has been elected will be recognized in earnings at each subsequent reporting date. SFAS No. 159 was effective for us on January 1, 2008. The adoption of SFAS No. 159 did not have a material impact on our consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosure requirements about fair value measurements. SFAS 157 is effective for us January 1, 2008. However, in February 2008, the FASB released FASB Staff Position FAS 157-2, Effective Date of FASB Statement No. 157 (“FSP FAS 157-2”), which delayed the effective date of SFAS 157 for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The adoption of SFAS 157 for our financial assets and liabilities did not have a material impact on our consolidated financial statements. We do not believe the adoption of SFAS 157 for our non-financial assets and liabilities, effective January 1, 2009, will have a material impact on our consolidated financial statements.

Quantitative and Qualitative Disclosures About Market Risk

Inflation

The principal effect of inflation on our operating results is to increase our costs. Subject to normal competitive market pressures, we seek to mitigate the impact of inflation by raising prices.

We are exposed to market risks arising from changes in market rates and prices, including movements in foreign currency exchange rates, interest rates, and commodity prices.

Foreign Exchange Risk

Prior to the separation, Cadbury managed foreign currency risk on a centralized basis on our behalf. It was Cadbury’s practice not to hedge translation exposure. The majority of our net sales, expenses, and capital purchases are transacted in United States dollars. However, we do have some exposure with respect to foreign exchange rate fluctuations. Our primary exposure to foreign exchange rates is the Canadian dollar and Mexican peso against the U.S. dollar. Exchange rate gains or losses related to foreign currency transactions are recognized as transaction gains or losses in our income statement as incurred. Foreign exchange forward contracts in existence prior to the separation relating to our business were settled with any gain or loss transferred to us. Following the separation, we may use derivative instruments such as foreign exchange forward and option contracts to manage our exposure to changes in foreign exchange rates. For the period ending September 30, 2008, there were no contracts outstanding.

Interest Rate Risk

Prior to the separation, Cadbury managed interest rate risk on a centralized basis on our behalf through the use of interest rate swap agreements and other risk management instruments. Following the separation, we centrally manage our debt portfolio and monitor our mix of fixed-rate and variable rate debt.

We are subject to floating interest rate risk with respect to our long-term debt under the credit facilities. The principal interest rate exposure relates to amounts borrowed under our term loan A facility. We incurred $2.2 billion of debt with floating interest rates under this facility. A change in the estimated interest rate on the outstanding $1.9 billion of borrowings under the term loan A facility up or down by 1% will increase or decrease our earnings before provision for income taxes by approximately $19 million, respectively, on an annual basis. We will also have interest rate exposure for any amounts we may borrow in the future under the revolving credit facility.

We utilize interest rate swaps, to manage our exposure to changes in interest rates. During the third quarter of 2008, we entered into interest rate swaps to convert variable interest rates to fixed rates. The swaps were effective as of September 30, 2008. The notional amount of the swaps is $500 million and $1,200 million with a duration of six months and 15 months, respectively, and convert variable interest rates to fixed rates of 4.8075% and 5.27125%, respectively.

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Commodity Risks

We are subject to market risks with respect to commodities because our ability to recover increased costs through higher pricing may be limited by the competitive environment in which we operate. Our principal commodities risks relate to our purchases of aluminum, corn (for high fructose corn syrup), natural gas (for use in processing and packaging), PET and fuel.

Prior to the separation, Cadbury managed hedging of certain commodity costs on a centralized basis on our behalf through forward contracts for commodities. The use of commodity forward contracts has enabled Cadbury to obtain the benefit of guaranteed contract performance on firm priced contracts offered by banks, the exchanges and their clearing houses. Commodities forward contracts in existence prior to the separation relating to our business were settled with any gain or loss transferred to us.

Following the separation, we utilize commodities forward contracts and supplier pricing agreements to hedge the risk of adverse movements in commodity prices for limited time periods for certain commodities. The fair market value of these contracts as of September 30, 2008, was a liability of less than $1 million.

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BUSINESS

Our Company

We are a leading integrated brand owner, bottler and distributor of non-alcoholic beverages in the United States, Canada and Mexico with a diverse portfolio of flavored (non-cola) CSDs and NCBs, including ready-to-drink teas, juices, juice drinks and mixers. We have some of the most recognized beverage brands in North America, with significant consumer awareness levels and long histories that evoke strong emotional connections with consumers.

The following table provides highlights about our company and our key brands:

	• #1 flavored CSD company in the United States • More than 75% of our volume from brands that are either #1 or #2 in their category • #3 North American liquid refreshment beverage business • $5.7 billion of net sales in 2007 from the United States (89%), Canada (4%) and Mexico and the Caribbean (7%) • $1.0 billion of income from operations in 2007
Our Key Brands
	• #1 in its flavor category and #2 overall flavored CSD in the United States • Distinguished by its unique blend of 23 flavors and loyal consumer following • Flavors include regular, diet and “Soda Fountain Classics” line extensions • Oldest major soft drink in the United States, introduced in 1885
	• A leading ready-to-drink tea in the United States • Teas include premium Snapple teas and super premium white, green, red and black teas • Brand also includes premium juices, juice drinks and recently launched enhanced waters • Founded in Brooklyn, New York in 1972
	• #2 lemon-lime CSD in the United States • Re-launched in 2006 as the only major lemon-lime CSD with all-natural flavors and no artificial preservatives • Flavors include regular, diet and cherry • The original “Un-Cola,” created in 1929
	• #1 apple juice and #1 apple sauce brand in the United States • Juice products include apple and other fruit juices, Mott’s Plus and Mott’s for Tots • Apple sauce products include regular, unsweetened, flavored and organic • Brand began as a line of apple cider and vinegar offerings in 1842
	• #1 orange CSD in the United States • Flavors include orange, diet and other fruits • Licensed to us as a soft drink by the Sunkist Growers Association since 1986

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	• #1 fruit punch brand in the United States • Brand includes a variety of fruit flavored and reduced calorie juice drinks • Developed originally as an ice cream topping known as “Leo’s Hawaiian Punch” in 1934
	• #1 root beer in the United States • Flavors include regular and diet root beer and cream soda • A classic all-American soda first sold at a veteran’s parade in 1919
	• #1 ginger ale in the United States and Canada • Brand includes club soda, tonic and other mixers • Created in Toronto, Canada in 1904 and introduced in the United States in 1919
	• #2 ginger ale in the United States and Canada • Brand includes club soda, tonic and other mixers • First carbonated beverage in the world, invented in 1783
	• #1 grapefruit CSD in the United States and #2 grapefruit CSD in Mexico • Flavors include regular, diet and ruby red • Founded in 1938
	• A leading spicy tomato juice brand in the United States, Canada and Mexico • Key ingredient in Canada’s popular cocktail, the Bloody Caesar • Created in 1969
	• #1 carbonated mineral water brand in Mexico • Brand includes Flavors, Twist and Naturel • Mexico’s oldest mineral water, founded in 1928
	• #1 portfolio of mixer brands in the United States • #1 mixer brand (Mr & Mrs T) in the United States • Leading mixers (Margaritaville and Rose’s) in their flavor categories

Note:  All information regarding the beverage market in the United States is from Beverage Digest, and, except as otherwise indicated, is from 2006. All information regarding the beverage markets in Canada and Mexico is from Canadean and is from 2006. All information regarding our brand market positions in the United States is from ACNielsen and is based on retail dollar sales in 2007. All information regarding our brand market positions in Canada is from ACNielsen and is based on volume in 2007. All information regarding our brand market positions in Mexico is from Canadean and is based on volume in 2007. For a description of the different methodologies used by these sources (including sales channels covered), see “Market and Industry Data.”

The Sunkist, Rose’s and Margaritaville logos are registered trademarks of Sunkist Growers, Inc., Cadbury Ireland Limited and Margaritaville Enterprises, LLC, respectively, in each case used by us under license. All other logos in the table above are registered trademarks of DPS or its subsidiaries.

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Creation of Our Business

We have built our business over the last 25 years, through a series of strategic acquisitions, into an integrated brand owner, bottler and distributor that is now the third largest liquid refreshment beverage company in North America, according to Beverage Digest and Canadean. These acquisitions include:

•  1980’s-mid-1990’s — We began building on our then existing Schweppes business by adding brands such as Mott’s, Canada Dry, Sunkist and A&W. We also acquired the Peñafiel business in Mexico.

•  1995 — We acquired Dr Pepper/Seven Up, Inc. (having previously made minority investments in the company), increasing our share of the U.S. CSD market segment from under 5% to approximately 15%, as measured by volume, according to Beverage Digest.

•  1999 — We acquired a 40% (increased to 45% in 2005) interest in DPSUBG, which was then our largest independent bottler.

•  2000 — We acquired Snapple and other brands, significantly increasing our share of the U.S. NCB market segment.

•  2003 — We created Cadbury Schweppes Americas Beverages by integrating the way we manage our four North American businesses (Mott’s, Snapple, Dr Pepper/Seven Up and Mexico).

•  2006/2007 — We acquired the remaining 55% of DPSUBG and several smaller bottlers and integrated them into our Bottling Group operations, thereby expanding our geographic coverage.

Formation of Our Company and Separation from Cadbury

Prior to ownership of Cadbury’s beverage business in the United States, Canada, Mexico and the Caribbean (the “Americas Beverages business”), our company did not have any operations. We conduct operations in the United States, Canada, Mexico and parts of the Caribbean.

On May 7, 2008, Cadbury separated its Americas Beverages business from its global confectionery business by contributing the subsidiaries that operated its Americas Beverages business to us. In return for the transfer of the Americas Beverages business, we distributed our common stock to Cadbury plc shareholders. As of the date of distribution, a total of 800 million shares of our common stock, par value $0.01 per share, and 15 million shares of our preferred stock, all of which are undesignated, were authorized. On the date of distribution, 253.7 million shares of our common stock were issued and outstanding and no shares of preferred stock were issued. On May 7, 2008, we became an independent publicly-traded company listed on the New York Stock Exchange under the symbol “DPS”.

In connection with separation, we entered into a Separation and Distribution Agreement, Transition Services Agreement, Tax Sharing and Indemnification Agreement (“Tax Indemnity Agreement”) and Employee Matters Agreement with Cadbury, each dated as of May 1, 2008.

Our Business Today

Today, we are a leading integrated brand owner, bottler and distributor of non-alcoholic beverages in the United States, Mexico and Canada, the first, second and tenth, largest beverage markets by CSD volume, respectively, according to Beverage Digest and Canadean. We also distribute our products in the Caribbean. In 2007, 89% of our net sales were generated in the United States, 4% in Canada and 7% in Mexico and the Caribbean. We sold 1.6 billion equivalent 288 ounce cases in 2007.

In the CSD market segment in the United States and Canada, we participate primarily in the flavored CSD category. Our key brands are Dr Pepper, 7UP, Sunkist, A&W and Canada Dry, and we also sell regional and smaller niche brands. In the CSD market segment we are primarily a manufacturer of beverage concentrates and fountain syrups. Beverage concentrates are highly concentrated proprietary flavors used to make syrup or finished beverages. We manufacture beverage concentrates that are used by our own bottling operations as well as sold to third-party bottling companies. According to ACNielsen, we had an 18.8% share of the U.S. CSD market segment in 2007 (measured by retail sales), which increased from 18.5% in 2006. We also manufacture fountain syrup that we sell to the foodservice industry directly, through bottlers or through third parties.

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In the NCB market segment in the United States, we participate primarily in the ready-to-drink tea, juice, juice drinks and mixer categories. Our key NCB brands are Snapple, Mott’s, Hawaiian Punch and Clamato, and we also sell regional and smaller niche brands. We manufacture most of our NCBs as ready-to-drink beverages and distribute them through our own distribution network and through third parties or direct to our customers’ warehouses. In addition to NCB beverages, we also manufacture Mott’s apple sauce as a finished product.

In Mexico and the Caribbean, we participate primarily in the carbonated mineral water, flavored CSD, bottled water and vegetable juice categories. Our key brands in Mexico include Peñafiel, Squirt, Clamato and Aguafiel. In Mexico, we manufacture and sell our brands through both our own bottling operations and third-party bottlers, as we do in our U.S. CSD business. In the Caribbean, we distribute our products solely through third-party distributors and bottlers. According to Canadean, we are the #3 CSD company in Mexico (as measured by volume in 2007) and had a 14.8% share of the Mexican flavored CSD category.

In 2007, we bottled and/or distributed approximately 45% of our total products sold in the United States (as measured by volume). In addition, our bottling and distribution businesses distribute a variety of brands owned by third parties in specified licensed geographic territories.

We believe our brand ownership, bottling and distribution are more integrated than the U.S. operations of our principal competitors and that this differentiation provides us with a competitive advantage. We believe our integrated business model:

•  Strengthens our route-to-market by creating a third consolidated bottling system, our Bottling Group, in addition to the Coca-Cola affiliated and PepsiCo affiliated systems. In addition, by owning a significant portion of our bottling and distribution network we are able to improve focus on our brands, especially certain of our brands such as 7UP, Sunkist, A&W and Snapple, which do not have a large presence in the Coca-Cola affiliated and PepsiCo affiliated bottler systems.

•  Provides opportunities for net sales and profit growth through the alignment of the economic interests of our brand ownership and our bottling and distribution businesses. For example, we can focus on maximizing profitability for our company as a whole rather than focusing on profitability generated from either the sale of concentrates or the bottling and distribution of our products.

•  Enables us to be more flexible and responsive to the changing needs of our large retail customers including by coordinating sales, service, distribution, promotions and product launches.

•  Allows us to more fully leverage our scale and reduce costs by creating greater geographic manufacturing and distribution coverage.

Our Strengths

The key strengths of our business are:

Strong portfolio of leading, consumer-preferred brands.  We own a diverse portfolio of well-known CSD and NCB brands. Many of our brands enjoy high levels of consumer awareness, preference and loyalty rooted in their rich heritage, which drive their market positions. Our diverse portfolio provides our bottlers, distributors and retailers with a wide variety of products and provides us with a platform for growth and profitability. We are the #1 flavored CSD company in the United States. In addition, we are the only major beverage concentrate manufacturer with year-over-year market share growth in the CSD market segment in each of the last four years. Our largest brand, Dr Pepper, is the #2 flavored CSD in the United States, according to ACNielsen, and our Snapple brand is a leading ready-to-drink tea. Overall, in 2007, more than 75% of our volume was generated by brands that hold either the #1 or #2 position in their category. The strength of our key brands has allowed us to launch innovations and brand extensions such as Dr Pepper Soda Fountain Classics, Mott’s for Tots and Snapple Antioxidant Waters.

Integrated business model.  We believe our brand ownership, bottling and distribution are more integrated than the U.S. operations of our principal competitors and that this differentiation provides us with a competitive advantage. Our integrated business model strengthens our route-to-market and enables us to improve focus on our brands, especially certain of our brands such as 7UP, Sunkist, A&W and Snapple, which do not have a large presence in the Coca-Cola affiliated and PepsiCo affiliated bottler systems. Our integrated business model also

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provides opportunities for net sales and profit growth through the alignment of the economic interests of our brand ownership and our bottling and distribution businesses. For example, we can focus on maximizing profitability for our company as a whole rather than focusing on profitability generated from either the sale of concentrates or the bottling and distribution of our products.

Strong customer relationships.  Our brands have enjoyed long-standing relationships with many of our top customers. We sell our products to a wide range of customers, from bottlers and distributors to national retailers, large foodservice and convenience store customers. We have strong relationships with some of the largest bottlers and distributors, including those affiliated with Coca-Cola and PepsiCo, some of the largest and most important retailers, including Wal-Mart, Safeway, Kroger and Target, some of the largest food service customers, including McDonald’s, Yum! and Burger King, and convenience store customers, including 7-Eleven. Our portfolio of strong brands, operational scale and experience across beverage segments has enabled us to maintain strong relationships with our customers.

Attractive positioning within a large, growing and profitable market.  We hold the #3 position in each of the United States, Canada and Mexico, three of the top ten beverage markets by CSD volume, according to Beverage Digest and Canadean. We believe that these markets are well-positioned to benefit from emerging consumer trends such as the need for convenience and the demand for products with health and wellness benefits. In addition, we participate in many of the growing categories in the liquid refreshment beverage market, such as ready-to-drink teas. We do not participate significantly in colas, which have declined in CSD volume share from 70.0% in 1991 to 56.6% in 2007 in the United States, according to Beverage Digest. We also do not participate significantly in the bottled water market segment, which we believe is a highly competitive and generally low margin market segment.

Broad geographic manufacturing and distribution coverage.  As of December 31, 2007, we had 21 manufacturing facilities and approximately 200 distribution centers in the United States, as well as 4 manufacturing facilities and approximately 25 distribution centers in Mexico. These facilities use a variety of manufacturing processes. In addition, our warehouses are generally located at or near bottling plants and geographically dispersed across the region to ensure our product is available to meet consumer demand. We actively manage transportation of our products using our own fleet of more than 5,000 delivery trucks, as well as third-party logistics providers on a selected basis. Following our recent bottling acquisitions and manufacturing investments, we now have greater geographic coverage with strategically located manufacturing and distribution capabilities, enabling us to better align our operations with our customers, reduce transportation costs and have greater control over the timing and coordination of new product launches.

Strong operating margins and significant, stable cash flows.  The breadth and strength of our brand portfolio have enabled us to generate strong operating margins which, combined with our relatively modest capital expenditures, have delivered significant and stable cash flows. These cash flows create stockholder value by enabling us to consider a variety of alternatives, such as investing in our business, reducing debt and returning capital to our stockholders.

Experienced executive management team.  Our executive management team has an average of more than 20 years of experience in the food and beverage industry. The team has broad experience in brand ownership, bottling and distribution, and enjoys strong relationships both within the industry and with major customers. In addition, our management team has diverse skills that support our operating strategies, including driving organic growth through targeted and efficient marketing, reducing operating costs, enhancing distribution efficiencies, aligning manufacturing and bottling and distribution interests and executing strategic acquisitions.

Our Strategy

The key elements of our business strategy are to:

Build and enhance leading brands.  We have a well-defined portfolio strategy to allocate our marketing and sales resources. We use an on-going process of market and consumer analysis to identify key brands that we believe have the greatest potential for profitable sales growth. For example, in 2006 and 2007, we continued to enhance the Snapple portfolio by launching brand extensions with functional benefits, such as super premium teas and juice drinks and Snapple Antioxidant Waters. Also, in 2006, we relaunched 7UP with 100% natural flavors and no

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artificial preservatives, thereby differentiating the 7UP brand from other major lemon-lime CSDs. We intend to continue to invest most heavily in our key brands to drive profitable and sustainable growth by strengthening consumer awareness, developing innovative products and brand extensions to take advantage of evolving consumer trends, improving distribution and increasing promotional effectiveness.

Focus on opportunities in high growth and high margin categories.  We are focused on driving growth in our business in selected profitable and emerging categories. These categories include ready-to-drink teas, energy drinks and other functional beverages. For example, we recently launched Snapple super premium teas and juices and Snapple enhanced waters. We also intend to capitalize on opportunities in these categories through brand extensions, new product launches and selective acquisitions of brands and distribution rights. For example, we believe we are well-positioned to enter into new distribution agreements for emerging, high-growth third party brands in new categories that can use our bottling and distribution network. We can provide these new brands with distribution capability and resources to grow, and they provide us with exposure to growing segments of the market with relatively low risk and capital investment.

Increase presence in high margin channels and packages.  We are focused on improving our product presence in high margin channels, such as convenience stores, vending machines and small independent retail outlets, through increased selling activity and significant investments in coolers and other cold drink equipment. We intend to significantly increase the number of our branded coolers and other cold drink equipment over the next few years, which we believe will provide an attractive return on investment. We also intend to increase demand for high margin products like single-serve packages for many of our key brands through increased promotional activity and innovation such as the successful introduction of our A&W “vintage” 20 ounce bottle.

Leverage our integrated business model.  We believe our integrated brand ownership, bottling and distribution business model provides us opportunities for net sales and profit growth through the alignment of the economic interests of our brand ownership and our bottling and distribution businesses. We intend to leverage our integrated business model to reduce costs by creating greater geographic manufacturing and distribution coverage and to be more flexible and responsive to the changing needs of our large retail customers by coordinating sales, service, distribution, promotions and product launches. For example, we intend to concentrate more of our manufacturing in multi-product, regional manufacturing facilities, including by opening a new plant in Southern California and investing in expanded capabilities in several of our existing facilities within the next several years.

Strengthen our route-to-market through acquisitions.  The acquisition and creation of our Bottling Group is part of our longer-term initiative to strengthen the route-to-market for our products. We believe additional acquisitions of regional bottling companies will broaden our geographic coverage in regions where we are currently under-represented, enhance coordination with our large retail customers, more quickly address changing customer demands, accelerate the introduction of new products, improve collaboration around new product innovations and expand our coverage of high margin channels.

Improve operating efficiency.  As of September 30, 2008, we have substantially completed a restructuring of our organization that we commenced in October 2007. We believe our restructuring will reduce our selling, general and administrative expenses and improve our operating efficiency. In addition, the integration of recent acquisitions into our Bottling Group has created the opportunity to improve our manufacturing, warehousing and distribution operations. For example, we have been able to create multi-product manufacturing facilities (such as our Irving, Texas facility) which provide a region with a wide variety of our products at reduced transportation and co-packing costs.

Our Business Operations

We operate our business in four segments: Beverage Concentrates, Finished Goods, Bottling Group and Mexico and the Caribbean.

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Beverage Concentrates

Our Beverage Concentrates segment is a brand ownership business. In this segment we manufacture beverage concentrates and syrups in the United States and Canada. Most of the brands in this segment are CSD brands. In 2007, our Beverage Concentrates segment had net sales of $1.3 billion (before elimination of intersegment transactions).

In 2007, Dr Pepper, our largest CSD brand, represented approximately one-half of our Beverage Concentrates segment net sales and volume of over half a billion case sales, with each case representing 288 fluid ounces of finished beverage. 7UP, Sunkist, A&W and Canada Dry together represented approximately 30% of our Beverage Concentrates net sales. Other brands in our Beverage Concentrates segment include: Schweppes, RC, Diet Rite, Vernors, Squirt, Sundrop, Welch’s and Country Time and the concentrate forms of Hawaiian Punch and Snapple.

We are the industry leader in flavored CSDs with a 36.5% market share in the United States for 2007, as measured by retail sales according to ACNielsen. We are also the third largest CSD brand owner as measured by 2007 retail sales in the United States and Canada and we own a leading brand in most of the CSD categories in which we compete.

Almost all of our beverage concentrates are manufactured at our plant in St. Louis, Missouri. The beverage concentrates are shipped to third-party bottlers, as well as to our own Bottling Group, who combine the beverage concentrates with carbonation, water and sweeteners, package it in PET and glass bottles and aluminum cans, and sell it as a finished CSD to retailers. Concentrate prices historically have been reviewed and adjusted on an annual basis.

Syrup is shipped to fountain customers, such as fast food restaurants, who mix the syrup with water and carbonation to create a finished beverage at the point of sale to consumers. Dr Pepper represents most of our fountain channel net sales. In 2007, net sales to the fountain channel constituted approximately 37% of our Dr Pepper beverage concentrates and syrup net sales and approximately 18% of our total CSD concentrates and syrup net sales were to the fountain channel.

Our Beverage Concentrates brands are sold by our bottlers, including our own Bottling Group, through all major retail channels including supermarkets, fountains, mass merchandisers, club stores, vending machines, convenience stores, gas stations, small groceries, drug chains and dollar stores. Unlike the majority of our other CSD brands, approximately three-fourths of Dr Pepper volumes are distributed through the Coca-Cola affiliated and PepsiCo affiliated bottler systems.

Coca-Cola Enterprises and Pepsi Bottling Group each constitute between 10% to 15% of the volume of our Beverage Concentrates segment.

We expect that our CSD brands will continue to play a central role in our brand portfolio. We intend to continue to invest in our CSD brands and focus on expanding distribution, increasing our offerings of CSDs packaged for immediate consumption, concentrating on growing demographics such as the Hispanic population and broadening our brands’ consumer base to geographic regions of the United States where we are under-represented. For example, we plan to capitalize on the opportunities that we believe exist for the Dr Pepper brand on the east and west coasts and elsewhere in the Northeast, while continuing to develop increased consumption in the heartland markets (including Texas, Oklahoma, Louisiana and Arkansas) where the brand historically has enjoyed strong consumer appeal. In addition, we plan to continue to grow Diet Dr Pepper through increased fountain availability, consumer trial and selective product innovation.

Finished Goods

Our Finished Goods segment is a brand ownership and a bottling business and, to a lesser extent, a distribution business. In this segment, we primarily manufacture and distribute finished beverages and other products in the United States and Canada. Most of the beverages in this segment are NCBs (such as ready-to-drink teas, juice and juice drinks). Although there are sales of Snapple in all of our segments, most of our sales of Snapple are included in the Finished Goods segment. In 2007, our Finished Goods segment had net sales of $1.6 billion (before elimination of intersegment transactions).

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In 2007, Snapple, our largest brand in our Finished Goods segment, represented approximately 26% of our Finished Goods segment net sales. Mott’s, Hawaiian Punch and Clamato together represented more than 40% of our Finished Goods segment net sales. The other brands in our Finished Goods segment include: Nantucket Nectars, Yoo-Hoo, Orangina, Mistic, Mr and Mrs T, Rose’s, Margaritaville, Stewart’s, Crush and IBC.

We are the third largest manufacturer of NCBs by retail sales in the U.S. behind Coca-Cola and PepsiCo., according to ACNielsen.

Our Finished Goods products are manufactured in several facilities across the United States and are distributed to retailers and their warehouses by our own distribution network or third-party distributors. The raw materials used to manufacture our finished beverages include aluminum cans and ends, glass bottles, PET bottles and caps, HFCS and juices.

We sell our Finished Goods brands through all major retail channels, including supermarkets, fountains, mass merchandisers, club stores, vending machines, convenience stores, gas stations, small groceries, drug chains and dollar stores. In 2007, Wal-Mart Stores, Inc., the largest customer of our Finished Goods segment, accounted for approximately 16% of our net sales in this segment.

We plan to continue to invest in our NCB brands and focus on enhancing our leading NCB brands and capitalizing on opportunities in high growth products and high margin product categories. For example, we plan to continue to revitalize the Snapple brand as a complete line of ready-to-drink teas, juices and waters by building on the momentum from the recent launches of super premium teas and investing in a new Snapple functional water offering while continuing to develop our existing premium tea and juice businesses.

Bottling Group

Our Bottling Group segment is a bottling and distribution business. In this segment, we manufacture and distribute finished beverages, including our brands, third-party owned brands and certain private label beverages in the United States. The Bottling Group’s primary business is manufacturing, bottling, selling and distributing finished beverages using both beverage concentrates purchased from brand owners (including our Beverage Concentrates segment) and finished beverages purchased from brand owners and bottlers (primarily our Finished Goods segment). In addition, a small portion of our Bottling Group net sales come from bottling beverages and other products for private label owners or others for a fee (which we refer to as co-packing). In 2007, our Bottling Group segment had net sales of $3.1 billion (before elimination of intersegment transactions).

We are the fourth largest bottler in the United States by net sales.

Approximately three-fourths of our 2007 Bottling Group net sales of branded products come from our own brands, such as Snapple, Mistic, Stewart’s, Nantucket Nectars and Yoo-Hoo, with the remaining from the distribution of third-party brands such as FIJI mineral water and Big Red soda. Although the majority of our Bottling Group’s net sales relate to our brands, we also provide a route-to-market for many third-party brand owners seeking effective distribution for their new and emerging brands. These brands give us exposure in certain markets to fast growing segments of the beverage industry with minimal capital investment.

The majority of the Bottling Group’s sales are through direct store delivery supported by a fleet of more than 5,000 trucks and approximately 9,000 employees, including sales representatives, merchandisers, drivers and warehouse workers. Our Bottling Group’s product portfolio is sold within the United States through approximately 200,000 retailer accounts across all major retail channels. In 2007, Wal-Mart Stores, Inc. accounted for approximately 10% of our Bottling Group’s net sales.

Our integrated business model provides opportunities for net sales and profit growth through the alignment of the economic interests of our brand ownership and our bottling and distribution businesses. Our strengthened route-to-market following our bottling acquisitions has enabled us to increase the market share of our brands (as measured by volume) in many of those markets served by the bottlers we acquired. We plan to continue to invest in our Bottling Group and focus on strengthening our route-to-market and by creating greater geographic manufacturing and distribution coverage.

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Mexico and the Caribbean

Our Mexico and the Caribbean segment is a brand ownership and a bottling and distribution business. This segment participates mainly in the carbonated mineral water, flavored CSD, bottled water and vegetable juice categories, with particular strength in carbonated mineral water and grapefruit flavored CSDs. In 2007, our Mexico and the Caribbean segment had net sales of $418 million. In 2007, our operations in Mexico represented approximately 90% of the net sales of this segment.

We are the #3 CSD company in Mexico (as measured by volume in 2007) behind Coca-Cola and PepsiCo, with a 4.7% market share according to Canadean.

In 2007, Peñafiel, Squirt, Clamato and Aguafiel together represented more than 80% of our Mexico and the Caribbean segment’s net sales.

In Mexico, we manufacture and distribute our products through our bottling operations and third-party bottlers and distributors. In the Caribbean, we distribute our products through third-party bottlers and distributors. In Mexico, we also participate in a joint venture to manufacture Aguafiel brand water with Acqua Minerale San Benedetto. We provide expertise in the Mexican beverage market and Acqua Minerale San Benedetto provides expertise in water production and new packaging technologies.

We sell our finished beverages through all major Mexican retail channels, including the “mom and pop” stores, supermarkets, hypermarkets, and on premise channels.

Marketing

Our marketing strategy is to grow our brands through continuously providing new solutions to meet consumers’ changing preferences and needs. We identify those preferences and needs and develop innovative solutions to address those opportunities. These solutions include new and reformulated products, improved packaging design, pricing and enhanced availability. We use advertising, media, merchandising, public relations and promotion to provide maximum impact for our brands and messages.

Research and Development

Our research and development team is focused on developing high quality products which have broad consumer appeal, can be sold at competitive prices and can be safely and consistently produced across a diverse manufacturing network. Our research and development team engages in activities relating to: product development, microbiology, analytical chemistry, process engineering, sensory science, nutrition, clinical research, knowledge management and regulatory compliance. We have particular expertise in flavors and sweeteners.

Our research and development team is composed of scientists and engineers in the United States and Mexico. In September 2008, we completed relocating our research and development center to our headquarters in Plano, Texas. By having the core research and development capability at our headquarters, we expect to be able to move more rapidly and reliably from prototype to full commercialization.

Customers

We primarily serve two groups of customers: bottlers and distributors, and retailers.

Bottlers buy beverage concentrates from us and, in turn, they manufacture, bottle, sell and distribute finished beverages. Bottlers also manufacture and distribute syrup for the fountain foodservice channel. In addition, bottlers and distributors purchase finished beverages from us and sell them to retail and other customers. We have strong relationships with bottlers affiliated with Coca-Cola and PepsiCo primarily because of the strength and market position of our key Dr Pepper brand.

Retailers also buy finished beverages directly from us. Our portfolio of strong brands, operational scale and experience in the beverage industry has enabled us to maintain strong relationships with major retailers in the United States, Canada and Mexico. In 2007, our largest retailer was Wal-Mart Stores, Inc., representing approximately 10% of our net sales.

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Competition

The liquid refreshment beverage industry is highly competitive and continues to evolve in response to changing consumer preferences. Competition is generally based upon brand recognition, taste, quality, price, availability, selection and convenience. We compete with multinational corporations with significant financial resources. Our two largest competitors in the liquid refreshment beverage market are Coca-Cola and PepsiCo, each representing more than 30% of the U.S. liquid refreshment beverage market by volume, according to Beverage Digest. We also compete against other large companies, including Nestlé, S.A. and Kraft Foods, Inc. As a bottler, we compete with bottlers such as Coca-Cola Enterprises, Pepsi Bottling Group and PepsiAmericas and a number of smaller bottlers and distributors. We also compete with a variety of smaller, regional and private label manufacturers, such as Cott Corp. We have lower exposure to some of the faster growing non-carbonated and bottled water segments in the overall liquid refreshment beverage market. As a result, although we have increased our market share in the overall U.S. CSD market, we have lost share in the overall U.S. liquid refreshment beverage market over the past several years. In Canada and Mexico, we compete with many of these same international companies as well as a number of regional competitors.

Manufacturing

As of December 31, 2007, we operated 25 manufacturing facilities across the United States and Mexico. Almost all of our CSD beverage concentrates are manufactured at a single plant in St. Louis, Missouri. All of our manufacturing facilities are either regional manufacturing facilities, with the capacity and capabilities to manufacture many brands and packages, facilities with particular capabilities that are dedicated to certain brands or products, or smaller bottling plants with a more limited range of packaging capabilities. We intend to build and open a new, multi-product, manufacturing facility in Southern California within the next two years.

We employ approximately 5,000 full-time manufacturing employees in our facilities, including seasonal workers. We have a variety of production capabilities, including hot fill, cold-fill and aseptic bottling processes, and we manufacture beverages in a variety of packaging materials, including aluminum, glass and PET cans and bottles and a variety of package formats, including single-serve and multi-serve packages and “bag-in-box” fountain syrup packaging.

In 2007, 88% of our manufactured volumes were related to our brands and 12% to third-party and private-label products. We also use third-party manufacturers to co-pack for us on a limited basis.

We own property, plant and equipment, net of accumulated depreciation, totaling $796 million and $681 million in the United States and $72 million and $74 million in international locations as of December 31, 2007 and 2006, respectively.

Raw Materials

The principal raw materials we use in our business are aluminum cans and ends, glass bottles, PET bottles and caps, paperboard packaging, HFCS and other sweeteners, juice, fruit, electricity, fuel and water. The cost of the raw materials can fluctuate substantially. For example, aluminum, glass, PET and HFCS prices increased significantly in 2007 and 2006. In addition, we are significantly impacted by increases in fuel costs due to the large truck fleet we operate in our distribution businesses.

Under many of our supply arrangements for these raw materials, the price we pay fluctuates along with certain changes in underlying commodities costs, such as aluminum in the case of cans, natural gas in the case of glass bottles, resin in the case of PET bottles and caps, corn in the case of HFCS and pulp in the case of paperboard packaging. Manufacturing costs for our Finished Goods segment, where we manufacture and bottle finished beverages, are higher (as a percentage of our net sales) than our Beverage Concentrates segment, as the Finished Goods segment requires the purchase of a much larger portion of the packaging and ingredients.

Warehousing and Distribution

As of December 31, 2007, our warehouse and distribution network consisted of 21 manufacturing facilities and approximately 200 distribution centers in the United States, as well as 4 manufacturing facilities and approximately

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25 distribution centers in Mexico. Our warehousing is generally located at or near bottling plants and is geographically dispersed across the region to ensure product is available to meet consumer demand. We actively manage transportation of our products using our own fleet of more than 5,000 delivery trucks, as well as third-party logistics providers on a selected basis.

Information Technology and Transaction Processing Services

We use a variety of information technology (“IT”) systems and networks configured to meet our business needs. Historically, IT support was provided as a corporate service by the Cadbury’s IT team and external suppliers. We have formed our own standalone, dedicated IT function to support our business separate from Cadbury and are in the process of separating our systems, services and contracts. Our primary IT data center is hosted in Toronto, Canada by a third-party provider. We also use two primary vendors for application support and maintenance, both of which are based in India and provide resources offshore and onshore.

We also use a business process outsourcing provider located in India to provide certain back office transactional processing services, including accounting, order entry and other transactional services.

Intellectual Property and Trademarks

Our Intellectual Property.  We possess a variety of intellectual property rights that are important to our business. We rely on a combination of trademarks, copyrights, patents and trade secrets to safeguard our proprietary rights, including our brands and ingredient and production formulas for our products.

Our Trademarks.  Our trademark portfolio includes more than 2,000 registrations and applications in the United States, Canada, Mexico and other countries. Brands we own through various subsidiaries in various jurisdictions include: Dr Pepper, 7UP, A&W, Canada Dry, RC, Schweppes, Squirt, Crush, Peñafiel, Aguafiel, Snapple, Mott’s, Hawaiian Punch, Clamato, Mistic, Nantucket Nectars, Mr & Mrs T, ReaLemon, Accelerade and Deja Blue. We own trademark registrations for all of these brands in the United States, and we own trademark registrations for some but not all of these brands in Canada and Mexico. We also own a number of smaller regional brands. Some of our other trademark registrations are in countries where we do not currently have any significant level of business. In addition, in many countries outside the United States, Canada and Mexico, our rights in many of our brands, including our Dr Pepper trademark and formula, have been sold to third parties including, in certain cases, to competitors such as Coca-Cola.

Trademarks Licensed from Others.  We license various trademarks from third parties, which licenses generally allow us to manufacture and distribute on a country-wide basis. For example, we license from third parties the Sunkist, Welch’s, Country Time, Orangina, Stewart’s, Holland House and Margaritaville trademarks, and we license from Cadbury the Rose’s trademark. Although these licenses vary in length and other terms, they generally are long-term, cover the entire United States and include a royalty payment to the licensor.

Licensed Distribution Rights.  We have rights in certain territories to bottle and/or distribute various brands we do not own, such as FIJI mineral water and Big Red soda. Some of these arrangements are relatively shorter in term, are limited in geographic scope and the licensor may be able to terminate the agreement upon an agreed period of notice, in some cases without payment to us.

Intellectual Property We License to Others.  We license some of our intellectual property, including trademarks, to others. For example, we license the Dr Pepper trademark to certain companies for use in connection with food, confectionery and other products. We also license certain brands, such as Dr Pepper and Snapple, to third parties for use in beverages in certain countries where we own the brand but do not otherwise operate our business.

Cadbury Schweppes Name.  We have removed “Cadbury” from the names of our companies after our separation from Cadbury. Cadbury can continue to use the “Schweppes” name as part of its companies’ names outside of the United States, Canada and Mexico (and for a transitional period, inside of the United States, Canada and Mexico).

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Bottler and Distributor Agreements

In the United States and Canada, we generally grant perpetual, exclusive license agreements for CSD brands and packages to bottlers for specific geographic areas. These agreements prohibit bottlers from selling the licensed products outside their exclusive territory and selling any imitative products in that territory. Generally, we may terminate bottling agreements only for cause and the bottler may terminate without cause upon giving certain specified notice and complying with other applicable conditions. Fountain agreements for bottlers generally are not exclusive for a territory, but do restrict bottlers from carrying imitative product in the territory. Many of our brands such as Snapple, Mistic, Stewart’s, Nantucket Nectars, Yoo-Hoo and Orangina, are licensed for distribution in various territories to bottlers and a number of smaller distributors such as beer wholesalers, wine and spirit distributors, independent distributors and retail brokers. We may terminate some of these distribution agreements only for cause and the distributor may terminate without cause upon certain notice and other conditions. Either party may terminate some of the other distribution agreements without cause upon giving certain specified notice and complying with other applicable conditions.

Real Property

United States.  Our United States principal offices are located in Plano, Texas, in a facility that we own. We also have a leased office in Rye Brook, New York. As of December 31, 2007, we owned or leased 21 manufacturing facilities across the United States (we closed our Waterloo, New York facility in March 2008). Our largest manufacturing facilities are in St. Louis, Missouri; Northlake, Illinois; Irving, Texas; Ottumwa, Iowa; Houston, Texas; Williamson, New York; Carteret, New Jersey; Carlstadt, New Jersey and Aspers, Pennsylvania. We also operate approximately 200 distribution centers across the United States.

Canada.  Our last plant in Canada, St. Catharines, was closed in 2007. Beverage concentrates sold to bottlers and finished beverages sold to retailers and distributors are supplied principally from our U.S. locations.

Mexico.  Our Mexico and Caribbean operations’ principal office is leased in Mexico City. In Mexico, as of December 31, 2007, we owned three manufacturing facilities and one joint venture manufacturing facility and we had 21 additional direct distribution centers, 4 of which were owned and 17 of which were leased.

We believe our facilities in the United States and Mexico are well-maintained and adequate for our present operations. We periodically review our space requirements, and we believe we will be able to acquire new space and facilities as and when needed on reasonable terms. We also look to consolidate and dispose or sublet facilities we no longer need, as and when appropriate.

Employees

At December 31, 2007, we employed approximately 20,000 full-time employees, including seasonal workers.

In the United States, we have approximately 17,000 full-time employees. We have many union collective bargaining agreements covering approximately 5,000 full-time employees. Several agreements cover multiple locations. These agreements often address working conditions as well as wage rates and benefits. In Mexico and the Caribbean, we employ approximately 3,000 full-time employees and are also party to collective bargaining agreements. We do not have a significant number of employees in Canada.

We believe we have good relations with our employees.

Regulatory Matters

We are subject to a variety of federal, state and local laws and regulations in the countries in which we do business. Regulations apply to many aspects of our business including our products and their ingredients, manufacturing, safety, labeling, transportation, recycling, advertising and sale. For example, our products, and their manufacturing, labeling, marketing and sale in the United States are subject to various aspects of the Federal Food, Drug, and Cosmetic Act, the Federal Trade Commission Act, the Lanham Act, state consumer protection laws and state warning and labeling laws. In Canada and Mexico, the manufacture, distribution, marketing and sale of our many products are also subject to similar statutes and regulations.

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We and our bottlers use various refillable and non-refillable, recyclable bottles and cans in the United States and other countries. Various states and other authorities require deposits, eco-taxes or fees on certain containers. Similar legislation or regulations may be proposed in the future at local, state and federal levels, both in the United States and elsewhere. In Mexico, the government has encouraged the soft drinks industry to comply voluntarily with collection and recycling programs of plastic material, and we have taken steps to comply with these programs.

Environmental, Health and Safety Matters

We operate many manufacturing, bottling and distribution facilities. In these and other aspects of our business, we are subject to a variety of federal, state and local environment, health and safety laws and regulations. We maintain environmental, health and safety policies and a quality, environmental, health and safety program designed to ensure compliance with applicable laws and regulations.

Legal Matters

We are occasionally subject to litigation or other legal proceedings relating to our business. Set forth below is a description of our significant pending legal matters. Although the estimated range of loss, if any, for the pending legal matters described below cannot be estimated at this time, we do not believe that the outcome of any of these, or any other, pending legal matters, individually or collectively, will have a material adverse effect on our business or financial condition although such matters may have a material adverse effect on our results of operations in a particular period.

Snapple Distributor Litigation

In 2004, one of our subsidiaries, Snapple Beverage Corp. and several affiliated entities of Snapple Beverage Corp., including Snapple Distributors, Inc., were sued in United States District Court, Southern District of New York, by 57 area route distributors for alleged price discrimination, breach of contract, retaliation, tortious interference and breach of the implied duty of good faith and fair dealing arising out of their respective area route distributor agreements. Each plaintiff sought damages in excess of $225 million. The plaintiffs initially filed the case as a class action but withdrew their class certification motion. They proceeded as individual plaintiffs but the cases were consolidated for discovery and procedural purposes. On September 14, 2007, the court granted our motion for summary judgment, dismissing the plaintiffs’ federal claims of price discrimination and dismissing, without prejudice, the plaintiffs’ remaining claims under state law. The plaintiffs filed an appeal of the decision and both parties have filed appellate briefs and are awaiting the court’s decision. Also, the plaintiffs may decide to re-file the state law claims in state court. We believe we have meritorious defenses with respect to the appeal and will defend ourselves vigorously. However, there is no assurance that the outcome of the appeal, or any trial, if claims are refiled, will be in our favor.

Holk & Weiner Snapple Litigation

In 2007, Snapple Beverage Corp. was sued by Stacy Holk, in New Jersey Superior Court, Monmouth County. The Holk case was filed as a class action. Subsequent to filing, the Holk case was removed to the United States District Court, District of New Jersey. Holk alleges that Snapple’s labeling of certain of its drinks is misleading and/or deceptive and seeks unspecified damages on behalf of the class, including enjoining Snapple from various labeling practices, disgorging profits, reimbursing of monies paid for product and treble damages. Snapple filed a motion to dismiss the Holk case on a variety of grounds. On June 12, 2008, the district court granted Snapple’s motion to dismiss and the Holk case was dismissed. The plaintiff has filed an appeal of the order dismissing the case.

In 2007, the attorneys in the Holk case filed a new action in New York on behalf of the plaintiff, Evan Weiner, with substantially the same allegations and seeking the same damages as the Holk case. We have filed a motion to dismiss the Weiner case on a variety of grounds. The Weiner case is currently stayed pending the outcome of the Holk case.

We believe we have meritorious defenses to the claims asserted in the Holk and Weiner cases and will defend ourselves vigorously. However, there is no assurance that the outcome of either case will be favorable to us.

Ivey

In May 2008, a class action lawsuit was filed in the Superior Court for the State of California, County of Los Angeles, by Ray Ivey against Snapple Beverage Corp. and other affiliates. The plaintiff alleged that Snapple’s labeling of its lemonade juice drink violates California’s Unfair Competition Law and Consumer Legal Remedies

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Act and constitutes fraud under California statutes. The case has been settled. We paid a nominal amount and the plaintiff dismissed his action with prejudice to refiling.

Nicolas Steele v. Seven Up/RC Bottling Company Inc.
Robert Jones v. Seven Up/RC Bottling Company of Southern California, Inc.
California Wage Audit

In 2007, one of our subsidiaries, Seven Up/RC Bottling Company Inc., was sued by Nicolas Steele, and in a separate action, by Robert Jones, in each case in Superior Court in the State of California (Orange County), alleging that our subsidiary failed to provide meal and rest periods and itemized wage statements in accordance with applicable California wage and hour law. The cases have been filed as class actions. The classes, which have not yet been certified, consist of employees who have held a merchandiser or delivery driver position in California in the past three years. On behalf of the classes, the plaintiffs claim lost wages, waiting time penalties and other penalties for each violation of the statute. We believe we have meritorious defenses to the claims asserted and will defend ourselves vigorously. However, there is no assurance that the outcome of this matter will be in our favor.

We have been requested to conduct an audit of our meal and rest periods for all non-exempt employees in California at the direction of the California Department of Labor. At this time, we have declined to conduct such an audit until there is judicial clarification of the intent of the statute. We cannot predict the outcome of such an audit.

Compliance Matters

We are currently undergoing an unclaimed property audit for the years 1981 through 2008 and spanning nine states and seven of our entities within the Bottling Group. The audit is expected to be completed during 2009 and the audit findings will be delivered upon completion. We do not currently have sufficient information from the audit results to estimate liability that will result from this audit.

Corporate Information

We were incorporated in Delaware on October 24, 2007. The address of our principal executive offices is 5301 Legacy Drive, Plano, Texas 75024. Our telephone number is (972) 673-7000.

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OUR RELATIONSHIP WITH CADBURY AFTER THE DISTRIBUTION

Description of Various Separation and Transition Arrangements

Separation Agreement

We entered into a separation and distribution agreement (the “separation agreement”) with Cadbury before the distribution of our shares of common stock to Cadbury shareholders. The separation agreement sets forth our agreements with Cadbury regarding the principal transactions necessary to effect the separation and distribution. It also sets forth other agreements (the “ancillary agreements”) that govern certain aspects of our relationship with Cadbury after completion of the separation.

Transfer of Assets and Assumption of Liabilities.  The separation agreement identifies assets retained, transferred, liabilities assumed and contracts assigned to each of us and Cadbury as part of our separation and describes when and how these transfers, assumptions and assignments occur. In particular, the separation agreement provides that, subject to the terms and conditions contained in the separation agreement:

•  all assets to the extent related to our business (including the stock of subsidiaries, real property and intellectual property) were retained by or transferred to us, subject to any licenses between the parties;

•  all assets to the extent related to Cadbury’s global confectionery business and its other beverages business (located principally in Australia) (including stock of subsidiaries, real property and intellectual property) were retained by or transferred to Cadbury Schweppes, subject to any licenses between the parties;

•  liabilities were allocated to, and assumed by, us to the extent they were related to our business;

•  liabilities were allocated to, and assumed by, Cadbury to the extent they were related to its global confectionery business and its other beverages business (located principally in Australia);

•  each party or one of its subsidiaries assumed or retained any liabilities relating to any of its or its subsidiaries’ or controlled affiliates’ debt, regardless of the issuer of such debt, to the extent relating to its business or secured exclusively by its assets;

•  except as may be set forth in or contemplated by the separation agreement or any ancillary agreement, the one-time transaction costs and expenses incurred on or prior to the separation were borne by Cadbury and after the separation were by the party incurring such costs; and

•  other liabilities were allocated to either Cadbury or us as set forth in the separation agreement.

Except as may expressly be set forth in the separation agreement or any ancillary agreement, all assets were transferred on an “as is,” “where is” basis and the respective transferees bear the economic and legal risks associated with the use of such respective assets both prior to and following the separation.

Certain of the liabilities and obligations assumed by one party or for which one party has an indemnification obligation under the separation agreement and the other agreements relating to the separation are the legal or contractual liabilities or obligations of another party. Each such party that continues to be subject to such legal or contractual liability or obligation will rely on the applicable party that assumed the liability or obligation or the applicable party that undertook an indemnification obligation with respect to the liability or obligation, as applicable, under the separation agreement, to satisfy the performance and payment obligations or indemnification obligations with respect to such legal or contractual liability or obligation.

The parties have agreed to cooperate to effect as promptly as practicable any transfers that were not consummated prior to the distribution date. The parties have agreed to cooperate with each other and use commercially reasonable efforts to take or to cause to be taken all actions, and to do, or to cause to be done, all things reasonably necessary under applicable law or contractual obligations to consummate and make effective the transactions contemplated by the separation agreement and the ancillary agreements.

Related Party Balances.  The separation agreement provided for the settlement and capitalization of our related party debt and other balances. We borrowed an aggregate of $3.9 billion under the credit facilities in connection with the separation. These borrowings were used to settle the foregoing related party debt and other

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balances, eliminate Cadbury’s net investment in us, purchase certain assets from Cadbury related to our business, pay $94 million of fees and expenses related to the credit facilities and provide us with at least $100 million of cash on hand immediately after the separation.

Releases and Indemnification.  Except as otherwise provided in the separation agreement or any ancillary agreement, each party released and forever discharged each other party and its affiliates and any person who was at any time prior to the distribution date a shareholder, director, officer, agent or employee of a member of the other party or one of its affiliates from all obligations and liabilities existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the separation. The releases do not extend to, among other things, obligations or liabilities under any agreements between the parties that remain in effect following the separation pursuant to the separation agreement or any ancillary agreement, liabilities specifically retained or assumed by or transferred to a party pursuant to the separation agreement or any ancillary agreement or to ordinary course trade payables and receivables.

In addition, the separation agreement provides for cross-indemnities principally designed to place financial responsibility for the obligations and liabilities of our business with us and financial responsibility for the obligations and liabilities of the global confectionery business and its other beverages business (located principally in Australia) with Cadbury. Specifically, each party will, and will cause its affiliates to, indemnify, defend and hold harmless the other party and its affiliates and each of their respective officers, directors, employees and agents for any losses arising out of or otherwise in connection with:

•  the liabilities each such party assumed or retained pursuant to the separation agreement;

•  any breach by such party of any shared contract between the companies;

•  any liability for a misstatement or omission or alleged misstatement or omission of a material fact made after the distribution date contained in a document filed with the SEC or the U.K. Financial Services Authority by the other party after the distribution date based upon information that is furnished in writing by such party for inclusion in a filing by the other party; and

•  any breach by such party of the separation agreement, the ancillary agreements or any agreements between the parties specifically contemplated by the separation agreement or any ancillary agreement to remain in effect following the separation.

Legal Matters.  In general, each party to the separation agreement assumes liability for all pending and threatened legal matters related to its own business or assumed or retained liabilities and will indemnify the other parties for any liability to the extent arising out of or resulting from such assumed legal matters. Each party will cooperate in defending any claims against the other for events that took place prior to, on or after the date of the separation of us from Cadbury.

Non-Solicitation of Employees.  During the 18-month period following the distribution date, neither party will solicit for employment any of the employees of the other party, provided that this provision shall not prevent either party from advertising in publications of general circulation or soliciting or hiring any employees who were terminated by the other party.

Intellectual Property Licenses.  We currently use the Cadbury trademark, including variations and acronyms thereof (the “Cadbury Marks”). In addition, Cadbury and its affiliates currently use various marks that we own or hold for use or will own or hold for use following the separation (the “DPS Marks”). Under the separation agreement, we and Cadbury and its affiliates will, among other things, have a royalty-free license of limited scope to continue to use the Cadbury Marks or the DPS Marks, as applicable, for up to fifteen (15) months in connection with its ongoing business. The separation agreement also includes licenses of certain copyrights and design rights from us to Cadbury and its affiliates, and from Cadbury to us.

Insurance.  The separation agreement provides for the rights of the parties to report claims under existing insurance policies for occurrences prior to the separation and set forth procedures for the administration of insured claims. In addition, the separation agreement allocates among the parties the right to insurance policy proceeds based on reported claims and the obligations to incur deductibles under certain insurance policies.

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Other Matters.  Other matters governed by the separation agreement include, among others, access to financial and other records and information, intellectual property, legal privilege, confidentiality and resolution of disputes between the parties relating to the separation agreement and the ancillary agreements and the agreements and transactions contemplated thereby.

Transition Services Agreement

We entered into a transition services agreement with Cadbury pursuant to which each party provides certain specified services to the other on an interim basis for terms ranging generally from one month to one year following the separation. The specified services include services in the following: human resources, finance and accounting, intellectual property, information technology and certain other services consistent with past practices. The services are paid for by the receiving party at a charge equal to the cost of the providing party as calculated in the transition services agreement.

Tax-Sharing and Indemnification Agreement

We entered into a tax-sharing and indemnification agreement with Cadbury that sets forth the rights and obligations of Cadbury and us (along with our respective subsidiaries) with respect to taxes, including the computation and apportionment of tax liabilities relating to taxable periods before and after the separation and distribution and the responsibility for payment of those tax liabilities (including any subsequent adjustments to such tax liabilities). In general, under the terms of the tax-sharing and indemnification agreement, we and Cadbury will each be responsible for taxes imposed on our respective businesses and subsidiaries for all taxable periods, whether ending on, before or after the date of separation and distribution. However, we are responsible for taxes attributable to certain assets of the Cadbury global confectionery business while owned by us and Cadbury is responsible for taxes attributable to certain assets of the Americas Beverages business while owned by Cadbury.

In addition, we and Cadbury undertook certain restructuring transactions in anticipation of the separation and distribution (including transfers of confectionery business assets by us to Cadbury) and we participated in various other transactions with Cadbury in taxable periods prior to the separation and distribution. Cadbury will, subject to certain conditions, and absent a change-in-control of us as described below, pay or indemnify us for taxes imposed on us in respect of these transactions including taxes resulting from either (i) a change in applicable tax law after the separation and distribution and prior to the filing of the relevant tax return, or (ii) a subsequent adjustment by a taxing authority. These potential tax indemnification obligations of Cadbury could be for significant amounts.

Notwithstanding these tax indemnification obligations of Cadbury, if the treatment of these transactions as reported were successfully challenged by a taxing authority, we generally would be required under applicable tax law to pay the resulting tax liabilities in the event that either (i) Cadbury were to default on their obligations to us, or (ii) we breached a covenant or we failed to file tax returns, cooperate or contest tax matters as required by the tax-sharing and indemnification agreement, which breach or failure caused such tax liabilities. In addition, if we are involved in certain change-in-control transactions including certain acquisitions of our stock representing more than 35% of the voting power represented by our issued and outstanding stock and certain changes to the membership of our board of directors, the obligations of Cadbury to indemnify us for additional taxes in respect of the restructuring and other transactions will terminate and Cadbury will have no further obligations to indemnify us on account of such transactions. Thus, since we have primary liability for income taxes in respect of these transactions, if a taxing authority successfully challenges the treatment of one or more of these transactions, and Cadbury Schweppes fails to, is not required to or cannot indemnify or reimburse us, our resulting tax liability could be for significant amounts and could have a material adverse effect on our results of operations, cash flows and financial condition.

We generally are required to indemnify Cadbury for any liabilities, taxes and other charges that are imposed on Cadbury, including as a result of the separation and distribution failing to qualify for non-recognition treatment for U.S. federal income tax purposes, if such liabilities, taxes or other charges are attributable to a breach by us of our representations or covenants. The covenants contained in the tax-sharing and indemnification agreement, for example, generally contain restrictions on our ability to (a) discontinue the active conduct of the historic business relied upon for purposes of the private letter ruling issued by the IRS, or liquidate, merge or consolidate the

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company conducting such active business, (b) undertake certain transactions pursuant to which our stockholders would dispose of a substantial amount of our common stock, or (c) take any action inconsistent with the written statements and representations furnished to the IRS in connection with the private letter ruling request. Notwithstanding the foregoing, we will be permitted to take actions restricted by such covenants if Cadbury provides us with prior written consent, or we provide Cadbury with a private letter ruling or rulings from the IRS, or an unqualified opinion of counsel that is satisfactory to Cadbury, to the effect that such action will not affect the tax-free nature of the separation and distribution or certain restructuring transactions, but we will remain liable for any liabilities, taxes and other charges imposed on Cadbury as a result of the separation and distribution or such restructuring transactions failing to qualify as tax-free transactions as a result of such action. Our potential tax indemnification obligations could be for significant amounts.

Furthermore, the tax-sharing and indemnification agreement sets forth the rights of the parties in respect of the preparation and filing of tax returns, the control of audits or other tax proceedings and assistance and cooperation in respect of tax matters, in each case, for taxable periods ending on or before or that otherwise include the date of separation and distribution. In addition, with respect to taxable periods before or that include the separation and distribution, Cadbury will have significant control over the reporting of various restructuring transactions on our tax returns and over proceedings where Cadbury is indemnifying us for taxes that are involved in such proceedings. Moreover, in certain instances, where we realize tax savings in respect of separation transaction costs paid, or various taxes previously indemnified against or otherwise paid, by Cadbury we may be required to return a portion of that tax savings to Cadbury.

Employee Matters Agreement

We entered into an employee matters agreement with Cadbury providing for our respective obligations to our employees and former employees and for other employment and employee benefits matters. Under the terms of the employee matters agreement, we generally assumed all liabilities and assets relating to employee benefits for our current and former employees, and Cadbury generally retained all liabilities and assets relating to employee benefits for current and former Cadbury employees other than current or former beverages employees.

In connection with the separation, sponsorship of the Cadbury benefit plans that solely cover our current and former employees was transferred to us, and the Cadbury benefit plans that cover our current and former employees and also cover current and former Cadbury employees was split into two separate plans, one covering Cadbury employees and one covering our employees. Sponsorship of the plans covering our employees was transferred to us.

For transferred plans that are funded, assets allocable to the liabilities of such plans also were transferred to related trusts established by us. As of the date of separation, current and former employees of us and Cadbury received credit for service for all periods of employment prior to the date of separation for purposes of vesting, eligibility and benefit levels under any pension or welfare plan in which they participate following the separation. The employee matters agreement also provides for sharing of certain employee and former employee information to enable us and Cadbury to comply with our respective obligations.

In addition, the employee matters agreement provided for the treatment of holders of awards granted under the Cadbury employee share schemes who were current and former employees of our company at the time of separation.

Share Options.  Outstanding share options held by our employees under the Cadbury share option schemes at the time of separation were converted into options over Cadbury ordinary shares pursuant to the exchange ratio described below that is intended to preserve the “intrinsic” value of pre-separation options. Replacement options are subject to the same terms and conditions as the existing options under the applicable Cadbury share option scheme. Depending on the applicable Cadbury share option scheme, the options over Cadbury ordinary shares must be exercised within 12 months of the separation (or, if later, the third anniversary of the original grant of the options) or the replacement option will be cancelled without payment.

Restricted Stock.  Restricted stock granted to our employees under the Cadbury international share award plan was converted into Cadbury plc ordinary shares and shares of our common stock (in the same manner as other Cadbury shareholders).

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Restricted Stock Units.  Performance awards granted to our employees under the Cadbury long term incentive plan, the Cadbury Schweppes bonus share retention plan and the Cadbury Schweppes international share award plan had their performance measures tested at the time of separation, time pro-rated (based on service through the date of separation) and converted into an award over shares of our common stock pursuant to the exchange ratio described below that was intended to preserve the “intrinsic” value of the pre-separation performance awards (after testing of performance measures and time pro-rating). The converted performance awards are subject to the same terms and conditions as the existing awards and will be paid out at the end of the applicable normal performance period or at the normal vesting date.

Awards to our employees under the Cadbury Schweppes bonus share retention plan that were not subject to performance vesting but were subject to time vesting were pro-rated (based on service through the date of separation) and converted into an award over shares of our common stock pursuant to the exchange ratio described below that was intended to preserve the “intrinsic” value of the pre-separation awards (after time pro-rating). The converted awards are subject to the same terms and conditions as the existing awards and will be paid out at the normal vesting date. Awards under the Cadbury Schweppes international share award plan that were neither performance related nor subject to time vesting were converted into awards over shares of our common stock pursuant to the exchange ratio described below that was intended to preserve the “intrinsic” value of the pre-separation awards. The converted awards are subject to the same terms and conditions as the existing awards and will be paid out at the normal vesting date.

Awards granted to our employees under the Cadbury Schweppes long term incentive plan which were not performance related were converted into awards over Cadbury plc ordinary shares pursuant to the exchange ratio described below that was intended to preserve the “intrinsic” value of the pre-separation awards. The converted awards are subject to the same terms and conditions as the existing awards.

Intellectual Property Agreements

Various agreements are in effect between us and Cadbury relating to the use of certain trademarks, patents and other intellectual property. These include agreements relating to the use and protection of intellectual property where the intellectual property is separately owned by us, Cadbury and certain third parties in different countries, as is the case with Dr Pepper and certain other brands. These also include licenses from Cadbury to us for the use of the Rose’s trademark and certain technology in our business, and licenses from us to Cadbury for the use of the Canada Dry trademark with Cadbury’s Halls product in the U.S. and the Snapple, Mott’s, Clamato and Holland House trademarks in Cadbury’s beverage business located principally in Australia.

Debt and Payables

Upon our separation from Cadbury, we settled outstanding debt and payable balances with Cadbury except for amounts due under the Separation and Distribution Agreement, Transition Services Agreement, Tax Indemnity Agreement, and Employee Matters Agreement. See Note 2 to our unaudited condensed consolidated financial statements for additional information on the accounting for the separation from Cadbury.

Prior to separation, we had a variety of debt agreements with other wholly-owned subsidiaries of Cadbury that were unrelated to our business. As of December 31, 2007, outstanding debt totaled $3,019 million with $126 million recorded in current portion of long-term debt payable to related parties.

The related party payable balance of $175 million as of December 31, 2007, represented non-interest bearing payable balances with companies owned by Cadbury, related party accrued interest payable associated with interest bearing notes and related party payables for sales of goods and services with companies owned by Cadbury.

Notes Receivable

Upon our separation from Cadbury, we settled outstanding receivable balances with Cadbury except for amounts due under the Separation and Distribution Agreement, Transition Services Agreement, Tax Indemnity Agreement, and Employee Matters Agreement. See Note 2 to our unaudited condensed consolidated financial statements for additional information on the accounting for the separation from Cadbury.

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We held a note receivable balance with wholly-owned subsidiaries of Cadbury with outstanding principal balances of $1,527 million as of December 31, 2007.

We had other related party receivables of $66 million as of December 31, 2007, which primarily related to taxes, accrued interest receivable from the notes with wholly-owned subsidiaries of Cadbury and other operating activities.

Allocated Expenses

Post separation from Cadbury, there were no expenses allocated to us from Cadbury. See Note 2 to our unaudited condensed consolidated financial statements for additional information on the accounting for the separation from Cadbury.

Prior to the separation, Cadbury allocated certain costs to us, including costs for certain corporate functions provided for us by Cadbury. These allocations have been based on the most relevant allocation method for the service provided. To the extent expenses were paid by Cadbury on our behalf, they were allocated based upon the direct costs incurred. Where specific identification of expenses was not practicable, the costs of such services were allocated based upon the most relevant allocation method to the services provided, primarily either as a percentage of net sales or headcount. We were allocated $6 million for the nine months ended September 30, 2008, and $161 million, $142 million and $115 million in 2007, 2006 and 2005, respectively. Beginning January 1, 2008, we directly incurred and recognized a significant portion of these costs, thereby reducing the amounts subject to allocation through the methods described above.

Cash Management

Prior to the separation, our cash was available for use and was regularly swept by Cadbury operations in the United States at its discretion. Cadbury also funded our operating and investing activities as needed. We earned interest income on certain related-party balances. Our interest income has been reduced due to the settlement of the related-party balances upon separation and, accordingly, we expect interest income for the remainder of 2008 to be minimal.

Post separation, we plan to fund our liquidity needs from cash flow from operations and amounts available under our financing arrangements.

Royalties

Prior to the separation, we earned royalties from other Cadbury-owned companies for the use of certain brands owned by us. The total royalties we recorded were $1 million, $1 million and $9 million for 2007, 2006 and 2005, respectively.

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MANAGEMENT

Executive Officers and Directors

Set forth below is information concerning our executive officers and directors.

Name	Age*		Position
Wayne R. Sanders		61	Chairman
Larry D. Young		54	President, Chief Executive Officer and Director
John O. Stewart		50	Executive Vice President, Chief Financial Officer and Director
James L. Baldwin, Jr.		47	Executive Vice President and General Counsel
Rodger L. Collins		50	President — Bottling Group Sales and Finished Goods
Pedro Herrán Gacha		47	President — Mexico and the Caribbean
Derry L. Hobson		58	Executive Vice President — Supply Chain
James J. Johnston, Jr.		51	President — Concentrate Sales
Lawrence N. Solomon		53	Executive Vice President — Human Resources
James R. Trebilcock		50	Executive Vice President — Marketing
John L. Adams		64	Director
Terence D. Martin		65	Director
Pamela H. Patsley		51	Director
Ronald G. Rogers		60	Director
Jack L. Stahl		55	Director
M. Anne Szostak		58	Director

* As of November 24, 2008

Wayne R. Sanders, Chairman.  Mr. Sanders has served as our Chairman of the Board of Directors and chairman of the nominating and corporate governance committee since May 2008. Mr. Sanders served as the Chairman and the Chief Executive Officer of Kimberly-Clark Corporation from 1992 until his retirement in 2003. Mr. Sanders currently serves on the boards of directors of Texas Instruments Incorporated and Belo Corp. He previously served on the board of directors of Adolph Coors Company. Mr. Sanders is also a National Trustee and Governor of the Boys & Girls Club of America and was a member of the Marquette University Board of Trustees from 1992 to 2007, serving as Chairman from 2001 to 2003.

Larry D. Young, President, Chief Executive Officer and Director.  Mr. Young has served as our President and Chief Executive Officer since October 2007. Mr. Young joined Cadbury Schweppes Americas Beverages as President and Chief Operating Officer of the Bottling Group segment and Head of Supply Chain in 2006 after our acquisition of DPSUBG, where he had been President and Chief Executive Officer since May 2005. From 1997 to 2005, Mr. Young served as President and Chief Operating Officer of Pepsi-Cola General Bottlers, Inc. and Executive Vice President of Corporate Affairs at PepsiAmericas, Inc. Mr. Young became a director in October 2007.

John O. Stewart, Executive Vice President, Chief Financial Officer and Director.  Mr. Stewart has served as our Executive Vice President and Chief Financial Officer since November 2006. From 1990 to 2004, Mr. Stewart worked for Diageo PLC and its subsidiaries, serving as Senior Vice President and Chief Financial Officer of Diageo North America from 2001 to 2004. From 2004 to 2005, Mr. Stewart was an independent consultant, providing mergers and acquisitions advice to Diageo PLC. Mr. Stewart became a director in October 2007.

James L. Baldwin, Jr., Executive Vice President and General Counsel.  Mr. Baldwin has served as our Executive Vice President and General Counsel since July 2003. From June 2002 to July 2003, he served as Senior Vice President and General Counsel of Dr Pepper/Seven Up, Inc., and from August 1998 to June 2002 as General Counsel of Mott’s LLP.

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Rodger L. Collins, President — Bottling Group Sales and Finished Goods.  Mr. Collins has served as our President of Bottling Group Sales and Finished Goods since September 2008. Prior to that, Mr. Collins was our President of Sales for the Bottling Group, a position he had held since October 2007. He had previously served as Midwest Division President for the Bottling Group since January 2005. He also was Regional Vice President (North/East) at DPSUBG from October 2001 to December 2004.

Pedro Herrán Gacha, President — Mexico and the Caribbean.  Mr. Herrán has served as our President of the Mexico and the Caribbean segment since March 2004. Prior to that, he was President of Cadbury Schweppes Beverages Mexico, a position he had held since January 2000.

Derry L. Hobson, Executive Vice President — Supply Chain.  Mr. Hobson has served as our Executive Vice President of Supply Chain since October 2007. Mr. Hobson joined the business as Senior Vice President of Manufacturing in 2006 through our acquisition of DPSUBG where he had been Executive Vice President since 1999. Prior to joining our Bottling Group, Mr. Hobson was President and Chief Executive Officer of Sequoia Pacific Systems from 1993 to 1999. From 1988 to 1993, Mr Hobson was Senior Vice President of Operations at Perrier Group.

James J. Johnston, Jr., President — Concentrate Sales.  Mr. Johnston has served as our President of Concentrate Sales since September 2008. Prior to that, Mr. Johnston was our President of Finished Goods and Concentrate Sales, a position he had held since October 2007. From January 2005 to October 2007, he was Executive Vice President of Sales. From December 2003 to January 2005, he was first Senior Vice President, then Executive Vice President of Strategy. From October 1997 to December 2003, Mr. Johnston served as Senior Vice President of Licensing. From November 1993 to October 1997, Mr. Johnston served as Senior Vice President of System Marketing.

Lawrence N. Solomon, Executive Vice President — Human Resources.  Mr. Solomon has served as our Executive Vice President of Human Resources since March 2004. From May 1999 to March 2004, he served as Senior Vice President of Human Resources for Dr Pepper/Seven Up, prior to which he served on Cadbury’s global human resources team.

James R. Trebilcock, Executive Vice President — Marketing.  Mr. Trebilcock has served as our Executive Vice President — Marketing since September 2008. From February 2003 to September 2008, Mr. Trebilcock served as our Senior Vice President — Consumer Marketing. Prior to that time, Mr. Trebilcock held various positions since joining the Dr Pepper/Seven-Up companies, Inc. in July 1987.

John L. Adams, Director.  Mr. Adams has served as our director since May 2008. Mr. Adams served as Executive Vice President of Trinity Industries, Inc. from January 1999 to June 2005 and held the position of Vice Chairman from July 2005 to March 2007. Prior to joining Trinity Industries, Mr. Adams spent 25 years in various positions with Texas Commerce Bank, N.A. and its successor, Chase Bank of Texas, National Association. From 1997 to 1998, he served as Chairman and Chief Executive Officer of Chase Bank of Texas. Mr. Adams currently serves on the boards of directors of Trinity Industries, Inc. and Group 1 Automotive, Inc., where he has served as chairman since April 2005. He previously served on the boards of directors of American Express Bank Ltd. and Phillips Gas Company.

Terence D. Martin, Director.  Mr. Martin has served as our director and chairman of the audit committee since May 2008. Mr. Martin served as Senior Vice President and Chief Financial Officer of Quaker Oats Company from 1998 until his retirement in 2001. From 1995 to 1998, he was Executive Vice President and Chief Financial Officer of General Signal Corporation. Mr. Martin was Chief Financial Officer and Member of the Executive Committee of American Cyanamid Company from 1991 to 1995 and served as Treasurer from 1988 to 1991. Since 2002, Mr. Martin has served on the board of directors of Del Monte Foods Company and currently serves as the chairman of its audit committee.

Pamela H. Patsley, Director.  Ms. Patsley has served as our director since May 2008. Ms. Patsley served as Senior Executive Vice President of First Data Corporation from March 2000 to October 2007 and President of First Data International from May 2002 to October 2007. She retired from those positions in October 2007. From 1991 to 2000, she served as President and Chief Executive Officer of Paymentech, Inc., prior to its acquisition by First Data. Ms. Patsley also previously served as Chief Financial Officer of First USA, Inc. Ms. Patsley currently serves on the

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boards of directors of Molson Coors Brewing Company and Texas Instruments Incorporated, and she is the chair of the audit committee of Texas Instruments Incorporated.

Ronald G. Rogers, Director.  Mr. Rogers has served as our director since May 2008. Mr. Rogers has served in various positions with Bank of Montreal between 1972 and 2007. From 2002 until his retirement in 2005, he served as Deputy Chair, Enterprise Risk & Portfolio Management, BMO Financial Group and from 1994 to 2002, he served as Vice Chairman, Personal & Commercial Client Group. Prior to 1994, Mr. Rogers held various executive vice president positions at Bank of Montreal.

Jack L. Stahl, Director.  Mr. Stahl has served as our director and chairman of the compensation committee since May 2008. Mr. Stahl served as Chief Executive Officer and President of Revlon, Inc. from February 2002 until his retirement in September 2006. From February 2000 to March 2001, he served as President and Chief Operating Officer of The Coca-Cola Company and previously served as Chief Financial Officer and President of The Coca-Cola Company’s Americas Group. Mr. Stahl currently serves on the board of directors of Schering-Plough Corporation and Delhaize Group.

M. Anne Szostak, Director.  Ms. Szostak has served as our director since May 2008. Since June 2004, Ms. Szostak has served as President and Chief Executive Officer of Szostak Partners LLC, a consulting firm that advises executive officers on strategic and human resource issues. From 1998 until her retirement in 2004, she served as Executive Vice President and Corporate Director — Human Resources and Diversity of FleetBoston Financial Corporation. She also served as Chairman and Chief Executive Officer of Fleet Bank — Rhode Island from 2001 to 2003. Ms. Szostak currently is a director of Belo Corp., Tupperware Brands Corporation and Spherion Corporation, where she serves as chair of the compensation committee.

Board of Directors

Our board of directors consists of nine directors. The New York Stock Exchange requires that a majority of our board of directors qualify as “independent” according to the rules and regulations of the SEC and the New York Stock Exchange by no later than the first anniversary of the separation. We are in compliance with these requirements.

Our amended and restated certificate of incorporation and by-laws provide that the directors will be classified with respect to the time for which they hold office, into three classes. Class I directors will have an initial term expiring in 2009, Class II directors will have an initial term expiring in 2010 and Class III directors will have an initial term expiring in 2011. Our Class I consists of Ms. Patsley, Mr. Stewart and Ms. Szostak, Class II consists of Mr. Adams, Mr. Martin and Mr. Rogers and Class III consists of Mr. Sanders, Mr. Stahl and Mr. Young.

Committees of Our Board of Directors

The committees of our board of directors consist of an audit committee, nominating and corporate governance committee and a compensation committee. Each of these committees is required to comply with the requirements of the SEC and the New York Stock Exchange applicable to us, including for the audit committee the independence requirements and the designation of an “audit committee financial expert.” Our board of directors has adopted a written charter for each of these committees, each of which is posted on our website.

In addition, we may establish special committees under the direction of the board of directors when necessary to address specific issues.

Audit Committee

Our audit committee is responsible for, among other things, making recommendations concerning the engagement of our independent registered public accounting firm, reviewing with the independent registered public accounting firm the plans and results of the audit engagement, approving professional services provided by the independent registered public accounting firm, reviewing the independence of the independent registered public accounting firm, considering the range of audit and non-audit fees and oversight of management’s review of the adequacy of our internal accounting controls. Our audit committee consists of Mr. Adams, Mr. Martin and

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Ms. Patsley, with Mr. Martin serving as chair. Each of Mr. Adams, Mr. Martin and Ms. Patsley qualifies as an audit committee financial expert.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee is responsible for recommending persons to be selected by the board as nominees for election as directors, recommending persons to be elected to fill any vacancies on the board, considering and recommending to the board qualifications for the office of director and policies concerning the term of office of directors and the composition of the board and considering and recommending to the board other actions relating to corporate governance. Our nominating and corporate governance committee consists of Mr. Martin, Mr. Sanders and Mr. Stahl, with Mr. Sanders serving as chair.

Compensation Committee

Our compensation committee is charged with the responsibilities, subject to full board approval, of establishing, periodically re-evaluating and, where appropriate, adjusting and administering policies concerning compensation structure and benefit plans for our employees, including the Chief Executive Officer and all of our other executive officers. Our compensation committee consists of Mr. Rogers, Mr. Stahl and Ms. Szostak, with Mr. Stahl serving as chair.

Code of Ethics

Our board of directors has adopted a written code of ethics that is designed to deter wrongdoing and to promote:

•  honest and ethical conduct;

•  full, fair, accurate, timely and understandable disclosure in reports and documents that we file with the SEC and in our other public communications;

•  compliance with applicable laws, rules and regulations, including insider trading compliance; and

•  accountability for adherence to the code and prompt internal reporting of violations of the code, including illegal or unethical behavior regarding accounting or auditing practices.

A copy of our code of ethics is posted on our website.

Procedures for Approval of Related Persons Transactions

Our board of directors has adopted a written policy to be followed in connection with certain related persons transactions involving our company. Under this policy, our board of directors has delegated to our audit committee the responsibility for reviewing and approving transactions with related persons (as defined in the policy) in which we were or are to be a participant, including, but not limited to, any financial transaction, arrangement or indebtedness, guarantee of indebtedness, or any series of similar transactions in which the amount involved exceeds $120,000. In addition, our board has empowered our General Counsel to initially review all such transactions and refer to the audit committee for approval of transactions which our General Counsel determines that the related person may have a direct or indirect material interest.

In approving related persons transactions, our audit committee determines, among other things, whether each related persons transaction referred to the audit committee is the product of fair dealing and whether it is fair to our company.

Under this policy, we intend to remind our directors and executive officers of their obligation to inform us of any related persons transaction and any proposed related persons transaction. In addition, from time to time, we intend to review our records and inquire of our directors and executive officers to identify any person who may be considered a related person. Using this information, we intend to search our books and records for any related persons transactions in which our company was or is to be a participant.

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Director Compensation

Non-executive directors receive compensation from us for their services on the board of directors or committees. Executive directors do not receive compensation for their services as a director. We compensate our non-executive directors as follows: an annual fee of $100,000, which the director may elect to receive in cash or defer and receive shares of our common stock pursuant to a deferred compensation plan to be adopted by us, and an annual equity grant of restricted stock units of $100,000. In addition, the chairperson of the audit committee and the compensation committee receives an annual equity grant of restricted stock units of $30,000 and $25,000, respectively. We have adopted expense reimbursement and related policies to reimburse all directors for necessary and reasonable expenses. No director compensation was paid in 2007.

Mr. Sanders, as Chairman, is entitled to an annual retainer of $100,000, which he may elect to receive in cash or to defer and receive shares of our common stock pursuant to a deferred compensation plan. Mr. Sanders also receives an annual equity grant of our common stock equal to $200,000. Shares acquired through the deferral of his annual retainer and through the annual equity grant will vest on the third anniversary of the date of grant. In addition, in recognition of Mr. Sanders’ services to us in connection with the separation, he received a one-time founders’ equity grant upon the separation of our common stock equal to $900,000 that will vest in equal amounts on each of the first, second and third anniversary of the date of grant.

Compensation Discussion and Analysis

Introduction

In 2007, our named executive officers (the “NEOs”) were Larry Young, John Stewart, Randall Gier, James Johnston, Pedro Herrán, Gilbert Cassagne and John Belsito. Historically, each NEO has been covered by the Cadbury Schweppes executive compensation program. This Compensation Discussion and Analysis describes the historical compensation arrangements for our NEOs.

During the last half of 2007, there were a number of changes with regard to our NEOs. On October 12, 2007, Mr. Cassagne, our former President and Chief Executive Officer, left the company and Mr. Young, our Chief Operating Officer and President, Bottling Group, was appointed President and Chief Executive Officer. In addition, on December 19, 2007, Mr. Belsito, the former President, Snapple Distributors, left the company. As a result of the changes in certain of our NEOs’ duties and responsibilities, certain elements of their compensation were adjusted, as further described below.

On September 26, 2008, Randall E. Gier, who had served as our Executive Vice President — Marketing and R&D since February 2004, left the company.

Objectives of the Executive Compensation Program

Historically, as administered by the remuneration committee of the board of directors of Cadbury Schweppes, the Cadbury Schweppes executive compensation program was designed to achieve the following core objectives:

•  Total compensation was designed to be competitive in the relevant market, thereby enabling Cadbury Schweppes to attract, retain, motivate and reward high caliber executives;

•  Total compensation awarded to executives was designed to reflect and reinforce Cadbury Schweppes’ focus on financial management and bottom-line performance;

•  The achievement of short and long-term business objectives was recognized through a combination of incentives and rewards with a significant weighting on performance-based compensation versus fixed pay; and

•  Equity incentive awards were designed to align the interests of management with those of shareholders of Cadbury Schweppes.

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Material Elements of the Executive Compensation Program

Historically, Cadbury Schweppes’ executive compensation program for the NEOs in 2007 consisted of the following three major elements:

•  Base Salary — base salary provided NEOs with a fixed level of cash compensation intended to aid in the attraction and retention of talent in a competitive market. Base salary is reflected in the “Salary” column in the Summary Compensation Table.

•  Annual Cash Incentive Compensation — annual cash incentive compensation encouraged NEOs to focus on our annual financial plan and motivated the performance of the NEOs in alignment with the short-term interests of shareholders of Cadbury Schweppes. Annual cash incentive compensation is reflected in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table.

•  Long-Term Share-Based Incentive Compensation — long-term share-based incentive compensation rewarded NEOs for achieving quantitative goals that are key drivers of long-term performance. Long-term share-based incentives aligned the interests of executives with those of shareholders of Cadbury Schweppes and provided strong retention and motivational incentives. Long-term share-based incentive compensation is reflected in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table.

Other forms of compensation were also provided to NEOs in 2007 under the Cadbury Schweppes executive compensation program, and included grants under an additional share plan, participation in health plans, retirement plans, perquisites and severance arrangements.

Setting Executive Compensation

Historically, the compensation of Mr. Cassagne was based on recommendations by Todd Stitzer, the Chief Executive Officer of Cadbury Schweppes, related to Mr. Cassagne’s performance during the year, and approved by the remuneration committee of the board of directors of Cadbury Schweppes. The compensation of the other NEOs was based on recommendations by Mr. Cassagne and approved by Mr. Stitzer. Among the factors considered in setting compensation were individual performance, skill and experience, the NEO’s success in achieving targets set by Cadbury Schweppes, compensation previously granted to the NEO, planned changes in responsibilities and competitive practices.

Benchmarking of Compensation

In 2007, the remuneration committee of the board of directors of Cadbury Schweppes reviewed compensation awarded to Mr. Cassagne against compensation awarded to executives in similar positions in the Towers Perrin 2007 U.S. CDB General Industry Executive Database Survey (the “Towers Perrin Survey”), a proprietary survey of approximately 45 multinational companies and global consumer goods companies with whom Cadbury Schweppes believes it competes for executive talent. In making assessments, the potential value of the total compensation package, which included base salary, annual cash incentives and long-term share-based incentives, was considered. A similar process was followed by Mr. Stitzer and Mr. Cassagne for purposes of benchmarking the compensation of other NEOs. In addition to the Towers Perrin Survey, Mr. Stitzer and Mr. Cassagne also considered the Hay Group 2007 Executive Compensation Report: Fast-Moving Consumer Goods Industry, a proprietary survey of approximately 50 multinational consumer goods companies.

In October 2007, Cadbury Schweppes also reviewed the base salaries awarded to Mr. Young, in connection with his promotion to President and Chief Executive Officer of our company, and to Mr. Stewart, whose role was expanded to include information technology and shared business services along with additional duties that he will undertake as the Chief Financial Officer of a public company, against similar executive officers in 16 multinational

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consumer goods companies of similar market capitalization to our business (the “DPS Comparator Group”). The DPS Comparator Group consisted of the following companies:

Anheuser-Busch	ConAgra	Hershey	PepsiAmericas
Brown-Forman	Constellation Brands	Smucker	Pepsi Bottling Group
Campbell Soup	General Mills	Kellogg	Sara Lee
Coca-Cola Enterprises	Heinz	Molson Coors	Wrigley

The Executive Compensation Program

Overview

Historically, Cadbury Schweppes generally targeted a competitive level of total compensation, including base salary, annual cash incentive compensation, and long-term share-based incentive compensation, based on the attainment of certain pre-established performance measures.

Base Salary

Cadbury Schweppes provided a base salary to each NEO, which was reviewed on an annual basis. NEOs were eligible for merit-based increases based on their prior year performance, market competitiveness of their salary and peer group data.

In setting the base salary of Mr. Cassagne in 2007, the remuneration committee of the board of directors of Cadbury Schweppes considered Mr. Cassagne’s performance and benchmark information from the Towers Perrin Survey. In setting the base salary of the other NEOs in 2007, Mr. Stitzer and Mr. Cassagne considered each individual’s performance and the market competitiveness of their salary as described above.

In October 2007, Mr. Young’s base salary was increased from $647,000 to $800,000 and Mr. Stewart’s base salary was increased from $420,000 to $500,000. Mr. Young’s increase was attributable to his promotion to President and Chief Executive Officer of our company and Mr. Stewart’s increase was attributable to his expanded role to include information technology and shared business services along with additional duties he will undertake as the Chief Financial Officer of a public company. The increases for Mr. Young and Mr. Stewart were established taking into account median base salaries of similar executive officers in the DPS Comparator Group.

Annual Cash Incentive Compensation

NEOs participated in the Cadbury Schweppes annual incentive plan, a short-term cash incentive plan based on the attainment of overall short-term business results. Each NEO was assigned an annual incentive target between 65% and 100% of each NEO’s annual base salary (the “Target Award”). In the event performance targets were met for each fiscal year, the NEOs were eligible to receive a cash payment equal to their Target Award. Performance measures were determined by the remuneration committee of the board of directors of Cadbury Schweppes to take account of current business plans and conditions and to provide incentives to NEOs to achieve key short-term performance targets.

In 2007, Target Awards were based on the achievement of financial performance targets for underlying economic profit (defined as underlying operating profit from operations less a charge for the weighted average cost of capital) and growth in revenue. The remuneration committee of the board of directors of Cadbury Schweppes believed that these performance targets were key drivers of our business in the short-term.

In 2007, Mr. Herrán, who has primary responsibility for our Mexico and the Caribbean segment, was eligible for a Target Award based 50% on the performance targets achieved by our Mexico and the Caribbean segment and 50% on the performance targets achieved by our business. Each of the other NEOs, including Mr. Young, was eligible for Target Awards based only upon the performance targets achieved by our business. In each case, the weighting of the performance targets was based 60% on underlying economic profit and 40% on growth in revenue.

In 2007, each NEO was provided the opportunity to voluntarily defer all or part of his 2006 annual incentive plan award (which otherwise would have been paid in cash in March 2007) and invest such award in Cadbury

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ordinary shares pursuant to the Cadbury Schweppes bonus share retention plan, which is further described below under the section “— Long-Term Share-Based Incentives — Bonus Share Retention Plan.”

Annual incentive amounts for 2007 were determined in February 2008 and are set forth in the “Non Equity Incentive Plan Compensation” column of the Summary Compensation Table. Based on a review of the financial performance targets achieved for 2007, cash payments were below each NEO’s Target Award.

Long-Term Share-Based Incentives

Bonus Share Retention Plan.  The Cadbury Schweppes bonus share retention plan enabled participants to elect to defer all or part of their annual incentive plan awards in the form of an investment in Cadbury Schweppes ordinary shares. Senior executives, including the NEOs, were eligible to participate in the bonus share retention plan. To the extent that participants elected to invest in shares, the plan enabled them to earn an additional matching grant of Cadbury Schweppes ordinary shares (up to 100% of their investment), provided that Cadbury Schweppes attained certain performance targets over a three-year performance period and the participant was continuously employed by Cadbury Schweppes through the date that the award is settled. All of our current NEOs participated in the bonus share retention plan, with a deferral ranging from 25% to 100% of their annual incentive plan award.

The determination of matching shares awarded for 2007 was determined in February 2008 and is set forth in the “Stock Awards” column of the Option Exercises and Stock Vested Table. Based on a review of the financial performance targets achieved for the 2005-2007 performance period, the number of shares vested was below the median of the number of matching shares that each NEO was eligible to receive for the performance period.

Long Term Incentive Plan.  Under Cadbury Schweppes’ long term incentive plan, NEOs and other senior executives were eligible, at the discretion of the remuneration committee of the board of directors of Cadbury Schweppes, to receive a designated number of Cadbury Schweppes ordinary shares conditional on the achievement of certain performance targets.

The vesting of the shares awarded under Cadbury Schweppes’ long term incentive plan in 2007 was based 50% on underlying earnings per share growth and 50% on total shareholder return growth relative to an international group of peer companies equally weighted over a performance period beginning on January 1, 2007 and ending on December 31, 2009. Total shareholder return is defined as share price growth assuming reinvested dividends. At the end of the three-year performance period, the remuneration committee of the board of directors of Cadbury Schweppes will determine how much of the award has been earned. These shares accrue dividend equivalents through the end of the performance period (which will only be paid to the extent the performance targets are achieved). The vesting of these shares is dependent on the executive being continuously employed with Cadbury Schweppes through the date the award was settled.

In 2007, the remuneration committee of the board of directors of Cadbury Schweppes granted shares under the long term incentive plan to NEOs. Mr. Cassagne was entitled to shares with a value ranging up to 120% of his base salary and the other NEOs were entitled to shares with a value ranging up to 100% of their base salaries based on the performance targets achieved during the performance period.

The determination of the number of shares awarded for 2007 was determined in February 2008 and is set forth in the “Stock Awards” column of the Option Exercises and Stock Vested Table. Based on a review of the financial performance targets achieved for the 2005-2007 performance period, the number of shares vested was 55% of the maximum number of shares that each NEO was eligible to receive for the performance period.

Other Equity Plans

Historically, up to and including 2005, annual awards of share options were granted to the NEOs under the Cadbury Schweppes share option plan. In addition, restricted share awards were granted to certain NEOs under the Cadbury Schweppes international share award plan.

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Other Compensation Benefits Plans and Programs

Historically, Cadbury Schweppes provided the following employee benefit plans and programs to NEOs consistent with local practices and those of comparable companies.

Employee Stock Purchase Plan.  Cadbury sponsored the employee stock purchase plan that provided employees with an option to purchase Cadbury Schweppes ADRs at a 15% discount over a two-year period from the date of grant. The discount price, which was fixed each September, was based on the closing price of Cadbury Schweppes ADRs on the day before enrollment for the plan began.

Retirement Benefits.  Cadbury sponsored a qualified defined benefit plan (the personal pension account plan) and two non-qualified defined benefit plans (the pension equalization plan and the supplemental executive retirement plan). In 2007, the personal pension account plan and the pension equalization plan were closed to new participants. In addition, Cadbury Schweppes sponsored a qualified defined contribution plan, and a non-qualified defined contribution plan. The defined benefit plans and defined contribution plans are discussed below in further detail in the narrative following the Pension Benefits Table and the Non-Qualified Deferred Compensation Table, respectively.

Perquisites.  Cadbury provided some or all of the NEOs with the following additional benefits and perquisites, which are more fully described under the Summary Compensation Table:

•  An automobile allowance;

•  A service allowance to offset the costs of items such as financial, estate and tax planning; and

•  Annual physicals and disability income premiums.

In addition, our expatriate NEO, Mr. Herrán, was provided with an expatriate package, including tax equalization and other payments. Certain club membership dues and expenses were also paid on behalf of Mr. Young.

Executive Employment Agreements

Consistent with our past practices, we have entered into executive employment agreements with our NEOs at the time they became an executive officer. These executive employment agreements are updated from time-to-time, including most recently to principally address changes in tax laws. We believe that it is appropriate for our senior executives to have employment agreements because they provide us with certain contractual protections, including provisions relating to non-competition, non-solicitation of our employees and confidentiality of proprietary information. We also believe that executive employment agreements are useful in recruiting and retaining senior employees. For information regarding the executive employment agreements, see “Historical Executive Compensation Information — Executive Employment Agreements.”

Pursuant to their executive employment agreements, we provided Mr. Cassagne and Mr. Belsito with certain benefits when they left the company. For information regarding these benefits, see “Historical Executive Compensation Information — Separation Arrangements Related to Mr. Cassagne and Mr. Belsito.”

Historical Executive Compensation Information

The executive compensation disclosure contained in this section reflects compensation information for 2007.

The following disclosure tables provide compensation information for (1) Mr. Young and Mr. Cassagne, each of whom served as our President and Chief Executive Officer during 2007; (2) Mr. Stewart, our Executive Vice President and Chief Financial Officer; (3) Mr. Gier, Mr. Johnston and Mr. Herrán, the three other executive officers who were our most highly compensated executive officers; and (4) Mr. Belsito, who would have been one of our three most highly compensated officers if he was serving as an executive officer as of December 31, 2007 (collectively, the named executive officers, or “NEOs”). All references to stock options and stock-based awards, other than the employee stock purchase plan, relate to equity awards granted by Cadbury Schweppes to acquire Cadbury Schweppes ordinary shares.

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Summary Compensation Table

The following table sets forth information regarding the compensation earned by NEOs in 2007.

											Change in
											Pension
											Value and
											Non-
											Qualified
									Non-Equity		Deferred
					Stock		Option		Incentive Plan		Compensation		All Other
			Salary		Awards		Awards		Compensation		Earnings		Compensation		Total
Name & Principal Position	Year		($)(5)		($)(6)		($)(7)		($)(8)		($)(9)		($)(10)		($)
Larry D. Young,		2007		672,266		514,402		112,168		510,400		35,000		197,411		2,041,647
President and Chief Executive Officer(1)
John O. Stewart,		2007		425,654		407,965		—		218,266		5,000		78,288		1,135,173
Executive Vice President and Chief Financial Officer
Randall E. Gier,		2007		456,577		335,509		329,539		190,378		55,000		57,186		1,424,189
Executive Vice President, Marketing and R&D(2)
James J. Johnston, Jr.,		2007		435,962		241,532		98,678		182,497		75,000		52,151		1,085,820
President, Finished Goods and Concentrate Sales
Pedro Herrán Gacha,		2007		431,427		370,375		89,966		89,998		50,000		619,936		1,651,702
President, Mexico and the Caribbean
Gilbert M. Cassagne,		2007		714,808		448,019		322,341		448,406		910,000		2,257,202		5,100,776
Former President and Chief Executive Officer(3)
John L. Belsito,		2007		470,354		193,466		77,652		241,414		120,000		80,280		1,186,812
Former President, Snapple Distributors(4)

(1)	Mr. Young was appointed President and Chief Executive Officer on October 10, 2007.
(2)	Mr. Gier, formerly Executive Vice President — Marketing and R&D, left the company effective September 26, 2008.
(3)	Mr. Cassagne, formerly President and Chief Executive Officer, left the company effective October 12, 2007.
(4)	Mr. Belsito, formerly President, Snapple Distributors, left the company effective December 19, 2007.
(5)	The amounts shown in this column represent the base salary reported on each Form W-2 for each of our NEOs for 2007. Due to our payroll practices, the amounts shown reflect base salary earned between December 21, 2006 and December 22, 2007. Base salary earned between December 23, 2007 and December 31, 2007 will be reported on the 2008 Form W-2 and reflected in the Summary Compensation Table in our 2009 proxy statement.
(6)	The amounts shown in this column represent the dollar amount of the accounting expense recognized for financial statement reporting purposes for 2007 for all outstanding stock awards granted to the NEOs pursuant to the international share award plan, the bonus share retention plan and the long-term incentive plan, in accordance with the rules of SFAS 123(R). For Mr. Cassagne and Mr. Belsito, these amounts also include the dollar amount of the accounting expense recognized for outstanding stock awards granted pursuant to the integration share success plan. The amounts disregard adjustment for forfeiture assumptions and do not reflect amounts realized or paid to the NEOs in 2007 or prior years. Assumptions used to calculate these amounts (disregarding forfeiture assumptions) are included in note 14 to our audited combined financial statements. For further information on the stock awards granted in 2007, see the Grants of Plan-Based Awards Table.
(7)	The amounts shown in this column represent the dollar amount of the accounting expense recognized for financial statement reporting purposes for 2007 for all outstanding option awards granted to the NEOs pursuant to the Cadbury Schweppes share option plan in accordance with SFAS 123(R). The amounts disregard adjustment for forfeiture assumptions and do not reflect amounts realized or paid to the NEOs in

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	2007 or prior years. Assumptions used to calculate these amounts (disregarding forfeiture assumptions) are included in note 14 to our audited combined financial statements. No option awards were granted to the NEOs in 2007.
(8)	The amounts shown in this column represent the annual incentive awards for 2007 that were paid to our NEOs in March 2008 pursuant to the annual incentive plan.
(9)	The amounts shown in this column represent an estimate of the aggregate change during 2007 in the actuarial present value of accumulated benefits under the personal pension account plan, the pension equalization plan and the supplemental executive retirement plan (as applicable), as described in more detail below in the Pension Benefits Table. The change in the actuarial present value of the accumulated benefits under the plans was determined in accordance with SFAS 87. Assumptions used to calculate these amounts are included in note 13 to our audited combined financial statements and include amounts that the NEOs may not be currently entitled to receive because such amounts are not vested.
(10)	The amounts shown in this column represent the following components:

	Perquisites ($)
					Disability		Company
	Automobile		Service		Income		Contributions		Other
	Allowance		Allowance		Premiums		($)(a)		($)(b)		Total ($)
Mr. Young		30,010		19,000		4,214		27,002		117,185		197,411
Mr. Stewart		21,544		14,000		1,986		16,883		23,875		78,288
Mr. Gier		19,944		14,000		3,314		18,120		1,808		57,186
Mr. Johnston		13,670		14,000		2,965		17,549		3,967		52,151
Mr. Herrán		65,413		14,000		3,307		17,114		520,102		619,936
Mr. Cassagne		25,627		24,000		2,531		28,703		2,176,341		2,257,202
Mr. Belsito		23,515		21,000		—		18,688		17,077		80,280

(a)

The amounts shown represent Cadbury Schweppes’ matching contributions to the tax-qualified defined contribution plan and non-tax qualified defined contribution plan. The contributions to the tax-qualified defined contribution plan are as follows: for Mr. Young, $9,111; for Mr. Stewart, $8,857; for Mr. Gier, $8,857; for Mr. Johnston, $9,111; for Mr. Herrán, $8,857; for Mr. Cassagne, $9,111; and for Mr. Belsito, $8,857. The contributions to the non-tax qualified plan are as follows: for Mr. Young, $17,891; for Mr. Stewart, $8,026; for Mr. Gier, $9,263; for Mr. Johnston, $8,438; for Mr. Herrán, $8,257; for Mr. Cassagne, $19,592; and for Mr. Belsito, $9,831.

(b)

The amounts shown reflect the following costs: for Mr. Young, $117,185 for club membership dues and expenses; for Mr. Stewart, $1,875 for executive physical and $22,000 for home sale bonus; for Mr. Gier, $1,808 for executive physical; for Mr. Johnston, $3,967 for sporting events; for Mr. Herrán, $23,450 for education expenses, $84,155 for security expenses, $206,228 for tax equalization expenses, $43,156 for location allowance, $53,954 for foreign service premium, $101,789 for housing allowance, $2,300 for tax preparation expenses, $1,078 for cost of living adjustments, $3,296 for 10-year service award and $696 for club membership dues and expenses; for Mr. Cassagne, $2,171,154 for separation payments and $5,187 for 25-year service award; and for Mr. Belsito, $2,075 for executive physical and $15,002 for merit bonus. For additional information about further amounts payable to Mr. Cassagne and Mr. Belsito, see “— Separation Arrangements Related to Mr. Cassagne and Mr. Belsito.”

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Grants of Plan-Based Awards

The following table sets forth information regarding equity plan awards and non-equity incentive plan awards by Cadbury Schweppes to our NEOs for 2007.

														Grant Date
														Fair Value of
			Estimated Future Payouts Under						Estimated Future Payouts Under					Equity
			Non-Equity Incentive Plan Awards(1)						Equity Incentive Plan Awards(2)					Incentive
	Grant		Threshold		Target		Maximum		Threshold		Target	Maximum		Plan Awards
Name	Date		($)		($)		($)		(#)		(#)	(#)		(3)($)
Larry D. Young		2/15/07		200,000		800,000		1,200,000
		3/29/07								18,968			63,230		477,041
		3/4/07								23,745			59,363		375,000
John O. Stewart		2/15/07		85,514		342,055		513,083
		3/29/07								9,616			32,054		241,833
		3/4/07								1,354			3,385		20,792
Randall E. Gier		2/15/07		74,588		298,350		447,525
		3/29/07								10,764			35,886		270,743
		3/4/07								7,470			18,675		121,500
James J. Johnston, Jr.		2/15/07		71,500		286,000		429,000
		3/29/07								10,320			34,400		259,532
		3/4/07								2,351			5,878		38,250
Pedro Herrán Gacha		2/15/07		70,525		282,100		423,150
		3/29/07								10,178			33,930		255,986
		3/4/07								4,886			12,215		75,000
Gilbert M. Cassagne		2/15/07		175,073		700,290		1,050,435
		3/29/07								8,322			27,740		209,285
John L. Belsito		2/15/07		94,319		377,275		565,912
		3/29/07								4,632			15,440		116,488
		3/4/07								878			2,196		49,770

(1)

The amounts shown in the first row of these columns for each NEO represent the potential payouts of annual cash incentive compensation granted to our NEOs in 2007 under the annual incentive plan subject to the achievement of certain performance measures. The actual amount of the awards made to the NEOs and paid in cash will be set forth in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table after payment is made.

(2)

The amounts shown in the second row of these columns for each NEO represent the threshold and maximum payouts of conditional shares granted to our NEOs pursuant to the long term incentive plan, subject to the achievement of certain performance measures. The performance measures are applied over a three-year performance period beginning on January 1, 2007 and ending on December 31, 2009. For more information regarding the terms of the conditional share awards, see the section entitled “— Long-Term Share-Based Incentives — Long Term Incentive Plan.” The amounts shown in the third row of these columns for each NEO represent matched shares granted by Cadbury Schweppes on the portion of the annual incentive award that each NEO earned in 2006 and elected to defer under the bonus share retention plan on March 4, 2007 in the form of Cadbury Schweppes ordinary shares (“basic shares”). In accordance with the terms of the bonus share retention plan, each NEO is eligible for (i) an award equal to 40% of the number of his basic shares if he remains employed through the date the award is paid in the first quarter of 2010 (as shown in the column “Threshold — Estimated Future Payouts Under Equity Incentive Plan Awards”) and (ii) an award equal to 60% of the number of his basic shares if certain performance measures are achieved during the three-year period beginning on January 1, 2007 and ending on December 31, 2009 and the NEO remains employed through the date the award is paid in the first quarter of 2010. The amounts shown in the column “Maximum — Estimated Future Payouts Under Equity Incentive Plan Awards” represent the total maximum number of matched shares that the NEO is eligible to receive.

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(3) The amounts shown in this column represent the grant date fair value of various awards in accordance with SFAS 123(R) based on a potential payout of maximum award. The grant date fair value generally reflects the amount we would expense in our financial statements over the award’s vesting schedule, and does not correspond to the actual value that may be realized by or paid to the NEOs.

Outstanding Equity Awards

The following table sets forth information regarding exercisable and unexercisable stock options and vested and unvested equity awards held by each NEO as of December 31, 2007. All such awards relate to Cadbury Schweppes ordinary shares.

	Outstanding Equity Awards at Year-End
	Option Awards									Stock Awards
														Equity		Equity
														Incentive		Incentive
														Plan		Plan Awards:
					Equity					Number		Market		Awards:		Market or
					Incentive					of		Value of		Number of		Payout
					Plan					Shares		Shares		Unearned		Value of
			Number of		Awards:					or Units		or Units		Shares,		Unearned
	Number of		Securities		Number of					of Stock		of Stock		Units, or		Shares, Units,
	Securities		Underlying		Securities					That		That		Other		or
	Underlying		Unexercised		Underlying	Option				Have		Have		Rights That		Other Rights
	Unexercised		Options		Unexercised	Exercise		Option		Not		Not		Have		That Have Not
	Options		Unexercisable		Unearned	Price		Expiration		Vested		Vested		Not Vested		Vested
Name	Exercisable (#)		(#)		Options (#)	($)(1)		Date		(#)		($)(2)		(#)		($)(2)		Grant Date
Larry D. Young				96,000			10.98		5/27/15										5/28/05	(3)
											23,745		294,515		35,618		441,778		3/4/07	(4)
															61,666		764,858		4/7/06	(5)
															63,230		784,256		3/29/07	(5)
John O. Stewart											20,000		248,065						11/30/06	(6)
											1,354		16,794		2,031		25,191		3/4/07	(4)
															22,668		281,156		11/6/06	(5)
															32,054		397,573		3/29/07	(5)
Randall E. Gier		150,000					8.48		3/26/14										3/26/04	(3)
		59,000					8.78		8/27/14										8/27/04	(3)
				41,000			10.50		4/1/15										4/1/05	(3)
											20,000		248,065						8/29/06	(6)
											1,973		24,472		2,960		36,714		3/4/06	(4)
											7,470		92,652		11,205		138,978		3/4/07	(4)
															33,546		416,079		4/7/06	(5)
															35,886		445,102		3/29/07	(5)
James J. Johnston, Jr.		32,000					8.86		9/11/08										9/11/98	(3)
		40,000					8.15		9/3/09										9/3/99	(3)
		60,000					8.17		9/1/10										9/1/00	(3)
		65,000					9.53		8/31/11										8/31/01	(3)
		70,000					9.64		8/23/12										8/23/02	(3)
		90,000					7.02		5/9/13										5/9/03	(3)
		64,000					8.78		8/27/14										8/27/04	(3)
				41,000			10.50		4/1/15										4/1/05	(3)
											2,565		31,814		3,848		47,728		3/4/06	(4)
											2,351		29,160		3,527		43,746		3/4/07	(4)
															33,546		416,079		4/7/06	(5)
															34,400		426,671		3/29/07	(5)
Pedro Herrán Gacha		30,000					8.86		9/11/08										9/11/98	(3)
		40,000					8.15		9/3/09										9/3/99	(3)
		60,000					8.17		9/1/10										9/1/00	(3)
		55,000					9.53		8/31/11										8/31/01	(3)
		55,000					9.64		8/23/12										8/23/02	(3)
		12,500					6.62		3/14/13										3/14/03	(3)
		75,000					7.02		5/9/13										5/9/03	(3)
		43,000					8.78		8/27/14										8/27/04	(3)
				41,000			10.50		4/1/15										4/1/05	(3)
											20,000		248,065						8/29/06	(6)
											12,000		148,839						2/16/06	(6)
											3,995		49,551		5,993		74,333		3/4/06	(4)
											4,886		60,602		7,329		90,903		3/4/07	(4)
															27,626		342,652		4/7/06	(5)
															33,930		420,842		3/29/07	(5)

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Outstanding Equity Awards at Year-End

Option Awards

Stock Awards

Equity

Equity

Incentive

Incentive

Plan

Plan Awards:

Equity

Number

Market

Awards:

Market or

Incentive

of

Value of

Number of

Payout

Plan

Shares

Shares

Unearned

Value of

Number of

Awards:

or Units

or Units

Shares,

Unearned

Number of

Securities

Number of

of Stock

of Stock

Units, or

Shares, Units,

Securities

Underlying

Securities

That

That

Other

or

Underlying

Unexercised

Underlying

Option

Have

Have

Rights That

Other Rights

Unexercised

Options

Unexercised

Exercise

Option

Not

Not

Have

That Have Not

Options

Unexercisable

Unearned

Price

Expiration

Vested

Vested

Not Vested

Vested

Name

Exercisable (#)

(#)

Options (#)

($)(1)

Date

(#)

($)(2)

(#)

($)(2)

Grant Date

Gilbert M. Cassagne

150,000

8.17

9/1/10

9/1/00

(3)

160,000

9.53

8/31/11

8/31/01

(3)

175,000

9.64

8/23/12

8/23/02

(3)

250,000

7.02

5/9/13

5/9/03

(3)

160,000

8.78

8/27/14

8/27/04

(3)

145,500

10.50

4/1/15

4/1/05

(3)

27,830

345,182

3/13/03

(5)

60,351

748,548

4/7/06

(5)

27,740

344,066

3/29/07

(5)

50,000

620,162

6/30/06

(7)

John L. Belsito

75,000

8.93

3/16/11

3/16/01

(3)

100,000

9.53

8/31/11

8/31/01

(3)

100,000

9.64

8/23/12

8/23/02

(3)

150,000

7.02

5/9/13

5/9/03

(3)

43,000

8.78

8/27/14

8/27/04

(3)

34,000

10.50

4/1/15

4/1/05

(3)

2,103

26,084

3,155

39,132

3/4/06

(4)

878

10,890

1,318

16,347

3/4/07

(4)

14,688

182,179

3/13/03

(5)

31,178

386,708

4/7/06

(5)

15,440

191,506

3/29/07

(5)

10,000

124,032

6/30/06

(7)

(1)	The option exercise prices were converted from pounds sterling to U.S. dollars based on a December 31, 2007 currency exchange rate of 1 pound sterling to 1.9973 U.S. dollars
(2)	The amount for each row represents the total number of shares or other rights awarded under an equity incentive plan that have not vested multiplied by the closing price of a Cadbury Schweppes ordinary share on the London Stock Exchange on December 31, 2007. The price of an ordinary share was converted from pounds sterling to U.S. dollars based on a December 31, 2007 currency exchange rate of 1 pound sterling to 1.9973 U.S. dollars.
(3)	Share Option Plan.  An option grant does not become exercisable until performance vesting criteria have been satisfied. No portion of the option may be exercised unless the performance measure is satisfied on the third anniversary of the grant date.
(4)	Bonus Share Retention Plan.  The amounts in the “Number of Shares or Units of Stock That Have Not Vested” column will vest on the third anniversary of the applicable grant date if the NEO is employed with Cadbury Schweppes on such date. The amounts in “Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested” column will vest based on Cadbury Schweppes achieving the maximum compound annual growth in aggregate underlying economic profit target over a three-year performance period. Payout could range up to 100% of the conditional shares disclosed. Pursuant to these terms:

•  Mr. Gier, Mr. Johnston, Mr. Herrán and Mr. Belsito were each granted an award subject to a performance period from January 1, 2006 to December 31, 2008 and a vesting date of March 2009; and

•  Mr. Young, Mr. Stewart, Mr. Gier, Mr. Johnston, Mr. Herrán and Mr. Belsito were each granted an award subject to a performance period from January 1, 2007 to December 31, 2009 and a vesting date of March 2010.

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In addition, the amounts shown in the following table represent the number of Cadbury Schweppes ordinary shares (the “basic shares”) that each NEO received on the applicable grant date upon his election to defer all or a portion of their prior year annual incentive plan awards into the bonus share retention plan.

	Grant Date		Number of Basic Shares
Mr. Young		3/4/07		59,363
Mr. Stewart		3/4/07		3,385
Mr. Gier		3/4/06		4,933
		3/4/07		18,675
Mr. Johnston		3/4/06		6,413
		3/4/07		5,878
Mr. Herrán		3/4/06		9,988
		3/4/07		12,215
Mr. Cassagne		—		—
Mr. Belsito		3/4/06		8,765
		3/4/07		8,240

(5) Long Term Incentive Plan.  Share grants will vest on the third anniversary of the applicable grant date if the NEO is employed with Cadbury Schweppes on such date and based on the achievement of compound annual growth in the aggregate underlying earnings per share target of Cadbury Schweppes and total shareholder return relative to an index of peer companies of Cadbury Schweppes over the applicable performance period. Vesting could range up to 100% of the conditional shares disclosed. Pursuant to these terms:

•  Mr. Cassagne and Mr. Belsito were granted an award subject to a retest for the performance period from January 1, 2003 to December 31, 2008 and a vesting date of March 2009;

•  all of the NEOs were granted an award subject to a three-year performance period from January 1, 2006 to December 31, 2008 and a vesting date of March 2009; and

•  all the NEOs were granted an award subject to a three-year performance period from January 1, 2007 to December 31, 2009 and a vesting date of March 2010.

(6)	International Share Award Plan.  For Mr. Gier and Mr. Herrán, the share awards will vest on the third anniversary of the grant date. For Mr. Stewart, the share award will vest in equal installments on the second and third anniversary of the grant date.
(7)	Integration Success Share Plan.  Awards under the integration success share plan are payable in the first quarter of 2008, subject to compliance with restrictive covenants in the individual’s employment agreement. For further information, see “Separation Arrangements Related to Mr. Cassagne and Mr. Belsito.”

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Option Exercises and Stock Vested

The following table sets forth information regarding Cadbury Schweppes ordinary shares acquired in 2007 by each NEO upon the exercise of stock options and vesting of stock awards during 2007.

	Option Awards				Stock Awards
	Number of				Number of Shares
	Shares Acquired		Value Realized on		Acquired on			Value on
	on Exercise		Exercise		Vesting			Vesting
Name	(#)(1)		($)(2)		(#)			($)(3)
Larry D. Young						21,051	(5)		229,870
John O. Stewart						20,000	(4)		258,780
Randall E. Gier						13,270	(5)		144,904
						6,531	(6)		71,316
James J. Johnston, Jr.						12,563	(5)		137,184
						2,028	(6)		22,145
Pedro Herrán Gacha		30,000		200,931		10,811	(5)		118,053
Gilbert M. Cassagne						40,857	(5)		446,145
John L. Belsito		20,000		28,440		23,732	(5)		259,146

(1)	The amounts shown in this column reflect the aggregate number of Cadbury Schweppes ordinary shares underlying the options that were exercised in 2007.
(2)	The amounts shown in this column are calculated by multiplying (x) the difference between the closing price on the London Stock Exchange of a Cadbury Schweppes ordinary share on the date of exercise and the exercise price of the options by (y) the number of Cadbury Schweppes ordinary shares acquired upon exercise. The amounts shown in this column were converted from pounds sterling to U.S. dollars based on the currency exchange rate on the date of exercise.
(3)	The amounts shown in this column are calculated by multiplying (x) the closing price of a Cadbury Schweppes ordinary share on the London Stock Exchange on the date of vesting by (y) the number of Cadbury Schweppes ordinary shares acquired upon vesting. The amounts shown in this column were converted from pounds sterling to U.S. dollars based on the currency exchange rate on the date of vesting.
(4)	The amount shown reflects the number of awards under the international share award plan that vested in 2007.
(5)	The amounts shown reflect the number of Cadbury Schweppes ordinary shares awarded for the 2005-2007 performance period under the long term incentive plan.
(6)	The amount shown reflects the number of Cadbury Schweppes ordinary shares awarded for the 2005-2007 performance period under the bonus share retention plan.

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Pension Benefits Table

The following table sets forth information regarding pension benefits accrued by each NEO under our defined benefit plans and supplemental contractual arrangements for 2007.

		Number of
		Years		Present Value of		Payments
		Credited		Accumulated		During Last
		Service		Benefit		Fiscal Year
Name	Plan Name	(#)		($)(1)		($)
Larry D. Young	Personal Pension Account Plan		1.67		15,000
	Pension Equalization Plan		1.67		20,000
John O. Stewart	Personal Pension Account Plan		1.15		5,000
	Pension Equalization Plan		1.15		0
Randall E. Gier	Personal Pension Account Plan		3.78		45,000
	Pension Equalization Plan		3.78		100,000
James J. Johnston, Jr.	Personal Pension Account Plan		15.08		245,000
	Pension Equalization Plan		15.08		235,000
Pedro Herrán Gacha	Personal Pension Account Plan		10.39		135,000
	Pension Equalization Plan		10.39		225,000
Gilbert M. Cassagne	Personal Pension Account Plan		25.74		685,000
	Pension Equalization Plan		25.74		3,450,000
	Supplemental Executive Retirement Plan		25.74		455,000
John L. Belsito	Personal Pension Account Plan		20.20		330,000
	Pension Equalization Plan		20.20		600,000

(1) The amounts shown reflect the actuarial present value of benefits accumulated under the respective plans in accordance with the assumptions included in note 13 to our audited combined financial statements. These amounts assume that each NEO retires at age 65. The discount rate used to determine the present value of accumulated benefits is 6.20%. The present values assume no pre-retirement mortality and utilize the RP 2000 healthy white collar male and female mortality tables projected to calendar year 2015.

Personal Pension Account Plan

NEOs are provided with retirement benefits under the Cadbury Schweppes personal pension account plan (the “PPA Plan”), a tax-qualified defined benefit pension plan covering full-time and part-time employees with at least one year of service who were actively employed as of December 31, 2006. The PPA Plan was closed to employees who were hired after December 31, 2006.

The PPA Plan provides a retirement benefit to participants based on a percentage of the participant’s annual compensation (which includes base salary and annual incentive award). The percentage, which is based on age and years of service, varies as follows:

	Age/Service Credit Percentage
	Compensation up to			Compensation over
Age Plus Years of Service	Taxable Wage Base			Taxable Wage Base
Less than 35		23/4	%		51/2	%
35 but less than 45		33/4	%		71/2	%
45 but less than 55		41/2	%		9	%
55 but less than 65		6	%		11	%
65 but less than 75		8	%		13	%
75 or more		10	%		15	%

Participants fully vest in their retirement benefits after five years of service or upon attaining age 65. Participants are also eligible for early retirement benefits if they separate from service on or after attaining age 55

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with 10 years of service. Participants who leave Cadbury Schweppes before they are fully vested in their retirement benefits forfeit their accrued benefit under the PPA Plan.

The Internal Revenue Code places limitations on compensation and pension benefits for tax-qualified defined benefit plans such as the PPA Plan. We have established two non-qualified supplemental defined benefit pension programs (the Cadbury Schweppes pension equalization plan and the Cadbury Schweppes supplemental executive retirement plan), as discussed below, to restore some of the pension benefits limited by the Internal Revenue Code.

Pension Equalization Plan

Cadbury Schweppes sponsored a pension equalization plan (the “PEP”), an unfunded, non-tax qualified excess defined benefit plan covering key employees who were actively employed as of December 31, 2006 and whose base salary exceeded certain statutory limits imposed by the Internal Revenue Code. As with the PPA Plan, the PEP was closed to employees who were hired after December 31, 2006.

The purpose of the PEP was to restore to PEP participants any PPA Plan benefits that were limited by statutory restrictions imposed by the Internal Revenue Code that were taken into consideration when determining their PPA Plan benefits. Participants fully vest in their benefits under the PEP after five years of service. Participants who voluntarily resign from service before they are vested in their benefits under the PEP forfeit their unvested accrued benefit. Participants who are terminated without “cause” or resign for “good reason” are entitled to have their unvested accrued benefits under the PEP automatically vested.

In addition, pursuant to the terms of the executive employment agreements, if a NEO is terminated without “cause” or resigns for “good reason” and is not vested in his accrued benefit under the PPA Plan, such NEO will be entitled to have his accrued and unvested benefits under the PPA Plan paid under the PEP. As of December 31, 2007, Mr. Young, Mr. Stewart and Mr. Gier have not vested in their accrued benefits under the PPA Plan.

Supplemental Executive Retirement Plan

Cadbury Schweppes sponsored a supplemental executive retirement plan (the “SERP”), a non-tax qualified defined benefit plan covering certain senior executives. The SERP was designed to ensure that the total pension benefits due to participants, including benefits under the PPA Plan and PEP, provided a certain level of income at retirement. Combined benefits range from 50% of a participant’s final average compensation after 15 years of service to 60% of final average compensation after 25 years of service. Benefits under the SERP vest after 10 years of service. In 2007, only Mr. Cassagne and Mr. Belsito participated in the SERP. Only Mr. Cassagne’s SERP benefit is fully vested. Mr. Belsito did not satisfy the vesting conditions under the SERP as of the date he left the company and forfeited the amount accrued under the SERP. No current or future employees are eligible to participate in the SERP.

Deferred Compensation

Savings Incentive Plan

Cadbury Schweppes sponsored a savings incentive plan (the “SIP”), a tax-qualified 401(k) defined contribution plan. The plan permitted participants to contribute up to 75% of their base salary in the SIP within certain statutory limitations under the Internal Revenue Code and Cadbury Schweppes matched 100% of the first 4% of base salary that is deferred to the SIP by a participant. Employees participating in the SIP were always fully vested in their, as well as the employer’s, contributions to the plan.

Supplemental Savings Plan

The only nonqualified deferred compensation plan sponsored by Cadbury Schweppes for NEOs is the supplemental savings plan (the “SSP”), a non-tax qualified defined contribution plan. The SSP is for employees who are actively enrolled in the SIP and whose deferrals under the SIP are limited by Internal Revenue Code compensation limitations. Employees may elect to defer up to 75% of their base salary over the Internal Revenue Code compensation limit to the SSP, and Cadbury Schweppes matches 100% of the first 4% of base salary that is

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contributed by these employees. Employees participating in the SSP are always fully vested in their, as well as the employer’s, contributions to the plan. Participants self-direct the investment of their account balances among various mutual funds.

The following table sets forth information regarding the nonqualified deferred compensation under the SSP for each NEO for 2007.

Nonqualified Deferred Compensation

									Aggregate
	Executive		Registrant		Aggregate			Aggregate	Balance
	Contributions		Contributions		Earnings			Withdrawals/	at Last
	in Last Year		in Last Year		in Last Year			Distribution	Year-End
Name	($)(1)		($)(2)		($)(3)			($)	($)
Larry D. Young		53,672		17,891		267				71,829
John O. Stewart		150,491		8,026		510				159,327
Randall E. Gier		34,737		9,263		7,500				156,323
James J. Johnston, Jr.		18,987		8,438		3,706				73,105
Pedro Herrán Gacha		14,450		8,257		(182	)			51,154
Gilbert M. Cassagne		146,942		19,592		58,338				1,556,013
John L. Belsito		14,746		9,831		12,872				229,612

(1)	The amounts shown in this column represent the aggregate amount of contributions made by our NEOs to the SSP in 2007. These amounts are included in the “Salary” column of the Summary Compensation Table.
(2)	The amounts shown in this column represent the aggregate amount of employer contributions to the NEOs’ accounts under the SSP in 2007. These amounts are also included in the “All Other Compensation” column of the Summary Compensation Table.
(3)	The amounts shown in this column represent the aggregate amount of interest or other earnings credited to the NEOs’ accounts under the SSP in 2007.

Executive Employment Agreements

Consistent with our past practices, we have entered into executive employment agreements with each of our NEOs at the time they became an executive officer. Each agreement is between the NEO and our subsidiary, CBI Holdings Inc., which is now renamed as DPS Holdings Inc. The current executive employment agreements each have a term of 10 years. In addition to setting forth their basic duties, the executive employment agreements provide the NEOs with a base salary and entitle them to participate in the annual incentive plan and all other applicable employee compensation and benefit plans and programs. In the event we terminate Mr. Young or Mr. Stewart “without cause” or they resign for “good reason” during the employment term, they are entitled to (1) a lump sum severance payment equal to 12 months of their annual base salary and their Target Award under the annual incentive plan; (2) a lump sum cash payment equal to their annual incentive plan payment, pro-rated through the employment termination date and based on the actual performance targets achieved for the year in which such termination of employment occurred; (3) salary continuation for up to 12 months equal to their annual base salary and their Target Award under the annual incentive plan (subject to mitigation for new employment); and (4) medical, dental and vision benefits for the salary continuation period. In the event we terminate Mr. Gier, Mr. Johnston or Mr. Herrán “without cause” or they resign for “good reason” during the employment term, they are entitled to (1) a lump sum severance payment equal to nine months of their annual base salary and 75% of their Target Award under the annual incentive plan; (2) a lump sum cash payment equal to their annual incentive plan payment, pro-rated through the employment termination date and based on the actual performance targets achieved for the year in which such termination of employment occurred; (3) salary continuation for up to nine months equal to their annual base salary and Target Award under the annual incentive plan (subject to mitigation for new employment); and (4) medical, dental and vision benefits for the salary continuation period. The NEOs are also entitled to outplacement services for their salary continuation period and certain payments under the qualified and non-qualified pension plans. In the event a NEO is terminated without “cause” or resigns for “good reason,” he is entitled to have his unvested accrued

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benefits under the PEP automatically vested. Such NEO will also be entitled to have his accrued and unvested benefits under the PPA Plan paid under the PEP. In addition, in the event the NEO is terminated due to death or disability, he is entitled to his Target Award, pro rated through the date on which his death or disability occurs.

Generally, “cause” is defined as termination of the NEO’s employment for his: (1) willful failure to substantially perform his duties; (2) breach of a duty of loyalty toward the company; (3) commission of an act of dishonesty toward the company, theft of our corporate property, or usurpation of our corporate opportunities; (4) unethical business conduct including any violation of law connected with the NEO’s employment; or (5) conviction of any felony involving dishonest or immoral conduct. Generally, “good reason” is defined as a resignation by the NEO for any of the following reasons: (1) our failure to perform any of our material obligations under the employment agreement; (2) a relocation by us of the NEO’s principal place of employment to a site outside a 50 mile radius of the current site of the principal place of employment; or (3) the failure by a successor to assume the employment agreement.

The employment agreements include non-competition and non-solicitation provisions. These provisions state that the NEO will not, for a period of one year after termination of employment, become engaged with companies that are in competition with us, including but not limited to a predetermined list of companies. Also, the NEO agrees for a period of one year after termination of employment not to solicit or attempt to entice away any of our employees or directors.

Potential Payments upon Certain Terminations of Employment

•  The tables include estimates of amounts that would have been paid to Mr. Young, Mr. Stewart, Mr. Gier, Mr. Herrán and Mr. Johnston assuming a termination event occurred on December 31, 2007. The employment of these NEOs did not actually terminate on December 31, 2007, and as a result, these NEOs did not receive any of the amounts shown in the tables below. The actual amounts to be paid to a NEO in connection with a termination event can only be determined at the time of such termination event.

•  The tables assume that the price of Cadbury Schweppes ordinary shares is $12.40 per share, the closing market price per share on December 31, 2007. The price of an ordinary share was converted from pounds sterling to U.S. dollars based on a December 31, 2007 currency exchange rate of £1 to $1.9973.

•  Each NEO is entitled to receive amounts earned during the term of his employment regardless of the manner of termination. These amounts include accrued base salary, accrued vacation time and other employee benefits to which the NEO was entitled on the date of termination, and are not shown in the tables below.

•  For purposes of the tables below, the specific definitions of “cause” and “good reason” are defined above in this section.

•  To receive the benefits under the employment agreements, each of the NEOs is required to provide a general release of claims against us and our affiliates and subject to mitigation for new employment. In addition, if NEOs receive severance payments under the employment agreements, they will not be entitled to receive any severance benefits under the Cadbury Schweppes general severance pay plan.

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The following tables below outline the potential payments to Mr. Young, Mr. Stewart, Mr. Gier, Mr. Johnston and Mr. Herrán upon the occurrence of various termination events, including “termination for cause” or “not for good reason,” “termination without cause” or “for good reason” or termination due to death or disability. The following assumptions apply with respect to the tables below and any termination of employment of a NEO:

						Termination
		Termination				without
		for Cause or				Cause or
		Resignation				Resignation
		without Good		Death/		for Good
		Reason		Disability		Reason
Name	Compensation Element	($)		($)		($)
Larry D. Young	Salary Continuation Payments(1)		—		—		1,600,000
	Lump Sum Cash Payments(2)		—		—		800,000
	Lump Sum Target Award Annual Incentive Plan Payment(3)		—		—		800,000
	Lump Sum 2007 Annual Incentive Plan Payment(4)		—		800,000		510,400
	Accelerated Equity Vesting
	•   Stock Options(5)		—		183,112		183,112
	•   Bonus Share Retention Plan(6)		—		940,190		940,190
	•   Long Term Incentive Plan(7)		—		1,032,408		1,032,408
	Other(9)		—		—		125,756
	Total		—		2,955,710		5,991,866
John O. Stewart	Salary Continuation Payments(1)		—		—		900,000
	Lump Sum Cash Payments(2)		—		—		500,000
	Lump Sum Target Award Annual Incentive Plan Payment(3)		—		—		400,000
	Lump Sum 2007 Annual Incentive Plan Payment(4)		—		400,000		218,266
	Accelerated Equity Vesting
	•   Bonus Share Retention Plan(6)		—		53,607		53,607
	•   Long Term Incentive Plan(7)		—		283,116		283,116
	•   International Share Award Plan(8)		—		115,995		115,995
	Other(9)		—		—		28,006
	Total		—		852,718		2,498,990
Randall E. Gier(10)	Salary Continuation Payments(1)		—		—		568,013
	Lump Sum Cash Payments(2)		—		—		344,250
	Lump Sum Target Award Annual Incentive Plan Payment(3)		—		—		223,763
	Lump Sum 2007 Annual Incentive Plan Payment(4)		—		298,350		190,378
	Accelerated Equity Vesting
	•   Stock Options(5)		—		78,204		78,204
	•   Bonus Share Retention Plan(6)		—		656,838		656,838
	•   Long Term Incentive Plan(7)		—		709,391		709,391
	•   International Share Award Plan(8)		—		114,246		114,246
	Other(9)		—		—		164,067
	Total		—		1,857,029		3,049,150

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						Termination
		Termination				without
		for Cause or				Cause or
		Resignation				Resignation
		without Good		Death/		for Good
		Reason		Disability		Reason
Name	Compensation Element	($)		($)		($)
James J. Johnston, Jr.	Salary Continuation Payments(1)		—		—		544,500
	Lump Sum Cash Payments(2)		—		—		330,000
	Lump Sum Target Award Annual Incentive Plan Payment(3)		—		—		214,500
	Lump Sum 2007 Annual Incentive Plan Payment(4)		—		286,000		182,497
	Accelerated Equity Vesting
	•   Stock Options(5)		—		78,204		78,204
	•   Bonus Share Retention Plan(6)		—		302,713		302,713
	•   Long Term Incentive Plan(7)		—		690,823		690,823
	Other(9)		—		—		19,067
	Total		—		1,357,740		2,362,304
Pedro Herrán Gacha	Salary Continuation Payments(1)		—		—		537,075
	Lump Sum Cash Payments(2)		—		—		325,500
	Lump Sum Target Award Annual Incentive Plan Payment(3)		—		—		211,575
	Lump Sum 2007 Annual Incentive Plan Payment(4)		—		282,100		89,998
	Accelerated Equity Vesting
	•   Stock Options(5)		—		78,204		78,204
	•   Bonus Share Retention Plan(6)		—		392,947		392,947
	•   Long Term Incentive Plan(7)		—		600,292		600,292
	•   International Share Award Plan(8)		—		266,856		266,856
	Other(9)		—		—		19,067
	Total		—		1,620,399		2,521,514

(1)	The amount shown represents salary continuation in an amount equal to (x) annual base salary and (y) Target Award. The amount shown represents 100% for Mr. Young and Mr. Stewart and 75% for Mr. Gier, Mr. Johnston and Mr. Herrán, in each case, according to the terms of their respective executive employment agreements.
(2)	The amount shown represents a lump sum cash payment equal to the annual base salary for Mr. Young and Mr. Stewart and 75% of the annual base salary for Mr. Gier, Mr. Johnston and Mr. Herrán.
(3)	The amount shown represents a lump sum payment under the annual incentive plan equal to the Target Award for Mr. Young and Mr. Stewart and equal to 75% of the Target Award for Mr. Gier, Mr. Johnston and Mr. Herrán.
(4)	The amount shown under the “Death/Disability” column represents each NEO’s Target Award, pro-rated through the assumed employment termination date. The amount shown under the “Termination Without Cause or Resignation for Good Reason” column represents a lump sum cash payment equal to each NEO’s 2007 annual incentive plan payment, pro-rated through the assumed employment termination date and based on the actual performance targets achieved for the year in which such assumed termination of employment occurred.

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(5)	The amount shown represents the value of the unvested stock options as of December 31, 2007 assuming the performance targets have been achieved. These stock options remain exercisable for 12 months from the employment termination date.
(6)	The amount shown represents the combined value of (i) Cadbury Schweppes ordinary shares that each NEO elected to defer under the bonus share retention plan (the “basic shares”), (ii) a matched share award equal to 40% of the number of his basic shares, pro-rated through the assumed employment termination date and (iii) a matched share award equal to 60% of the number of his basic shares, pro-rated through the employment termination date and assuming that the maximum performance targets were achieved.
(7)	The amount shown represents the value of unvested equity awards under the long term incentive plan as of December 31, 2007, assuming the achievement of performance targets and pro-rated through the employment termination date.
(8)	The amount shown represents the value of unvested share awards under the international share award plan, pro-rated through the employment termination date.
(9)	The amounts shown in the “Termination Without Cause or Resignation for Good Reason” column reflect the following elements:

	Medical, Dental		Outplacement		Unvested Accrued
	and Vision Benefits		Services		Pension Benefit
Name	($)(a)		($)		($)(b)		Total
Mr. Young		12,156		78,600		35,000		125,756
Mr. Stewart		12,156		10,850		5,000		28,006
Mr. Gier		9,117		9,950		145,000		164,067
Mr. Johnston		9,117		9,950				19,067
Mr. Herrán		9,117		9,950				19,067

(a)	Estimated combined cash value over the salary continuation period.
(b)	Unvested accrued benefits under the Cadbury Schweppes PPA Plan and PEP to be paid to the NEO under the PEP.

(10) Mr. Gier’s departure from the Company, effective September 26, 2008, will be treated as a “Termination Without Cause” for severance purposes. Mr. Gier’s severance was paid in accordance with his executive employment agreement, which is filed as Exhibit 10.13 to Amendment No. 2 to our Registration Statement on Form 10 filed on February 12, 2008.

Separation Arrangements Related to Mr. Cassagne and Mr. Belsito

Mr. Cassagne’s Separation.  Pursuant to the terms of his executive employment agreement, Mr. Cassagne is entitled to (1) a lump sum payment of $1,800,000, which is equal to the sum of his annual base salary and his full Target Award under the annual incentive plan; (2) a lump sum payment equal to his annual incentive plan payment, pro-rated through his employment termination date and based on the actual performance targets achieved for the year in which such termination of employment occurred; (3) salary continuation for up to 12 months equal to a total of $1,800,000 (subject to mitigation for new employment); (4) medical, dental and vision benefits continuation for the salary continuation period; (5) his accrued vested awards under the bonus share retention plan and long term incentive plan; (6) an award under the integration success share plan of 50,000 Cadbury Schweppes ordinary shares in the first quarter of 2008; and (7) transitional employment services for 12 months. Pursuant to the terms of the Cadbury Schweppes share option plan, Mr. Cassagne will be able to exercise all of his vested stock options, as of his departure date, until October 11, 2008. In addition, Mr. Cassagne will be able to exercise all of his unvested performance options for 12 months following the third anniversary of the date of grant, to the extent the performance targets are met at the end of the three-year performance period. To the extent the performance targets are not met at the end of the third anniversary of the date of grant, the performance targets will be reviewed again at the fifth anniversary of the date of grant. If the performance targets are met, Mr. Cassagne will be entitled to exercise the options for 12 months following the satisfaction of the performance period. If the performance targets are not met, all of his unvested options will be forfeited.

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Mr. Belsito’s Separation.  Pursuant to the terms of his executive employment agreement, Mr. Belsito is entitled to (1) a lump sum payment of $853,200, which is equal to the sum of his annual base salary and his full Target Award under the annual incentive plan; (2) a lump sum payment equal to his annual incentive plan payment, pro-rated through his employment termination date and based on the actual performance targets achieved for the year in which such termination of employment occurred; (3) salary continuation for up to 12 months equal to a total of $853,200 (subject to mitigation for new employment); (4) medical, dental and vision benefits continuation for the salary continuation period; (5) his accrued vested award under the bonus share retention plan and long term incentive plan; (6) an award under the integration success share plan of 10,000 Cadbury Schweppes ordinary shares in the first quarter of 2008; and (7) transitional employment services for 12 months. Pursuant to the terms of the Cadbury Schweppes share option plan, Mr. Belsito will be able to exercise all of his vested stock options, as of his departure date, until December 18, 2008. In addition, Mr. Belsito will be able to exercise 100% of his unvested performance options for 12 months following the third anniversary of the date of grant, to the extent the performance targets are met at the end of the three-year performance period. To the extent the performance targets are not met at the end of the third anniversary, the performance targets will be reviewed again at the fifth anniversary of the date of grant. If the performance targets are met, Mr. Belsito will be entitled to exercise the options for 12 months following the satisfaction of the performance period. If the performance targets are not met, all of his unvested options will be forfeited.

The tables below include the actual termination payments accrued by Mr. Cassagne and Mr. Belsito as of their date of separation on October 12, 2007 and December 19, 2007, respectively.

		Separation from
Name	Compensation Element	Service Payment($)
Gilbert M. Cassagne	Salary Continuation Payments(1)		1,800,000
	Lump Sum Cash Payments(2)		900,000
	Lump Sum Annual Incentive Plan Payment(3)		900,000
	Lump Sum 2007 Annual Incentive Plan Payment(4)		448,406
	Accelerated Equity Vesting
	•   Stock Options(5)		227,868
	•   Long Term Incentive Plan(6)		2,281,155
	•   Integration Success Share Plan(7)		612,712
	Other(9)		90,756
	Total		7,260,897
John L. Belsito	Salary Continuation Payments(1)		853,200
	Lump Sum Cash Payments(2)		474,000
	Lump Sum Annual Incentive Plan Payment(3)		379,200
	Lump Sum 2007 Annual Incentive Plan Payment(4)		241,414
	Accelerated Equity Vesting
	•   Stock Options(5)		67,437
	•   Long Term Incentive Plan(6)		1,280,622
	•   Integration Success Share Plan(7)		124,588
	•   Bonus Share Retention Plan(8)		304,729
	Other(9)		23,006
	Total		3,748,196

(1)	The amount shown represents salary continuation in an amount equal to (x) the annual base salary and (y) Target Award.
(2)	The amount shown represents a lump sum cash payment equal to the annual base salary.
(3)	The amount shown represents a lump sum payment under the annual incentive plan equal to the Target Award.

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(4)	The amount shown represents a lump sum cash payment equal to each NEO’s 2007 annual incentive plan payment, pro-rated through the employment termination date and based on the actual performance targets achieved for 2007.
(5)	The amount shown represents the value of the unvested stock options through the employment termination date for Mr. Cassagne and Mr. Belsito, October 17, 2007 and December 19, 2007, respectively assuming the performance targets were achieved. To the extent the performance targets are not met at the end of the third anniversary of the date of grant, the performance targets will be reviewed again at the fifth anniversary of the date of grant. If the performance targets are met, each NEO will be entitled to exercise the options for 12 months following the satisfaction of the performance period. If the performance targets are not met, all of their unvested options will be forfeited.
(6)	The amount shown represents the value of the unvested equity awards under the long term incentive plan through the employment termination date.
(7)	The amount shown represents the value of the unvested award under the integration success share plan pro-rated through the employment termination date.
(8)	The amount shown represents the combined value of (i) Cadbury Schweppes ordinary shares that Mr. Belsito elected to defer under the bonus share retention plan (the “basic shares”), (ii) a matched share award equal to 40% of the number of his basic shares, pro-rated through the employment termination date and (iii) a matched share award equal to 60% of the number of his basic shares, pro-rated through the employment termination date and assuming that the maximum performance targets were achieved.
(9)	This amount represents the estimated combined cash value over the salary continuation period of the continuation of medical, dental and vision benefits for Mr. Cassagne ($12,156) and Mr. Belsito ($12,156) and transitional employment services for Mr. Cassagne ($78,600) and for Mr. Belsito ($10,850).

New Plans

Prior to the separation, we adopted the following plans: the Dr Pepper Snapple Group, Inc. Omnibus Stock Incentive Plan of 2008 (the “stock incentive plan”) and the Dr Pepper Snapple Group, Inc. Annual Cash Incentive Plan (the “cash incentive plan”).

Omnibus Stock Incentive Plan of 2008

On May 5, 2008, Cadbury Schweppes Limited, our sole shareholder at the time, approved and adopted the Dr Pepper Snapple Group, Inc. Omnibus Stock Incentive Plan of 2008, which allows us to reward employees, non-employee directors and consultants by enabling them to acquire shares of common stock of Dr Pepper Snapple Group, Inc. The following is a summary of the terms of the stock incentive plan.

Common Stock Available for Awards.  The maximum number of shares of common stock available for issuance under the stock incentive plan is 9,000,000 shares. In the discretion of our compensation committee, 2,000,000 of these shares of common stock may be granted in the form of incentive stock options. If any shares covered by an award are cancelled, forfeited, terminated, expire unexercised or are settled through issuance of consideration other than shares of our common stock (including, without limitation, cash), these shares will again become available for award under the stock incentive plan.

Eligibility.  Awards may be made under the stock incentive plan to any employee of the company or its subsidiaries, or any of our non-employee directors or consultants. Participation and the types of awards under the stock incentive plan are subject to the discretion of our compensation committee, but generally any employee at the managerial level and above is eligible to particpate.

Administration.  Our compensation committee administers the stock incentive plan. Subject to the terms of the stock incentive plan, the administrator of the plan may select participants to receive awards, determine the types of awards and the terms and conditions of awards, interpret provisions of the plan and make all factual and legal determinations regarding the plan and any award agreements.

Types of Awards.  The stock incentive plan provides for grants of stock options (which may consist of incentive stock options or nonqualified stock options), stock appreciation rights, stock awards (which may consist

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of restricted stock and restricted stock unit awards) or performance awards. The terms of the awards will be embodied in an award agreement and awards may be granted singly, in combination or in tandem. All or part of an award may be subject to such terms and conditions established by our compensation committee, including, but not limited to, continuous service with the company and its subsidiaries, achievement of specific business objectives and attainment of performance goals. No award may be repriced without shareholder approval.

•  Stock Options and Stock Appreciation Rights.  The stock incentive plan permits the granting of stock options to purchase shares of common stock and stock appreciation rights. The exercise price of each stock option and stock appreciation right may not be less than the fair market value of our common stock on the date of grant. The term of each stock option or stock appreciation right will be set by our compensation committee and may not exceed ten years from the date of grant. Our compensation committee will determine the date each stock option or stock appreciation right may be exercised and the period of time, if any, after retirement, death, disability or other termination of employment during which stock options or stock appreciation rights may be exercised. In general, a grantee may pay the exercise price of an option in cash or shares of common stock. Our compensation committee may allow the grantee to exercise an option by means of a cashless exercise. With respect to the initial grant of stock options that was made in connection with the separation, our compensation committee determined that, due to possible price fluctuations in our common stock during the first trading days on the New York Stock Exchange following the separation, the initial grants would be determined using the volume weighted average price of our common stock as reported on the New York Stock Exchange on the first trading day.

•  Stock Awards.  The stock incentive plan permits the granting of stock awards. Stock awards that are not performance awards will be restricted for a minimum period of three years from the date of grant; provided, however, that our compensation committee may provide for earlier vesting following an employee’s termination of employment for death, disability or retirement or upon a change of control or other specified events. The three-year restricted period does not apply to stock awards that are granted in lieu of salary or bonus or to replace awards forfeited in connection with the separation. Vesting of the stock awards may occur incrementally over the three-year restricted period.

•  Performance Awards.  The stock incentive plan permits the granting of performance awards. Performance awards will be restricted for a minimum period of one year from the date of grant; provided, however, our compensation committee may provide for earlier vesting following an employee’s termination of employment for death, disability or retirement or upon a change of control or other specified events. Our compensation committee will determine the terms, conditions and limitations applicable to the performance awards and set the performance goals in its discretion. The performance goals will determine the value and amount of performance awards that will be paid to participants and the portion of an award that may be exercised to the extent such performance goals are met. Performance awards may be designed by our compensation committee to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code (“Section 162(m)”) but are not required to qualify under Section 162(m). For purposes of Section 162(m), performance goals will be designated by our compensation committee and will be based upon one or more of the following performance goal measures:

•  revenue and income measures (including those relating to revenue, gross margin, income from operations, net income, net sales and earnings per share);

•  expense measures (including those relating to costs of goods sold, selling, general and administrative expenses and overhead costs);

•  operating measures (including those relating to volume, margin, productivity and market share);

•  cash flow measures (including those relating to net cash flow from operating activities and working capital);

•  liquidity measures (including those relating to earnings before or after the effect of certain items such as interest, taxes, depreciation and amortization, and free cash flow);

•  leverage measures (including those relating to debt-to-equity ratio and net debt);

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•  market measures (including those relating to stock price, total shareholder return and market capitalization measures);

•  return measures (including those relating to return on equity, return on assets and return on invested capital);

•  corporate value measures (including those relating to compliance, safety, environmental and personnel matters); and

•  other measures such as those relating to acquisitions, dispositions or customer satisfaction.

Any performance criteria selected by our compensation committee may be used to measure our performance as a whole or the performance of any of our segments, and may be measured for the company alone or relative to a peer group or index.

Awards to Non-Employee Directors.  Our compensation committee may grant non-employee directors one or more awards and establish the terms of the award in the applicable award agreement. No award will confer upon any director any right to serve as a director for any period of time or to continue at any rate of compensation.

Award Payments.  Awards may be paid in cash, common stock or a combination of cash and common stock. At the discretion of our compensation committee, the payment of awards may also be deferred, subject to compliance with Section 409A of the Internal Revenue Code. In addition, in the discretion of our compensation committee, rights to dividends or dividend equivalents may be extended to any shares of common stock or units denominated in shares of common stock. Under the plan, during any one-year period, participants may not be granted options or stock appreciation rights exercisable for more than 500,000 shares of common stock or stock awards exercisable for more than 250,000 shares of common stock.

Adjustments.  If any changes in shares of common stock resulting from stock splits, stock dividends, reorganizations, recapitalizations, any merger or consolidation of the company, or any other event that affects our capitalization occurs, the terms of any outstanding awards and the number of shares of common stock issuable under the stock incentive plan may be adjusted in order to prevent enlargement or dilution of the benefits or potential benefits intended to be made available under the stock incentive plan.

Section 162(m) of the Internal Revenue Code.  Section 162(m) limits us to an annual deduction for federal income tax purposes of $1,000,000 for compensation paid to covered employees. Performance-based compensation is excluded from this limitation. The stock incentive plan is designed to permit our compensation committee to grant awards that qualify as performance-based for purposes of satisfying the conditions of Section 162(m).

Assignability.  No award under the stock incentive plan is assignable or otherwise transferable, unless otherwise determined by our compensation committee.

Amendment, Modification and Termination.  The stock incentive plan will terminate automatically ten years after its effective date, which was May 7, 2008. Our board or our compensation committee may amend, modify, suspend or terminate the stock incentive plan, to the extent that no such action will materially adversely affect the rights of a participant holding an outstanding award under the stock incentive plan without such participant’s consent, and no such action will be taken without shareholder approval, to the extent shareholder approval is legally required.

Federal Income Tax Consequences of Awards.

•  Incentive Stock Options.  The grant of an incentive stock option under the stock incentive plan will not be a taxable event for the grantee or the company. A grantee will not recognize taxable income upon exercise of an incentive stock option, except that the alternative minimum tax may apply, and any gain realized upon a disposition of shares of common stock received pursuant to the exercise of an incentive stock option will be taxed as long-term capital gain if the grantee holds the shares for at least two years after the date of grant and for one year after the date of exercise, or the applicable capital gains holding period requirement. We will not be entitled to any tax deduction with respect to the exercise of an incentive stock option, except as discussed below.

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For the exercise of a stock option to qualify for the foregoing tax treatment, the grantee generally must be an employee of the company from the date the stock option is granted through a date within three months before the date of exercise of the stock option.

If all of the foregoing requirements are met, except the applicable capital gains holding period requirement discussed above, the grantee will recognize ordinary income upon the disposition of the shares in an amount generally equal to the excess of the fair market value of the shares at the time the stock option was exercised over the stock option exercise price, but not in excess of the gain realized on the sale. The balance of the realized gain, if any, will be short-term or long-term capital gain. We will be allowed a tax deduction to the extent the grantee recognizes ordinary income, subject to our compliance with Section 162(m) and to certain tax reporting requirements.

•  Nonqualified Stock Options.  The grant of a nonqualified stock option under the stock incentive plan will not be a taxable event for the grantee or the company. Upon exercising a nonqualified stock option, a grantee will recognize ordinary income in an amount equal to the difference between the exercise price and the fair market value of the shares on the date of exercise. Upon a subsequent sale or exchange of shares acquired pursuant to the exercise of a non-qualified stock option, the grantee will have taxable capital gain or loss, measured by the difference between the amount realized on the disposition and the tax basis of the shares, generally, the amount paid for the shares plus the amount treated as ordinary income at the time the stock option was exercised. If we comply with applicable reporting requirements and with the restrictions of Section 162(m), we will be entitled to a tax deduction in the same amount and generally at the same time as the grantee recognizes ordinary income.

•  Stock Appreciation Rights.  There are no immediate tax consequences of receiving an award of stock appreciation rights under the stock incentive plan. Upon exercising a stock appreciation right, a grantee will recognize ordinary income in an amount equal to the difference between the exercise price and the fair market value of the shares on the date of exercise. If we comply with applicable reporting requirements and with the restrictions of Section 162(m), we will be entitled to a tax deduction in the same amount and generally at the same time as the grantee recognizes ordinary income.

•  Restricted Stock.  A grantee who is awarded restricted stock under the stock incentive plan will not recognize any taxable income for federal income tax purposes in the year of the award, provided that the shares are nontransferable and subject to a substantial risk of forfeiture. However, the grantee may elect under Section 83(b) of the Internal Revenue Code to recognize ordinary income in the year of the award in an amount equal to the fair market value of the shares on the date of the award, less the purchase price, if any, determined without regard to the restrictions. If the grantee does not make such a Section 83(b) election, the fair market value of the shares on the date the restrictions lapse, less the purchase price, if any, will be treated as ordinary income to the grantee and will be taxable in the year the restrictions lapse. We will be entitled to a tax deduction in the same amount and generally at the same time as the grantee recognizes ordinary income.

•  Restricted Stock Units.  A grantee who is awarded a restricted stock unit under the stock incentive plan will not recognize any taxable income for federal income tax purposes and the company will not be entitled to a tax deduction, in each case at that time. When the restricted stock unit award vests and shares are transferred to the grantee, the grantee will recognize ordinary income in an amount equal to the fair market value of the transferred shares at such time less any cash consideration which the grantee paid for the shares, and the company will be entitled to a corresponding deduction. Any gain or loss realized upon the grantee’s sale or exchange of the shares will be treated as long-term or short-term capital gain or loss. The grantee’s basis for the shares will be the amount recognized as taxable compensation plus any cash consideration which the grantee paid for the shares. The grantee’s holding period for the shares will begin on the day after the date the shares are transferred to the grantee.

•  Performance Awards.  The grant of a performance award under the stock incentive plan will not be a taxable event for the company. The payment of the award is taxable to a grantee as ordinary income. If we comply with applicable reporting requirements and with the restrictions of Section 162(m), we will be entitled to a tax deduction in the same amount and generally at the same time as the grantee recognizes ordinary income.

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Cash Incentive Plan

The Board of Directors approved and adopted the Dr Pepper Snapple Group, Inc. Annual Cash Incentive Plan, which allows us to reward employees by enabling them to receive performance-based cash compensation. The following is a summary of the expected terms of the cash incentive plan.

Eligibility.  Awards may be made under the cash incentive plan to any employee of the company or its subsidiaries, in the discretion of our compensation committee. Because participation and the types of awards under the cash incentive plan are subject to the discretion of our compensation committee, the number of participants in the plan and the benefits or amounts that will be received by any participant, or groups of participants, if the plan is approved, are not currently determinable.

Administration.  Our compensation committee will administer the cash incentive plan. Subject to the terms of the cash incentive plan, the administrator of the plan may select participants to receive awards, determine the terms and conditions of awards, interpret provisions of the plan and make factual and legal determinations regarding the plan and any award agreements.

Awards.  The terms of the cash awards will be embodied in an award agreement. All or part of an award may be subject to such terms and conditions established by our compensation committee, including, but not limited to, continuous service with the company and its subsidiaries and the attainment of performance goals. For purposes of Section 162(m), performance goals for the performance-based awards will be designated by our compensation committee and will be based upon one or more of the performance goals set forth under “— Omnibus Stock Incentive Plan of 2008 — Types of Awards — Performance Awards.”

For individuals participating in the cash incentive plan for 2008, the weighting of the performance goals for the first half of 2008 were based 60% on our underlying operating profit and 40% on our net sales in 2008. Upon review, our compensation committee determined that the performance goals for the second half of 2008 should be based 60% on net income and 40% on gross profit. The maximum annual award that may be made to any participant under the cash incentive plan may not exceed $5,000,000.

Award Payments.  Awards will be paid in cash. At the discretion of our compensation committee, the payment of awards may also be deferred, subject to compliance with Section 409A of the Internal Revenue Code.

Adjustments.  If, during a performance period, any merger, consolidation, acquisition, separation, reorganization, liquidation or any other event occurs which has the effect of distorting the applicable performance measures, the performance goals may be adjusted or modified to the extent permitted by Section 162(m) in order to prevent enlargement or dilution of the benefits or potential benefits intended to be made available under the cash incentive plan.

Section 162(m) of the Internal Revenue Code.  The incentive plan is designed to permit our compensation committee to grant awards that qualify as performance-based for purposes of satisfying the conditions of

Section 162(m).

Assignability.  No award under the cash incentive plan is assignable or otherwise transferable, unless otherwise determined by our compensation committee.

Amendment, Modification and Termination.  The cash incentive plan will terminate automatically ten years after its effective date, which was May 7, 2008. Our board or our compensation committee may amend, modify, suspend or terminate the cash incentive plan, to the extent that no such action will materially adversely affect the rights of a participant entitled to an award under the incentive plan without such participant’s consent, and no such action will be taken without shareholder approval, to the extent shareholder approval is legally required.

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DESCRIPTION OF OTHER INDEBTEDNESS

Senior Credit Facility

On March 10, 2008, we entered into a senior credit agreement with J.P. Morgan Securities Inc. and Banc of America Securities LLC, as joint lead arrangers, J.P. Morgan Securities Inc., Banc of America Securities LLC, Goldman Sachs Credit Partners L.P., Morgan Stanley Senior Funding, Inc. and UBS Securities LLC, as joint bookrunners, Bank of America, N.A., as syndication agent, JPMorgan Chase Bank, N.A., as administrative agent, Goldman Sachs Credit Partners L.P., Morgan Stanley Senior Funding, Inc. and UBS Securities LLC, as documentation agents and the lenders parties thereto. The senior credit agreement was amended and restated on April 11, 2008.

Our senior credit agreement provides senior unsecured financing of up to $2.7 billion, consisting of:

•  a senior unsecured term loan A facility in an aggregate principal amount of $2.2 billion with a term of five years; and

•  a revolving credit facility in an aggregate principal amount of $500 million with a term of five years. Up to $75 million of the revolving credit facility is available for the issuance of letters of credit, of which $39 million was utilized as of September 30, 2008.

As of September 30, 2008, $1.9 billion of borrowings were outstanding under our term loan A facility.

Interest Rates and Fees

Borrowings under the senior credit facility bear interest at a floating rate per annum based upon the London interbank offered rate for dollars (“LIBOR”) or the alternate base rate (“ABR”), in each case plus an applicable margin which varies based upon our debt ratings, from 1.00% to 2.50%, in the case of LIBOR loans and 0.00% to 1.50% in the case of ABR loans. The alternate base rate means the greater of (a) JPMorgan Chase Bank’s prime rate and (b) the federal funds effective rate plus one half of 1%. Based on our debt ratings, the applicable margin for LIBOR loans is 2.00% and for ABR loans is 1.00%.

Interest is payable on the last day of the interest period, but not less than quarterly, in the case of any LIBOR loan and on the last day of March, June, September and December of each year in the case of any ABR loan.

An unused commitment fee is payable quarterly to the lenders on the unused portion of the commitments in respect of the revolving credit facility equal to .15% to .50% per annum, depending upon our debt ratings.

Prepayments

We may voluntarily prepay outstanding loans under the senior credit facility at any time, in whole or in part, plus accrued and unpaid interest and certain breakage costs, subject to prior notice. Through September 30, 2008, we made combined mandatory and optional repayments toward the principal totaling $295 million. These amounts may not be reborrowed.

Maturity and Amortization

We are required to pay annual amortization (payable in equal quarterly installments) on the aggregate principal amount of the term loan A facility equal to: (i) 10% per year for installments due in the first and second years following the initial date of funding, (ii) 15% per year for installments due in the third and fourth years following the initial date of funding, and (iii) 50% for installments due in the fifth year following the initial date of funding.

Principal amounts outstanding under the revolving credit facility are due and payable in full at maturity.

Guarantees

All obligations under the senior credit facility will be guaranteed by each of our existing and future direct and indirect domestic material subsidiaries, subject to certain exceptions.

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Certain Covenants and Events of Default

The senior credit facility contains customary negative covenants that, among other things, restrict our ability to:

•  incur debt at subsidiaries that are not guarantors;

•  incur liens;

•  merge or sell, transfer, lease or otherwise dispose of all or substantially all assets;

•  make investments, loans, advances, guarantees and acquisitions;

•  enter into transactions with affiliates; and

•  enter into agreements restricting our ability to incur liens or the ability of subsidiaries to make distributions.

These covenants are subject to certain exceptions described in the senior credit agreement.

In addition, the senior credit facility requires us to comply with the following financial covenants:

•  a maximum total leverage ratio covenant; and

•  a minimum interest coverage ratio covenant.

The senior credit facility also contains certain usual and customary representations and warranties, affirmative covenants and events of default.

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THE EXCHANGE OFFER

Purpose and Effect of Exchange Offer; Registration Rights

We sold the unregistered notes to Banc of America Securities LLC, Goldman, Sachs & Co., J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated, UBS Securities LLC, BNP Paribas Securities Corp., Mitsubishi UFJ Securities International plc, Scotia Capital (USA) Inc., SunTrust Robinson Humphrey, Inc., Wachovia Capital Markets, LLC and TD Securities (USA) LLC, as the initial purchasers, pursuant to a purchase agreement dated April 25, 2008. The initial purchasers resold the unregistered notes in reliance on Rule 144A under the Securities Act. In connection with the sale of the unregistered notes, we entered into a registration rights agreement with the initial purchasers. Under the registration rights agreement, we agreed to:

•  to the extent not prohibited by any applicable law or applicable interpretations of the staff of the SEC, file with the SEC a registration statement relating to the exchange offer under the Securities Act on or prior to 360 days after the date that the unregistered notes were issued;

•  commence the exchange offer promptly upon the effectiveness of the exchange offer registration statement and to keep the exchange offer open for not less than 20 business days after the date a notice of the exchange offer has been mailed to the holders of the unregistered notes; and

•  use our commercially reasonable efforts to cause the exchange offer to be consummated on or prior to 390 days after the date that the unregistered notes were issued, or longer if required by the federal securities laws.

If you participate in the exchange offer, you will, with limited exceptions, receive exchange notes that are freely tradable and not subject to restrictions on transfer. You should read the information in this prospectus under the heading “— Resale of Exchange Notes” for more information relating to your ability to transfer exchange notes.

The exchange offer is not being made to, nor will we accept tenders for exchange from, holders of unregistered notes in any jurisdiction in which the exchange offer or the acceptance of the exchange offer would not be in compliance with the securities laws or blue sky laws of such jurisdiction.

If you are eligible to participate in this exchange offer and you do not tender your unregistered notes as described in this prospectus, you will not have any further registration rights. In that case, your unregistered notes may continue to be subject to restrictions on transfer under the Securities Act.

Shelf Registration

In the registration rights agreement, we agreed to file a shelf registration statement in certain circumstances, including if:

•  we determine upon advice of counsel that we are not permitted to consummate the exchange offer because the exchange offer is not permitted by applicable law or SEC policy;

•  the exchange offer is not consummated for any reason by May 25, 2009; or

•  prior to the 20^th business day following consummation of the exchange offer:

•  any initial purchaser so requests with respect to unregistered notes that are not eligible to be exchanged for exchange notes in the exchange offer;

•  any holder (other than an initial purchaser) is not eligible to participate in the exchange offer; or

•  in the case of any initial purchaser that participates in the exchange offer or acquires exchange notes, such initial purchaser does not receive freely tradable exchange notes in exchange for unregistered notes constituting any portion of an unsold allotment.

If a shelf registration statement is required, we will use our commercially reasonable best efforts to:

•  file the shelf registration statement with the SEC on or prior to 90 days after such filing obligation arises;

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•  cause the shelf registration statement to be declared effective by the SEC on or prior to 90 days after the filing of such shelf registration statement; and

•  keep the shelf registration statement effective until the earliest of (1) such time as all of the applicable unregistered notes have been sold under the shelf registration statement, (2) the date that is two years after the later of the date that the unregistered notes were issued or the date of issuance of any notes of the same series as any of the unregistered notes, provided that we will be required to continue to keep effective the shelf registration statement for any unregistered note that is not eligible to be sold by the holder thereof on such date under Rule 144 (or any similar provision then in force, but not Rule 144A) under the Securities Act without being subject to any restrictions under such rule until such time as it so eligible to be sold or (3) such notes cease to be outstanding.

The shelf registration statement will permit only certain holders to resell their unregistered notes from time to time. In particular, we may require, as a condition to including a holder’s unregistered notes in the shelf registration statement, such holder to furnish to us information regarding itself and the proposed disposition by it of its notes as we may from time to time reasonably request in writing.

If we are required to file a shelf registration statement, we will provide to each holder of unregistered notes that are covered by the shelf registration statement copies of the prospectus that is a part of the shelf registration statement and notify each such holder when the shelf registration statement becomes effective. A holder who sells unregistered notes pursuant to the shelf registration statement will be required to be named as a selling securityholder in the prospectus and to deliver a copy of the prospectus to purchasers. Such holder will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales, and will be bound by the provisions of the registration rights agreement which are applicable to such a holder (including the applicable indemnification obligations).

Additional Interest

If a registration default (as defined below) occurs, we will be required to pay additional interest to each holder of unregistered notes. During the first 90-day period immediately after the first registration default occurs, we will pay additional interest equal to 0.25% per annum, which will increase by an additional 0.25% per annum during each subsequent 90-day period until all registration defaults are cured, up to a maximum of 1.00% per annum. Such additional interest will accrue only for those days that a registration default occurs and is continuing. Following the cure of all registration defaults, no more additional interest will accrue and the interest rate will revert to the rate otherwise payable under the terms of the notes.

A “registration default” includes any of the following:

•  we fail to file any registration statement on or before the date specified for such filing pursuant to the registration rights agreement;

•  any shelf registration statement required to be filed is not declared effective by the SEC on or prior to the date specified for such effectiveness; or

•  we fail to consummate the exchange offer by May 25, 2009.

The exchange offer is intended to satisfy our exchange offer obligations under the registration rights agreement. The exchange notes will not have rights to additional interest as set forth above, upon the consummation of the exchange offer. The above summary of the registration rights agreement is not complete and is subject to, and qualified by reference to, all the provisions of the registration rights agreement. A copy of the registration rights agreement is an exhibit to the registration statement that includes this prospectus.

Terms of the Exchange Offer

Upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, we are offering to exchange $1,000 principal amount of exchange notes for each $1,000 principal amount of unregistered notes. You may tender some or all of your unregistered notes only in minimum

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denominations of $2,000 and larger integral multiples of $1,000. As of the date of this prospectus, $1,700,000,000 aggregate principal amount of the unregistered notes are outstanding.

The terms of the exchange notes to be issued are substantially similar to the unregistered notes, except that the offering of the exchange notes will have been registered under the Securities Act and, therefore, the certificates for the exchange notes will not bear legends restricting their transfer. In addition, the exchange notes will not have registration rights and will not have rights to additional interest. The exchange notes will not be subject to the special mandatory redemption feature of the unregistered notes, because we consummated our separation from Cadbury on May 7, 2008. The exchange notes will be issued under and be entitled to the benefits of the indenture pursuant to which the unregistered notes were issued.

In connection with the issuance of the unregistered notes, we arranged for the unregistered notes to be issued and transferable in book-entry form through the facilities of DTC. The exchange notes will also be issuable and transferable in book-entry form through DTC.

There will be no fixed record date for determining the eligible holders of the unregistered notes that are entitled to participate in the exchange offer. We will be deemed to have accepted for exchange validly tendered unregistered notes when and if we have given oral (promptly confirmed in writing) or written notice of acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders of unregistered notes for the purpose of receiving exchange notes from us and delivering them to such holders.

If any tendered unregistered notes are not accepted for exchange because of an invalid tender or the occurrence of certain other events described herein, certificates for any such unaccepted unregistered notes will be returned, without expenses, to the tendering holder thereof as promptly as practicable after the expiration of the exchange offer.

Holders of unregistered notes who tender in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of unregistered notes for exchange notes pursuant to the exchange offer. We will pay all charges and expenses, other than certain applicable taxes, in connection with the exchange offer. It is important that you read the section “Fees and Expenses” below for more details regarding fees and expenses incurred in the exchange offer.

Any unregistered notes which holders do not tender or which we do not accept in the exchange offer will remain outstanding and continue to accrue interest and may be subject to restrictions on transfer under the Securities Act. We will not have any obligation to register the offer or sale of such unregistered notes under the Securities Act. Holders wishing to transfer unregistered notes would have to rely on exemptions from the registration requirements of the Securities Act.

Conditions of the Exchange Offer

You must tender your unregistered notes in accordance with the requirements of this prospectus and the letter of transmittal in order to participate in the exchange offer. Notwithstanding any other provision of the exchange offer, or any extension of the exchange offer, we will not be required to accept for exchange any unregistered notes, and may amend or terminate the exchange offer if:

•  the exchange offer, or the making of any exchange by a holder of unregistered notes, violates applicable law or any applicable interpretation of the staff of the SEC;

•  any action or proceeding shall have been instituted or threatened with respect to the exchange offer which, in our reasonable judgment, would impair our ability to proceed with the exchange offer; and

•  any law, rule or regulation or applicable interpretations of the staff of the SEC have been issued or promulgated, which, in our good faith determination, does not permit us to effect the exchange offer.

Expiration Date; Extensions; Amendment; Termination

The exchange offer will expire 5:00 p.m., New York City time, on          , 2008, unless we, in our sole discretion, extend it. In the case of any extension, we will notify the exchange agent orally (promptly confirmed in

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writing) or in writing of any extension. We will also notify the registered holders of unregistered notes of the extension no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration of the exchange offer.

To the extent we are legally permitted to do so, we expressly reserve the right, in our sole discretion, to:

•  delay accepting any unregistered senior note;

•  waive any condition of the exchange offer; and

•  amend the terms of the exchange offer in any manner.

We will give oral or written notice of any non-acceptance or amendment to the registered holders of the unregistered notes as promptly as practicable. If we consider an amendment to the exchange offer to be material, we will promptly inform the registered holders of unregistered notes of such amendment in a reasonable manner.

If we determine, in our sole discretion, that any of the events or conditions described in “— Conditions of the Exchange Offer” has occurred, we may terminate the exchange offer. We may:

•  refuse to accept any unregistered notes and return to the holders any unregistered notes that have been tendered;

•  extend the exchange offer and retain all unregistered notes tendered prior to the expiration of the exchange offer, subject to the rights of the holders to withdraw their tendered unregistered notes; or

•  waive the condition with respect to the exchange offer and accept all properly tendered unregistered notes that have not been withdrawn.

If any such waiver constitutes a material change in the exchange offer, we will disclose the change by means of a supplement to this prospectus that will be distributed to each registered holder of unregistered notes, and we will extend the exchange offer for a period of five to ten business days, depending upon the significance of the waiver and the manner of disclosure to the registered holders of the unregistered notes, if the exchange offer would otherwise expire during that period.

Any determination by us concerning the events described above will be final and binding upon the parties. Without limiting the manner by which we may choose to make public announcements of any extension, delay in acceptance, amendment or termination of the exchange offer, we will have no obligation to publish, advertise, or otherwise communicate any public announcement, other than by making a timely release to a financial news service.

Interest on the Exchange Notes

The unregistered notes accrue interest from and including April 30, 2008. The first interest payment on the unregistered notes was made on November 1, 2008. The exchange notes will accrue interest from and including November 1, 2008. Interest will be paid on the exchange notes semiannually on May 1 and November 1 of each year, commencing on May 1, 2009. Holders of unregistered notes that are accepted for exchange will be deemed to have waived the right to receive any payment in respect of interest accrued from the date of the last interest payment date that was made in respect of the unregistered notes until the date of the issuance of the exchange notes. Consequently, holders of exchange notes will receive the same interest payments that they would have received had they not accepted the exchange offer.

Resale of Exchange Notes

Based upon existing interpretations of the staff of the SEC set forth in several no-action letters issued to third parties unrelated to us, we believe that the exchange notes issued pursuant to the exchange offer for the unregistered notes may be offered for resale, resold and otherwise transferred by you without complying with the registration and prospectus delivery provisions of the Securities Act, provided that:

•  any exchange notes to be received by you will be acquired in the ordinary course of your business;

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•  you are not engaged in, do not intend to engage in and have no arrangement or understanding with any person to engage in, the distribution of the unregistered notes or exchange notes;

•  you are not an “affiliate” (as defined in Rule 405 under the Securities Act) of ours or, if you are such an affiliate, you will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;

•  if you are a broker-dealer, you have not entered into any arrangement or understanding with us or any of our “affiliates” to distribute the exchange notes; and

•  you are not acting on behalf of any person or entity that could not truthfully make these representations.

If you wish to participate in the exchange offer, you will be required to make these representations to us in the letter of transmittal. If our belief is inaccurate and you transfer any exchange note without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from registration under the Securities Act, you may incur liability under the Securities Act. We do not assume or indemnify you against such liability.

In addition, if you are a broker-dealer and you will receive exchange notes for your own account in exchange for unregistered notes that were acquired as a result of market-making activities or other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale of the exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, you will not be deemed to admit that you are an “underwriter” within the meaning of the Securities Act. The prospectus, as it may be amended or supplemented from time to time, may be used by any broker-dealers in connection with resales of exchange notes received in exchange for unregistered notes. We have agreed to use commercially reasonable efforts to have the registration statement, of which this prospectus forms a part, remain effective until 180 days after          , 2008 for use by the participating broker-dealers. We have also agreed to amend or supplement this prospectus during this 180-day period, if requested by one or more participating broker-dealers, in order to expedite or facilitate such resales.

Upon consummation of the exchange offer, the exchange notes will have different CUSIP and ISIN numbers from the unregistered notes.

Procedures for Tendering

The term “holder” with respect to the exchange offer means any person in whose name unregistered notes are registered on our agent’s books or any other person who has obtained a properly completed bond power from the registered holder, or any person whose unregistered notes are held of record by DTC who desires to deliver such unregistered notes by book-entry transfer at DTC.

Except in limited circumstances, only a DTC participant listed on a DTC notes position listing with respect to the unregistered notes may tender its unregistered notes in the exchange offer. To tender unregistered notes in the exchange offer:

•  holders of unregistered notes that are DTC participants may follow the procedures for book-entry transfer as provided for below under “— Book-Entry Transfer” and in the letter of transmittal.

In addition:

•  the exchange agent must receive any corresponding certificate or certificates representing unregistered notes along with the letter of transmittal;

•  the exchange agent must receive, before expiration of the exchange offer, a timely confirmation of book-entry transfer of unregistered notes into the exchange agent’s account at DTC according to standard operating procedures for electronic tenders described below and a properly transmitted agent’s message described below; or

•  the holder must comply with the guaranteed delivery procedures described below.

The tender by a holder of unregistered notes will constitute an agreement between such holder and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal. If

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less than all the unregistered notes held by a holder of unregistered notes are tendered, a tendering holder should fill in the amount of unregistered notes being tendered in the specified box on the letter of transmittal. The entire amount of unregistered notes delivered to the exchange agent will be deemed to have been tendered unless otherwise indicated.

The method of delivery of unregistered notes, the letter of transmittal and all other required documents or transmission of an agent’s message, as described under “— Book Entry Transfer,” to the exchange agent is at the election and risk of the holder. Instead of delivery by mail, we recommend that holders use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery prior to the expiration of the exchange offer. No letter of transmittal or unregistered notes should be sent to us but must instead be delivered to the exchange agent. Delivery of documents to DTC in accordance with their procedures will not constitute delivery to the exchange agent.

If you are a beneficial owner of unregistered notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your unregistered notes, you should contact the registered holder promptly and instruct the registered holder to tender on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your unregistered notes, either:

•  make appropriate arrangements to register ownership of the unregistered notes in your name; or

•  obtain a properly completed bond power from the registered holder.

The transfer of record ownership may take considerable time and might not be completed prior to the expiration date.

Signatures on a letter of transmittal or a notice of withdrawal as described in “— Withdrawal of Tenders” below, as the case may be, must be guaranteed by a member firm of a registered national securities exchange or the Financial Industry Regulatory Authority, Inc., a commercial bank or trust company having an office or correspondent in the United States or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Exchange Act, unless the unregistered notes tendered pursuant thereto are tendered:

•  by a registered holder who has not completed the box entitled “Special Registration Instructions” or “Special Delivery Instructions” in the letter of transmittal; or

•  for the account of an eligible institution.

If the letter of transmittal is signed by a person other than the registered holder of any unregistered notes listed therein, the unregistered notes must be endorsed or accompanied by appropriate bond powers which authorize the person to tender the unregistered notes on behalf of the registered holder, in either case signed as the name of the registered holder or holders appears on the unregistered notes. If the letter of transmittal or any unregistered notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by us, evidence satisfactory to us of their authority to so act must be submitted with the letter of transmittal.

We will determine in our sole discretion all the questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of the tendered unregistered notes. Our determinations will be final and binding. We reserve the absolute right to reject any and all unregistered notes not validly tendered or any unregistered notes the acceptance of which would, in the opinion of our counsel, be unlawful. We reserve the absolute right to waive any irregularities or conditions of tender as to particular unregistered notes. Our interpretation of the terms and conditions of the exchange offer (including the instructions in the letter of transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of unregistered notes must be cured within such time as we will determine. Neither we, the exchange agent nor any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of unregistered notes nor shall any of them incur any liability for failure to give such notification. Tenders of unregistered notes will not be deemed to have been made until such irregularities have been cured or waived. Any unregistered notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned without cost by the exchange agent to the tendering

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holder of such unregistered notes, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date of the exchange offer.

In addition, we reserve the right in our sole discretion to (1) purchase or make offers for any unregistered notes that remain outstanding subsequent to the expiration date, and (2) to the extent permitted by applicable law, purchase unregistered notes in the open market, in privately negotiated transactions or otherwise. The terms of any such purchases or offers may differ from the terms of the exchange offer.

Book-Entry Transfer

We understand that the exchange agent will make a request promptly after the date of this document to establish an account with respect to the unregistered notes at DTC for the purpose of facilitating the exchange offer. Any financial institution that is a participant in DTC’s system may make book-entry delivery of unregistered notes by causing DTC to transfer such unregistered notes into the exchange agent’s DTC account in accordance with DTC’s Automated Tender Offer Program procedures for such transfer. The exchange for tendered unregistered notes will only be made after a timely confirmation of a book-entry transfer of the unregistered notes into the exchange agent’s account at DTC, and timely receipt by the exchange agent of an agent’s message.

The term “agent’s message” means a message, transmitted by DTC and received by the exchange agent and forming part of the confirmation of a book-entry transfer, which states that DTC has received an express acknowledgment from a participant tendering unregistered notes and that such participant has received an appropriate letter of transmittal and agrees to be bound by the terms of the letter of transmittal, and we may enforce such agreement against the participant. Delivery of an agent’s message will also constitute an acknowledgment from the tendering DTC participant that the representations contained in the appropriate letter of transmittal and described above are true and correct.

Guaranteed Delivery Procedures

Holders who wish to tender their unregistered notes and (1) whose unregistered notes are not immediately available, or (2) who cannot deliver their unregistered notes, the letter of transmittal, or any other required documents to the exchange agent prior to the expiration date, or if such holder cannot complete DTC’s standard operating procedures for electronic tenders before expiration of the exchange offer, may tender their unregistered notes if:

•  the tender is made through an eligible institution;

•  before expiration of the exchange offer, the exchange agent receives from the eligible institution either a properly completed and duly executed notice of guaranteed delivery in the form accompanying this prospectus, by facsimile transmission, mail or hand delivery, or a properly transmitted agent’s message in lieu of notice of guaranteed delivery:

•  setting forth the name and address of the holder and the certificate number or numbers of the unregistered notes tendered and the principal amount of unregistered notes tendered;

•  stating that the tender offer is being made by guaranteed delivery; and

•  guaranteeing that, within three (3) business days after expiration of the exchange offer, the letter of transmittal, or facsimile of the letter of transmittal, together with the unregistered notes tendered and any other documents required by the letter of transmittal or, alternatively, a book-entry confirmation will be deposited by the eligible institution with the exchange agent; and

•  the exchange agent receives the properly completed and executed letter of transmittal, or facsimile of the letter of transmittal, as well as all tendered unregistered notes in proper form for transfer and all other documents required by the letter of transmittal or, alternatively, a book-entry confirmation, within three (3) business days after expiration of the exchange offer.

Upon request to the exchange agent, a notice of guaranteed delivery will be sent to holders who wish to tender their unregistered notes according to the guaranteed delivery procedures set forth above.

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Withdrawal of Tenders

Except as otherwise provided herein, tenders of unregistered notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on          , 2008, the expiration date of the exchange offer.

For a withdrawal to be effective:

•  the exchange agent must receive a written notice of withdrawal, which may be by facsimile transmission or letter, at the address set forth below under “Exchange Agent”; or

•  for DTC participants, holders must comply with their respective standard operating procedures for electronic tenders and the exchange agent must receive an electronic notice of withdrawal from DTC.

Any notice of withdrawal must:

•  specify the name of the person who tendered the unregistered notes to be withdrawn;

•  identify the unregistered notes to be withdrawn, including the certificate number or numbers and principal amount to be withdrawn;

•  be signed by the person who tendered the unregistered notes in the same manner as the original signature on the letter of transmittal, including any required signature guarantees; and

•  specify the name in which the unregistered notes are to be re-registered, if different from that of the withdrawing holder.

If unregistered notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn unregistered notes and otherwise comply with the procedures of the facility. We will determine all questions as to the validity, form and eligibility (including time of receipt) for such withdrawal notices, and our determination shall be final and binding on all parties. Any unregistered notes so withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer, and no exchange notes will be issued with respect thereto unless the unregistered notes so withdrawn are validly re-tendered. Properly withdrawn unregistered notes may be re-tendered by following the procedures described above under “Procedures for Tendering” at any time prior to the expiration date.

Consequences of Failure to Exchange

If you do not tender your unregistered notes to be exchanged in this exchange offer, they will remain “restricted securities” within the meaning of Rule 144(a)(3) of the Securities Act.

Accordingly, they:

•  may be resold only if (1) registered pursuant to the Securities Act, (2) an exemption from registration is available or (3) neither registration nor an exemption is required by law; and

•  shall continue to bear a legend restricting transfer in the absence of registration or an exemption therefrom.

As a result of the restrictions on transfer of the unregistered notes, as well as the availability of the exchange notes, the unregistered notes are likely to be much less liquid than before the exchange offer.

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Exchange Agent

Wells Fargo Bank, N.A. has been appointed as the exchange agent for the exchange of the unregistered notes. Questions and requests for assistance relating to the exchange of the unregistered notes should be directed to the exchange agent addressed as follows:

By Hand, by Mail or by Overnight Carrier:

Wells Fargo Bank, N.A.

Corporate Trust Services

45 Broadway — 14th Floor

New York, New York 10006

By Facsimile (for Eligible Institutions Only):

(212) 515-1589

For Information or Confirmation by Telephone:

(212) 515-5260

Fees and Expenses

We will bear the expenses of soliciting tenders pursuant to the exchange offer. The principal solicitation for tenders pursuant to the exchange offer is being made by mail. Additional solicitations may be made by our officers and regular employees and our affiliates in person or by telephone.

We will not make any payments to brokers, dealers or other persons soliciting acceptances of the exchange offer. We, however, will pay the exchange agent reasonable and customary fees for its services and will reimburse the exchange agent for its related reasonable out-of-pocket expenses and accounting and legal fees. We may also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this prospectus, letters of transmittal and related documents to the beneficial owners of the unregistered notes and in handling or forwarding tenders for exchange.

We will pay all transfer taxes, if any, applicable to the exchange of unregistered notes pursuant to the exchange offer. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if:

•  certificates representing exchange notes or unregistered notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the notes tendered;

•  tendered notes are registered in the name of any person other than the person signing the letter of transmittal; or

•  a transfer tax is imposed for any reason other than the exchange of unregistered notes under the exchange offer.

If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.

Accounting Treatment

We will record the exchange notes in our accounting records at the same carrying value as the unregistered notes, which is the aggregate principal amount as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss for accounting purposes upon the consummation of the exchange offer. The exchange offer costs will be amortized as part of deferred financing costs over the life of the notes.

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DESCRIPTION OF THE EXCHANGE NOTES

General

The exchange notes will be issued under an indenture, dated as of April 30, 2008, as supplemented by a supplemental indenture, dated as of May 7, 2008, among the Company, as issuer, the Subsidiary Guarantors, as guarantors, and Wells Fargo Bank N.A., as trustee (collectively, the “indenture”).

The summary herein of certain provisions of the indenture does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the indenture (filed as an exhibit to the registration statement that includes this prospectus), including definitions therein of certain terms. Certain terms used in this summary are defined under the subheading “Certain Definitions.” In this description, (i) the term “Company” refers to Dr Pepper Snapple Group, Inc., (ii) the terms “we,” “our,” and “us” refer to the Company and any of its successors and their respective subsidiaries and (iii) the term “notes” refer to the exchange notes.

Without the consent of the holders of the notes, at any time and from time to time the Company will have the ability under the indenture to issue further notes having identical terms and conditions as the notes of any series offered hereby (subject to certain exceptions), and may issue additional notes in one or more additional series under the indenture. See “— Further Issuances” below. The Company will issue notes only in fully registered form without coupons, in minimum denominations of $2,000 and larger integral multiples of $1,000.

Brief Description of the Exchange Notes

The notes:

•  are unsecured unsubordinated obligations of the Company; and

•  will be guaranteed on an unsecured unsubordinated basis by any Subsidiary of the Company that guarantees the obligations of the Company under any other Indebtedness on and after the Issue Date.

The 6.12% exchange senior notes due 2013, 6.82% exchange senior notes due 2018 and 7.45% exchange senior notes due 2038 will each be issued as separate series of notes under the indenture.

Maturity, Interest and Principal

The exchange notes due 2013 will mature on May 1, 2013, the exchange notes due 2018 will mature on May 1, 2018, and the exchange notes due 2038 will mature on May 1, 2038. Interest on the exchange notes due 2013 will initially accrue at a rate of 6.12% per annum, interest on the exchange notes due 2018 will initially accrue at a rate of 6.82% per annum and interest on the exchange notes due 2038 will initially accrue at a rate of 7.45% per annum. In each case interest will be payable semi-annually in arrears on May 1 and November 1 of each year and on the maturity date (each, an “interest payment date”), commencing May 1, 2009, to the persons in whose names the notes are registered at the close of business on April 15 and October 15, as the case may be (in each case, whether or not a business day) immediately preceding the related interest payment date; provided, however, that interest payable on the maturity date shall be payable to the person to whom the principal of such notes shall be payable.

Interest on the notes will be computed on the basis of a 360-day year composed of twelve 30-day months.

Interest payable on any interest payment date or the maturity date shall be the amount of interest accrued from, and including, the next preceding interest payment date in respect of which interest has been paid or duly provided for (or from and including the Issue Date, if no interest has been paid or duly provided for with respect to the exchange notes) to, but excluding, such interest payment date or maturity date, as the case may be. If any interest payment date or the maturity date falls on a day that is not a business day, the interest payment and, if the maturity date, the payment of principal will be made on the next succeeding day that is a business day as if it were made on the date such payment was due, and no interest on such payment shall accrue for the period from and after the scheduled interest payment date or maturity date to the next succeeding business day.

By “business day” we mean a weekday which is not a day when banking institutions in the place of payment are authorized or required by law or regulation to be closed.

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Principal of, premium, if any, and interest on notes will be payable at the office or agency of the Company maintained for such purpose or, at the option of the Company, may be made by check mailed to the holders of the notes at their respective addresses set forth in the register of holders; provided that all payments of principal, premium, if any, and interest with respect to the notes represented by one or more global notes registered in the name of The Depository Trust Company (“DTC”) or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the holder or holders thereof. Until otherwise designated by the Company, the Company’s office or agency will be the office of the trustee maintained for such purpose.

Interest Rate Adjustment

The interest rate payable on the notes will be subject to adjustments from time to time if either of Moody’s or S&P (or, in either case, any Substitute Rating Agency thereof), downgrades (or subsequently upgrades) the debt rating assigned to the notes, in the manner described below.

If the rating of the notes from Moody’s or any Substitute Rating Agency thereof is decreased to a rating set forth in the immediately following table, the interest rate on the notes will increase from the interest rate payable on the notes on the Issue Date by the percentage set forth opposite that rating:

Moody’s Rating*	Percentage
Ba1		0.25	%
Ba2		0.50	%
Ba3		0.75	%
B1 or below		1.00	%

* Including the equivalent ratings of any Substitute Rating Agency.

If the rating of the notes from S&P or any Substitute Rating Agency thereof is decreased to a rating set forth in the immediately following table, the interest rate on the notes will increase from the interest rate payable on the notes on the Issue Date by the percentage set forth opposite that rating:

S&P Rating*	Percentage
BB+		0.25	%
BB		0.50	%
BB-		0.75	%
B+ or below		1.00	%

* Including the equivalent ratings of any Substitute Rating Agency.

If at any time the interest rate on the notes has been adjusted upward and either Moody’s or S&P (or, in either case, a Substitute Rating Agency thereof), as the case may be, subsequently increases its rating of the notes to any of the ratings set forth in the tables above, the interest rate on the notes will be decreased such that the interest rate for the notes equals the interest rate payable on the notes on the Issue Date plus the applicable percentages set forth opposite the ratings in the tables above in effect immediately following the increase. If Moody’s or any Substitute Rating Agency thereof subsequently increases its rating of the notes to Baa3 (or its equivalent, in the case of a Substitute Rating Agency) or higher and S&P or any Substitute Rating Agency thereof increases its rating to BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on the notes will be decreased to the interest rate payable on the notes on the Issue Date.

Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, any Substitute Rating Agency thereof), shall be made independent of any and all other adjustments. In no event shall (1) the interest rate for the notes be reduced to below the interest rate payable on the notes on the Issue Date or (2) the total increase in the interest rate on the notes exceed 2.00% above the interest rate payable on the notes on the Issue Date.

No adjustments in the interest rate of the notes shall be made solely as a result of a Rating Agency ceasing to provide a rating. If at any time less than two Rating Agencies provide a rating of the notes for reason beyond the

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Company’s control, we will use our commercially reasonable efforts to obtain a rating of the notes from a Substitute Rating Agency, to the extent one exists, and if a Substitute Rating Agency exists, for purposes of determining any increase or decrease in the interest rate on the notes pursuant to the table above (a) such Substitute Rating Agency will be substituted for the last Rating Agency to provide a rating of the notes but which has since ceased to provide such rating, (b) the relative ratings scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by us and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table and (c) the interest rate on the notes will increase or decrease, as the case may be, such that the interest rate equals the interest rate payable on the notes on their Issue Date plus the appropriate percentage, if any, set forth opposite the rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (b) above) (plus any applicable percentage resulting from a decreased rating by the other Rating Agency). For so long as only one Rating Agency provides a rating of the notes, any subsequent increase or decrease in the interest rate of the notes necessitated by a reduction or increase in the rating by the agency providing the rating shall be twice the percentage set forth in the applicable table above. For so long as no Rating Agency provides a rating of the notes, the interest rate on the notes will increase to, or remain at, as the case may be, 2.00% above the interest rate payable on the notes on the Issue Date.

In addition, the interest rates on the notes of each series will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the ratings by either or both Rating Agencies) if the notes of that series become rated A3 and A- (or its equivalent, in the case of a Substitute Rating Agency) or higher by Moody’s and S&P (or, in either case, any Substitute Rating Agency thereof) or one of these ratings if the notes are only rated by one Rating Agency.

Any interest rate increase or decrease described above will take effect from the first day of the interest period during which a rating change requires an adjustment in the interest rate. If Moody’s or S&P or any Substitute Rating Agency thereof changes its rating of the notes more than once during any particular interest period, the last change by such agency during such period will control for purposes of any interest rate increase or decrease described above relating to such agency’s action.

Guarantees

Each Subsidiary Guarantor will jointly and severally guarantee the Company’s obligations under the notes. The obligations of each Subsidiary Guarantor under its Subsidiary Guarantee will be limited as necessary to prevent that Subsidiary Guarantee from constituting a fraudulent conveyance under applicable law. See “Risk Factors — Risks Related to the Exchange Notes and the Exchange Offer — Federal and state laws regarding fraudulent conveyance allow courts, under specific circumstances, to void debts, including guarantees, and would require holders of the exchange notes to return payments received from us or the subsidiary guarantors.”

Each Subsidiary Guarantor that makes a payment under its Subsidiary Guarantee will be entitled upon payment in full of all guaranteed obligations under the indenture to contribution from each other Subsidiary Guarantor in an amount equal to such other Subsidiary Guarantor’s pro rata portion of such payment based on the respective net assets of all the Subsidiary Guarantors at the time of such payment.

If a Subsidiary Guarantee were rendered voidable, it could be subordinated by a court to all other indebtedness (including guarantees and other contingent liabilities) of the applicable Subsidiary Guarantor, and, depending on the amount of such indebtedness, a Subsidiary Guarantor’s liability on its Subsidiary Guarantee could be reduced to zero.

The Subsidiary Guarantee of a Subsidiary Guarantor will be automatically and unconditionally released and discharged, without the consent of the holders, and no further action by the Company, any Subsidiary Guarantor or the Trustee shall be required for such release (unless we shall notify the Trustee that no release and discharge shall occur as a result thereof) upon:

(1) the sale or other disposition (including by way of consolidation or merger) of such Subsidiary Guarantor to a Person other than the Company or any Subsidiary of the Company as permitted by the indenture;

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(2) the concurrent release of such Subsidiary Guarantor from all of its obligations under its guarantee of any other Indebtedness of the Company; or

(3) the exercise by the Company of its legal defeasance option under “Defeasance” or the discharge of the Company’s obligations under the indenture in accordance with the terms of the indenture.

Ranking

The notes and the Subsidiary Guarantees will be senior unsecured obligations of the Company and the Subsidiary Guarantors, respectively, and will rank equally in right of payment with all existing and future unsecured and unsubordinated obligations of the Company and the Subsidiary Guarantors, respectively.

The notes and the Subsidiary Guarantees will effectively rank junior to all existing and future secured indebtedness of the Company and the Subsidiary Guarantors, respectively, to the extent of the value of the assets securing such indebtedness. As of September 30, 2008, the total secured indebtedness of the Company and the Subsidiary Guarantors was approximately $19 million.

In addition, the notes will effectively rank junior to all liabilities of the Company’s Subsidiaries that are not guaranteeing the notes. The Company derives a portion of its operating income and cash flow from its investments in its Subsidiaries that will not become Subsidiary Guarantors. For the nine months ended September 30, 2008, and the years ended December 31, 2007 and 2006, respectively, our non-Subsidiary Guarantors accounted for $463 million, $575 million and $534 million of net sales, and $118 million, $126 million and $125 million of income from operations. Claims of creditors of the Company’s Subsidiaries that are not guaranteeing the notes generally will have priority with respect to the assets and earnings of such Subsidiaries over the claims of Company’s creditors, including holders of the notes. Accordingly, the notes will be effectively subordinated to creditors, including trade creditors and preferred stockholders, if any, of the Company’s Subsidiaries that are not guaranteeing the notes. As of September 30, 2008, and December 31, 2007 and 2006, respectively, the total liabilities of our non-guarantor subsidiaries were approximately $118 million, $153 million and $670 million, and the total assets of such subsidiaries were approximately $564 million, $590 million and $468 million. See “Risk Factors — Risks Related to the Exchange Notes and the Exchange Offer — The exchange notes are effectively subordinated to the indebtedness of our subsidiaries that are not guaranteeing such notes.”

Offer to Repurchase Upon Change of Control Triggering Event

Upon the occurrence of a Change of Control Triggering Event, unless the Company has exercised its right to redeem the notes as described below under “— Optional Redemption,” the indenture provides that each holder of notes will have the right to require the Company to purchase all or a portion (equal to $2,000 or an integral multiple or $1,000 in excess thereof) of such holder’s notes pursuant to the offer described below (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date.

Within 30 days following the date upon which the Change of Control Triggering Event occurred, or at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company will be required to send, by first class mail, a notice to each holder of notes, with a copy to the trustee, which notice will govern the terms of the Change of Control Offer. Such notice will state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed prior to the date of consummation of the Change of Control, will state that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date. Holders of notes electing to have notes purchased pursuant to a Change of Control Offer will be required to surrender their notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the note completed, to the paying agent at the address specified in the notice, or transfer their notes to the paying agent by book-entry transfer pursuant to the applicable procedures of the paying agent, prior to the close of business on the third business day prior to the Change of Control Payment Date.

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The senior credit agreement dated as of March 10, 2008, as amended and restated on April 11, 2008, among the Company and the lenders, issuing banks and agents party thereto provides, and future credit agreements or other agreements relating to any indebtedness to which the Company becomes a party may provide, that certain change of control events with respect to the Company would constitute a default thereunder. If we experience a change of control that triggers a default under the senior credit agreement or such other agreements, we could seek a waiver of such default or seek to refinance the senior credit agreement or the indebtedness under such other agreements. In the event we do not obtain such a waiver or refinance the senior credit agreement or the indebtedness under such other agreements, such default could result in amounts outstanding under the senior credit agreement or such other agreements being declared due and payable, which could have a material adverse effect on us.

Our ability to pay cash to the holders of notes following the occurrence of a Change of Control may be limited by our then-existing financial resources. Therefore, sufficient funds may not be available when necessary to make any required repurchases.

The definition of Change of Control under the indenture includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of our and our subsidiaries’ properties or assets taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to require us to repurchase such holder’s notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of our and our subsidiaries’ assets taken as a whole to another person or group may be uncertain.

The Company will not be required to make a Change of Control Offer if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by the Company and such third party purchases all notes properly tendered and not withdrawn under its offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event conditional upon such Change of Control.

The Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the notes, we will comply with those securities laws and regulations and will not be deemed to have breached our obligations under the Change of Control Offer provisions of the notes by virtue of any such conflict.

Optional Redemption

The Company will have the right to redeem the notes of any series, in whole or in part from time to time, at its option, on at least 30 days’ but no more than 60 days’ prior written notice mailed to the registered holders of such series of notes to be redeemed. Upon redemption of the notes, the Company will pay a redemption price equal to the greater of (1) 100% of the principal amount of the notes to be redeemed and (2) the sum of the present values of the Remaining Scheduled Payments (as defined below) of the notes to be redeemed, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 45 basis points, in the case of the 6.12% exchange senior notes due 2013, 45 basis points, in the case of the 6.82% exchange senior notes due 2018, or 45 basis points, in the case of the 7.45% exchange senior notes due 2038, in each case plus accrued and unpaid interest thereon to the redemption date.

“Treasury Rate” means, for any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity, computed as the second business day immediately preceding that redemption date, of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date.

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the notes to be redeemed.

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“Comparable Treasury Price” means, with respect to any redemption date (1) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest of the Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than four Reference Treasury Dealer Quotations, the average of all of these quotations.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by us.

“Reference Treasury Dealer” means each of Banc of America Securities LLC, Goldman, Sachs & Co., J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated and UBS Securities LLC (or their respective affiliates that are primary U.S. Government securities dealers), and their respective successors, or if at any time any of the above is not a primary U.S. Government securities dealer, one other nationally recognized investment banking firm selected by the Company that is a primary U.S. Government securities dealer.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date.

“Remaining Scheduled Payments” means, with respect to each note to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related redemption date for such redemption; provided, however, that, if such redemption date is not an interest payment date with respect to such note, the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such redemption date.

The notice of redemption will state any conditions applicable to a redemption and the amount of notes of any series to be redeemed. If less than all the notes of any series are to be redeemed, the notes of such series to be redeemed shall be selected by the trustee by such method as the trustee deems fair and appropriate. Unless we default in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the notes or portions thereof called for redemption.

Except as described above, the notes will not be redeemable by us prior to maturity.

No Mandatory Redemption

The Company will not be required to make any mandatory redemption or sinking fund payments with respect to any series of the notes. The Company may at any time and from time to time purchase notes in the open market or otherwise.

Further Issuances

The Company may from time to time, without notice to or the consent of the holders of the notes of any series, create and issue additional notes of any series offered hereby, having the same terms as, and ranking equally and ratably with, the notes of such series in all respects (except with respect to the issue date, registration rights and, if applicable, the payment of interest accruing prior to the issue date of such additional notes and the first payment of interest following the issue date of such additional notes). These additional notes will be guaranteed by the Subsidiary Guarantors on the same basis as the notes offered hereby and will be consolidated into and form a single series with, and will have the same terms as to redemption, waivers, amendments or otherwise as the notes of the series of which they are in addition to, and will vote together as one class on all matters with respect to the notes of such series. The Company may also, without notice to or the consent of the holders of the notes, issue additional notes in one or more series different from the notes offered hereby. Notes of such different series may have different terms than the notes offered hereby and will be treated as separate classes of notes under the indenture for purposes of redemption, waivers, amendments or otherwise.

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Certain Covenants

Principal and Interest

The Company covenants to pay the principal of and interest on the notes when due and in the manner provided in the indenture.

Consolidation, Merger or Sale of Assets

The Company will not consolidate or combine with or merge with or into or, directly or indirectly, sell, assign, convey, lease, transfer or otherwise dispose of all or substantially all of its assets to any person or persons in a single transaction or through a series of transactions, unless:

•  the Company shall be the successor or continuing person or, if the Company is not the successor or continuing person, the resulting, surviving or transferee person (the “surviving entity”) is a company organized and existing under the laws of the United States, any State thereof or the District of Columbia that expressly assumes all of the Company’s obligations under the notes and the indenture pursuant to a supplemental indenture executed and delivered to the trustee;

•  immediately after giving effect to such transaction or series of transactions, no default has occurred and is continuing; and

•  the Company or the surviving entity will have delivered to the trustee an officers’ certificate and opinion of counsel stating that the transaction or series of transactions and a supplemental indenture, if any, complies with the indenture.

If any consolidation or merger or any sale, assignment, conveyance, lease, transfer or other disposition of all or substantially all of the Company’s assets occurs in accordance with the indenture, the surviving entity will succeed to, and be substituted for, and may exercise every right and power of the Company under the indenture with the same effect as if such surviving entity had been named as the Company. The Company will (except in the case of a lease) be discharged from all obligations and covenants under the indenture and any debt securities issued thereunder.

Notwithstanding the foregoing, the Company may merge or consolidate into or with any Subsidiary Guarantor.

Limitation on Secured Indebtedness

The Company will not, and will not permit any of its Subsidiaries to, incur, issue, assume or guarantee any Indebtedness secured by a Lien on any Principal Property or on any Capital Stock or Indebtedness of any Subsidiary of the Company owning any Principal Property, whether now owned or hereafter acquired by the Company or any Subsidiary of the Company, without effectively providing that the outstanding notes and the Subsidiary Guarantees (together with, if the Company shall so determine, any other Indebtedness of the Company or such Subsidiary then existing or thereafter created which is not subordinate to the notes or the Subsidiary Guarantees) shall be secured equally and ratably with (or prior to) such secured Indebtedness so long as such secured Indebtedness shall be so secured. The foregoing restrictions do not apply to:

(1) Permitted Encumbrances;

(2) Liens on any asset or property existing at the date of the indenture, provided that

•  such Liens shall not apply to any other property or asset of the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and

•  such Liens shall secure only those obligations which it secures on the date of the indenture and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;

(3) Liens on any asset or property of any corporation or other Person existing at the time such corporation or other Person becomes a Subsidiary of the Company or is merged with or into or consolidated with the Company or any Subsidiary of the Company, provided that

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•  such Liens were in existence prior to such corporation or other Person becoming a Subsidiary of the Company or such merger or consolidation and shall not apply to any other property or asset of the Company or any Subsidiary of the Company (other than the proceeds or products of the property or asset originally subject to such Liens), and

•  such Liens shall secure only those obligations which it secures on the date that such corporation or other Person becomes a Subsidiary of the Company or the date of such merger or consolidation, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;

(4) Liens securing Indebtedness of

•  a Subsidiary of the Company to the Company or a Subsidiary Guarantor,

•  the Company to a Subsidiary Guarantor, or

•  a Subsidiary Guarantor to the Company or another Subsidiary Guarantor;

(5) Liens on any property or asset to secure the payment of all or any part of the purchase price of such property or asset upon the acquisition of such property or asset by the Company or a Subsidiary of the Company or to secure any Indebtedness incurred prior to, at the time of, or within 270 days after, the later of the date of acquisition of such property or asset and the date such property or assets is placed in service, for the purpose of financing all or any part of the purchase price thereof, or Liens to secure any Indebtedness incurred for the purpose of financing the cost to the Company or a Subsidiary of the Company of construction, alteration or improvement to such acquired property or asset;

(6) Liens securing industrial revenue bonds, pollution control bonds or other similar tax-exempt bonds;

(7) any other Liens incidental to construction or maintenance of real property of the Company or any Subsidiary of the Company which were not incurred in connection with borrowing money or obtaining advances or credits or the acquisition of property or assets and in the aggregate do not materially impair the use of any property or assets or which are being contested in good faith by the Company or such Subsidiary; or

(8) any extension, renewal or replacement (including successive extensions, renewals or replacements), as a whole or in part, of any of the Liens enumerated in clauses (1) through (7) above; provided, however, that

•  such extension, renewal or replacement Liens are limited to all or part of the same property or asset that secured the Liens extended, renewed, or replaced (plus improvements on such property or asset) and

•  the principal amount of Indebtedness secured by such Liens at such time is not increased.

Notwithstanding the restrictions set forth in the preceding paragraph, the Company and its Subsidiaries will be permitted to incur, issue, assume or guarantee Indebtedness secured by a Lien on any Principal Property or on any Capital Stock or Indebtedness of any Subsidiary of the Company owning any Principal Property which would otherwise be subject to the foregoing restrictions without equally and ratably securing the notes and the Subsidiary Guarantees, if as of the time of such incurrence, issuance, assumption or guarantee, after giving effect thereto, the aggregate principal amount of all Indebtedness secured by Liens on any Principal Property or on any Capital Stock or Indebtedness of any Subsidiary of the Company owning any Principal Property (not including Indebtedness secured by Liens permitted under clauses (1) through (8) above), together (without duplication) with the aggregate amount of Attributable Debt outstanding in respect of sale and leaseback transactions entered into pursuant to the second paragraph of the “— Limitation on Sale and Lease-back Transactions” covenant described below, does not at the time exceed 15% of Consolidated Net Tangible Assets of the Company calculated as of the time of such incurrence, issuance, assumption or guarantee of secured Indebtedness.

Limitation on Sale and Leaseback Transactions

The Company will not directly or indirectly, and will not permit any of its Subsidiaries directly or indirectly to, engage in the sale or transfer of any Principal Property to a Person and the taking back by the Company or any of its

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Subsidiaries, as the case may be, of a lease of such Principal Property, whether now owned or hereafter acquired, unless:

(1) such transaction was entered into prior to date of the indenture;

(2) such transaction was for the sale and leasing back to the Company by any one of its Subsidiaries;

(3) such transaction involves a lease for not more than three years;

(4) such transaction occurs within six months from the date of acquisition of the subject Principal Property or the date of the completion of construction or commencement of full operations of such Principal Property, whichever is later;

(5) the Company or such Subsidiary would be entitled to incur Indebtedness secured by a Lien with respect to such sale and lease-back transaction without equally and ratably securing the notes pursuant to the provisions described in clauses (1) through (8) of the “— Limitation on Secured Indebtedness” covenant described above; or

(6) the Company or such Subsidiary applies an amount equal to the net proceeds from the sale of such Principal Property to the purchase of other property or assets used or useful in its business or to the retirement of Funded Debt within 270 days before or after the effective date of any such sale and leaseback transaction; provided that, in lieu of applying such amount to the retirement of Funded Debt, the Company or such Subsidiary may deliver notes to the trustee for cancellation, such notes to be credited to the amount of net proceeds from the sale of such property or assets at the cost of acquisition of such notes to the Company or such Subsidiary.

Notwithstanding the restrictions set forth in the preceding paragraph, the Company and its Subsidiaries may enter into any sale and leaseback transaction which would otherwise be prohibited by the foregoing restrictions, if as of the time of entering into such sale and leaseback transaction, after giving effect thereto, the aggregate amount of all Attributable Debt with respect to sale and leaseback transactions (not including Attributable Debt with respect to sale and leaseback transactions permitted under clauses (1) through (5) above), together (without duplication) with the aggregate principal amount of all Indebtedness secured by Liens on any Principal Property or on any Capital Stock or Indebtedness of any Subsidiary of the Company owning any Principal Property outstanding pursuant to the second paragraph of the “— Limitation on Secured Indebtedness” covenant described above, does not at the time exceed 15% of Consolidated Net Tangible Assets of the Company calculated as of the time of entry into of such sale and leaseback transaction.

Reports

The Company will furnish to the trustee, within 15 days after the Company files the same with the SEC, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may from time to time by rules and regulations prescribe) which the Company files with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act.

In addition, the Company will furnish (or cause the trustee to furnish) to holders of notes, and prospective investors upon their request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the notes are not freely transferable under the Securities Act.

Existence

Except as permitted under “— Consolidation, Merger or Sale of Assets,” the indenture requires the Company to do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence.

Future Subsidiary Guarantors

The Company will cause any Subsidiary of the Company that guarantees, directly or indirectly, any Indebtedness of the Company (including any Indebtedness under any Credit Agreement) to at the same time, execute and deliver to the trustee a supplemental indenture pursuant to which such Subsidiary will guarantee

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payment of the notes on the same terms and conditions as those set forth in the indenture. Thereafter, such Subsidiary shall be a Subsidiary Guarantor for all purposes of the indenture until such Subsidiary Guarantee is released in accordance with the provisions of the indenture.

Events of Default

Each of the following is an “event of default” under the indenture with respect to the notes of any series:

(1) default in paying interest on the notes when it becomes due and the default continues for a period of 30 days or more;

(2) default in paying principal, or premium, if any, on the notes when due;

(3) default in the performance, or breach, of any covenant in the indenture (other than defaults specified in clause (1) or (2) above) and the default or breach continues for a period of 90 days or more after the Company receives written notice from the trustee or the trustee receives notice from the Holders of at least 25% in aggregate principal amount of the outstanding notes (including any additional notes) of such series;

(4) a default on any Indebtedness of the Company or a Subsidiary Guarantor which default results in the acceleration of such Indebtedness in an amount in excess of $100 million without such Indebtedness having been discharged or the acceleration having been cured, waived, rescinded or annulled for a period of 30 days after written notice thereof to the Company by the trustee or to the Company and the trustee by the holders of not less than 25% in principal amount of the outstanding notes (including any additional notes) of such series;

(5) certain events of bankruptcy, insolvency, reorganization, administration or similar proceedings with respect to the Company or any Significant Subsidiary or group of Subsidiaries of the Company constituting a Significant Subsidiary has occurred; and

(6) any Subsidiary Guarantee of a Significant Subsidiary ceases to be, or the Subsidiary Guarantees of any group of Subsidiaries of the Company constituting a Significant Subsidiary cease to be, in full force and effect (other than in accordance with the terms of the indenture) or any Subsidiary Guarantor that is a Significant Subsidiary denies or disaffirms its obligations under its Subsidiary Guarantee; or any group of Subsidiaries that are Subsidiary Guarantors constituting a Significant Subsidiary deny or disaffirm their obligations under their Subsidiary Guarantees.

The occurrence of an event of default may constitute an event of default under our senior credit agreement, and certain of our other indebtedness incurred from time to time.

If an event of default (other than an event of default specified in clause (5) with respect to the Company or any Significant Subsidiary or group of Subsidiaries of the Company constituting a Significant Subsidiary) under the indenture occurs with respect to the notes of any series and is continuing, then the trustee may and, at the direction of the holders of at least 25% in principal amount of the outstanding notes of that series, will (subject to certain exceptions as provided in this paragraph) by written notice, require the Company to repay immediately the entire principal amount of the outstanding notes of that series, together with all accrued and unpaid interest and premium, if any. The indenture will provide that the trustee may withhold from the holders of the notes notice of continuing default, except a default to the payment of principal, premium, if any, or interest, if it determines that withholding of notice is in their interest.

If an event of default with respect to any series of notes under the indenture specified in clause (5) with respect to the Company or any Significant Subsidiary or group of Subsidiaries of the Company constituting a Significant Subsidiary occurs and is continuing, then the entire principal amount of the outstanding notes of such series shall automatically become due immediately and payable without any declaration or other act on the part of the trustee or any holder.

After a declaration of acceleration described above or any automatic acceleration under clause (5) described above, the holders of a majority in principal amount of outstanding notes of any series may rescind this accelerated payment requirement if all existing events of default, except for nonpayment of the principal and interest on the notes of that series that has become due solely as a result of the accelerated payment requirement, have been cured

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or waived and if the rescission of acceleration would not conflict with any judgment or decree. The holders of a majority in principal amount of the outstanding notes of any series also have the right to waive past defaults with respect to such series, except a default in paying principal or interest on any outstanding note of such series, or in respect of a covenant or a provision that cannot be modified or amended without the consent of all holders of the notes of that series.

Holders of at least 25% in principal amount of the outstanding notes of a series may seek to institute a proceeding only after they have made written request, and offered indemnity as the trustee may reasonably require, to the trustee to institute a proceeding and the trustee has failed to do so within 60 days after it received this notice. In addition, within this 60-day period the trustee must not have received directions inconsistent with this written request by holders of a majority in principal amount of the outstanding notes of that series. These limitations do not apply, however, to a suit instituted by a holder of a note for the enforcement of the payment of principal, interest or any premium on or after the due dates for such payment.

During the existence of an event of default of which a responsible officer of the trustee has actual knowledge or has received written notice from the Company or any holder of the notes, the trustee is required to exercise the rights and powers vested in it under the indenture and use the same degree of care and skill in its exercise as a prudent person would under the circumstances in the conduct of that person’s own affairs. If an event of default has occurred and is continuing, the trustee is not under any obligation to exercise any of its rights or powers at the request or direction of any of the holders unless the holders have offered to the trustee security or indemnity as the trustee may reasonably require. Subject to certain provisions, the holders of a majority in principal amount of the outstanding notes of any series have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee with respect to such series, or exercising any trust, or power conferred on the trustee with respect to such series.

The trustee will, within 60 days after any default occurs, give notice of the default to the holders of the notes of each affected series, unless the default was already cured or waived. Unless there is a default in paying principal, interest or any premium when due, the trustee can withhold giving notice to the holders if it determines in good faith that the withholding of notice is in the interest of the holders.

The Company is required to furnish to the trustee an annual statement as to compliance with all conditions and covenants under the indenture.

Defeasance

Legal Defeasance.  The indenture provides that the Company may be discharged from any and all obligations in respect of the notes of any series, except for:

(a) the rights of holders of outstanding notes of such series to receive solely from the trust fund created pursuant to the indenture, payments in respect of the principal of, premium, if any, or interest on such notes when such payments are due;

(b) the Company’s obligations with respect to any such notes concerning transfers and exchanges, issuing temporary notes, registration of such notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(c) the rights, powers, trusts, duties and immunities of the trustee under the indenture and the Company’s obligations in connection therewith; and

(d) the legal defeasance provisions of the indenture.

The Company will be so discharged upon the satisfaction of the conditions set forth in the indenture, including the irrevocable deposit with the trustee, in trust, for the benefit of the holders, cash in U.S. dollars, non-callable U.S. government notes or a combination of cash in U.S. dollars and non-callable U.S. government notes, in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants to pay the principal, premium, if any, and interest on the outstanding notes of the applicable series on the dates such installments of principal, premium, if any, and interest are due in accordance with the terms of the indenture and such notes. This legal defeasance may occur only if, among other things, the Company has delivered to the trustee

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an opinion of counsel reasonably acceptable to the trustee, subject to customary assumptions and exceptions, confirming that (a) the Company has received from, or there has been published by, the United States Internal Revenue Service a ruling or (b) since the issuance of the notes, there has been a change in the applicable United States federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, subject to customary assumptions and exclusions, the holders of the notes will not recognize income, gain or loss for United States federal income tax purposes as a result of the legal defeasance and will be subject to United States federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such legal defeasance had not occurred.

If the Company exercises its legal defeasance option with respect to any series of notes, the Subsidiary Guarantees will terminate with respect to the applicable series of notes. The Company may exercise its legal defeasance option notwithstanding a prior exercise of its covenant defeasance option, described below. If the Company exercises its legal defeasance option and complies with all necessary conditions, payment of the notes with respect to such series may not be accelerated because of an event of default with respect thereto. If legal defeasance is exercised and complies with all necessary conditions, holders of notes would have to rely solely on the trust deposit for the payment of the notes and could not demand payment in the event of a short fall from the Company.

Defeasance of Certain Covenants.  The indenture provides that upon compliance with certain conditions:

•  the Company will be released from obligations with respect to any series of notes thereafter (and such Subsidiary Guarantors shall be released from all of their obligations under the Subsidiary Guarantee with respect to such series of notes) with respect to the covenants set forth in the indenture described under the headings “— Offer to Repurchase Upon Change of Control Triggering Event” and “— Certain Covenants” (other than the covenants described under “— Certain Covenants — Principal and Interest” and “— Certain Covenants — Consolidation, Merger or Sale of Assets” (except for the provision requiring no occurrence of a default therein)) and certain other covenants and the events of default relating to the foregoing covenants, and

•  any omission to comply with those covenants will not result in liability in respect of any term, condition or limitation set forth in any such covenant and will not constitute a default or an event of default with respect to the notes of the applicable series, which is referred to as a “covenant defeasance.”

However, the Company and the Subsidiary Guarantors will still have other obligations under the indenture including with respect to their obligation to, for the benefit of the holders, make payments on the notes.

The conditions to covenant defeasance include:

•  irrevocably depositing with the trustee, in trust, for the benefit of the holders, cash in U.S. dollars, noncallable U.S. government notes, or a combination of cash in U.S. dollars and non-callable U.S. government notes, in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal, premium, if any, and interest on the outstanding notes of the applicable series on the dates such installments of principal, premium, if any, and interest are due in accordance with the terms of the indenture and the notes; and

•  delivering to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that, subject to customary assumptions and exceptions, the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.

Satisfaction and Discharge

The indenture will be discharged and cease to be of further effect with respect to any series of notes, except as to surviving rights of registration of transfer or exchange of such notes, as to all such notes issued thereunder, when:

•  all notes of such series that have been previously authenticated and delivered (except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has previously been deposited in

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trust or segregated and held in trust by the Company and is thereafter repaid to the Company or discharged from the trust) have been delivered to the trustee for cancellation; or

•  (i) all notes of such series that have not been previously delivered to the trustee for cancellation, have become due and payable by reason of the giving of notice of redemption or otherwise, will become due and payable within one year or are to be called for redemption and redeemed within one year under arrangements satisfactory to the trustee for the giving of notice of redemption by the trustee in the name, and at the expense, of the Company, and the Company or a Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the trustee as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, non-callable U.S. government notes, or a combination of cash in U.S. dollars and non-callable U.S. government notes, in such amounts as shall be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the notes of such series not previously delivered to the trustee for cancellation or redemption for principal, premium, if any, and accrued interest to the date of maturity or redemption; (ii) the Company has paid or caused to be paid all sums payable by it under the indenture with respect to such series of notes; and (iii) the Company has delivered irrevocable instructions to the trustee to apply the deposited money toward the payment of the notes of such series at stated maturity or on the redemption date,

as the case may be; and in the case of clauses (i), (ii) or (iii) above;

•  no default or event of default with respect to such series of notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company is a party or by which the Company is bound; and

•  the Company shall have delivered to the trustee an officers’ certificate and opinion of counsel stating that all conditions precedent relating to the satisfaction and discharge of the indenture with respect to such series of notes have been satisfied.

Modification and Waiver

The indenture may be amended or modified without the consent of any holder of notes in order to:

•  cure any ambiguity, defect or inconsistency, provided that the interests of the holders are not adversely affected in any material respect;

•  add events of default for the notes of any series;

•  provide for the issuance of notes of additional series, or additional notes of any series;

•  provide for the assumption of the Company’s obligations in the case of a merger or consolidation and the discharge of the Company upon such assumption provided that the provision under the “Consolidation, Merger or Sale of Assets” covenant is complied with;

•  add covenants or make any change that would provide any additional rights or benefits to the holders of the notes of any series;

•  add Subsidiary Guarantors, additional guarantors or additional obligors with respect to the notes of any series;

•  release a Subsidiary Guarantor upon the satisfaction of all conditions for release of such Subsidiary Guarantor as provided under the indenture;

•  secure the notes of any series;

•  add or appoint a successor or separate trustee;

•  make any change that does not adversely affect the interests of any holder of notes; and

•  obtain or maintain the qualification of the indenture under the Trust Indenture Act.

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Other amendments and modifications of the indenture or the notes issued may be made with the consent of the holders of not less than a majority of the aggregate principal amount of the outstanding notes of each series affected by the amendment or modification (each series voting as a separate class), and the Company’s compliance with any provision of the indenture with respect to any series of notes may be waived by written notice to the trustee by the holders of a majority of the aggregate principal amount of the outstanding notes of such series (voting as a separate class). However, no modification or amendment may, without the consent of the holder of each outstanding note affected:

•  reduce the principal amount, or extend the fixed maturity, of the notes, or alter or waive the redemption provisions of the notes;

•  change the place of payment or currency in which principal, any premium or interest is paid;

•  reduce the percentage in principal amount outstanding of notes of any series which must consent to an amendment, supplement or waiver or consent to take any action;

•  impair the right to institute suit for the enforcement of any payment on the notes; waive a payment default with respect to the notes or any guarantor;

•  reduce the interest rate or extend the time for payment of interest on the notes; or

•  adversely affect the ranking of the notes of any series.

Certain Definitions

As used in this section, the following terms have the meanings set forth below.

“Attributable Debt” in respect of a sale and leaseback transaction means, at any time of determination, the present value at that time of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction. Such present value will be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with generally accepted accounting principles; provided, however, that if such sale and leaseback transaction results in a Capital Lease Obligation, the amount of Attributable Debt represented thereby will be determined in accordance with the definition of “Capital Lease Obligation.”

“Capital Lease Obligation” means, at any time of determination, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of the issuing Person.

“Change of Control” means the occurrence of any one of the following:

(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than to the Company or one of its Subsidiaries;

(2) the consummation of any transaction (including without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of

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more than 50% of the outstanding Voting Stock of the Company, measured by voting power rather than number of shares;

(3) the Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Company or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of the Voting Stock of the Company outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving Person immediately after giving effect to such transaction;

(4) the first day on which the majority of the members of the board of directors of the Company cease to be Continuing Directors; or

(5) the adoption of a plan relating to the liquidation or dissolution of the Company.

“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Rating Event.

“Consolidated Net Tangible Assets” means, with respect to any Person, as of any date of determination, the total assets less the sum of goodwill, net, and other intangible assets, net, in each case reflected on the consolidated balance sheet of such Person and its subsidiaries as of the end of the most recently ended fiscal quarter of such Person for which financial statements have been furnished to the holders of notes pursuant to the “— Reports” covenant described above, determined on a consolidated basis in accordance with GAAP.

“Continuing Director” means, as of any date of determination, any member of the board of directors of the Company who:

(1) was a member of such board of directors on the date of the indenture; or

(2) was nominated for election, elected or appointed to such board of directors with the approval of a majority of the Continuing Directors who were members of such board of directors at the time of such nomination, election or appointment.

“Credit Agreements” means the Existing Credit Agreements as such agreements may be amended, supplemented or otherwise modified from time to time, and any agreement indenture or other documentation relating to extensions, refinancings, replacements or restructuring of the credit facilities governed by the Existing Credit Agreements, whether the same or any other agent, agents, lenders or group of lenders is or are parties thereto.

“Existing Credit Agreement” means (1) the credit agreement dated as of March 10, 2008 and amended and restated on April 11, 2008 among the Company, the lenders and the issuing banks party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A., as syndication agent, and Goldman Sachs Credit Partners L.P., Morgan Stanley Senior Funding, Inc. and UBS Securities LLC, as documentation agents and (2) the 364 day bridge credit agreement dated as of March 10, 2008 and amended and restated on April 11, 2008 among the Company, the lenders and issuing banks party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A., as syndication agent, and Goldman Sachs Credit Partners L.P., Morgan Stanley Senior Funding, Inc. and UBS Securities LLC, as documentation agents.

“Funded Debt” means Indebtedness which by its terms matures at or is extendible or renewable at the option of the obligor to date more than 12 months after the date of the creation or incurrence of such Indebtedness.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Public Company Accounting Oversight Board (United States) and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect as of the date of determination.

“Indebtedness” means, with respect to any Person, without duplication, any indebtedness of such Person, whether or not contingent:

(1) in respect of borrowed money;

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(2) evidenced by bonds, notes, debentures, or similar instruments or letters of credit (or reimbursement agreements with respect thereto);

(3) in respect of banker’s acceptances, bank guarantees, surety bonds or similar instruments;

(4) representing Capital Lease Obligations; or

(5) representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed, except any such balance that constitutes a trade payable or similar obligation to a trade creditor incurred in the ordinary course of business; if and to the extent any of the preceding items (other than letters of credit) would appear as a liability upon a balance sheet (excluding the notes thereto) of the specified Person prepared in accordance with GAAP.

In addition, the term “Indebtedness” includes all of the following items, whether or not any such items would appear as a liability on a balance sheet of the specified Person in accordance with GAAP:

(1) all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person); and

(2) to the extent not otherwise included, any guarantee by the specified Person of Indebtedness of any other Person.

“Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating category of Moody’s) and a rating of BBB-or better by S&P (or its equivalent under any successor rating category of S&P).

“Issue Date” means April 30, 2008.

“Lien” means any mortgage, lien, pledge, charge, security interest or other encumbrance of any kind, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statute) of any jurisdiction. Notwithstanding the foregoing, an operating lease shall not be deemed to constitute a Lien.

“Moody’s” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors.

“Permitted Encumbrances” means:

(1) Liens imposed by law for taxes, assessments or governmental charges that are not overdue for a period of more than 30 days or that are being contested in good faith;

(2) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days (or if more than 30 days overdue, are unfiled and no other action has been taken to enforce such Liens) or are being contested in good faith;

(3) (i) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Company or any Subsidiary of the Company;

(4) deposits to secure the performance of bids, trade contracts (other than for the repayment of borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations), in each case in the ordinary course of business;

(5) judgment liens in respect of judgments that the Company or a Subsidiary of the Company is in good faith prosecuting an appeal or other proceeding for review or Liens incurred by the Company or a Subsidiary of

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the Company for the purpose of obtaining a stay or discharge in the course of any litigation or other proceeding to which the Company or a Subsidiary of the Company is a party;

(6) easements, restrictions, rights-of-way and similar encumbrances and minor title defects on real property imposed by law or arising in the ordinary course of business that do not secure any payment obligations and do not, in the aggregate, materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Company or any Subsidiary of the Company;

(7) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business which do not (i) interfere in any material respect with the business of the Company and its Subsidiaries, taken as a whole, or (ii) secure any Indebtedness;

(8) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(9) Liens (i) of a collection bank on the items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business and (iii) in favor of a banking or other financial institution arising as a matter of law encumbering deposits or other funds maintained with a financial institution (including the right of set off) and which are customary in the banking industry;

(10) any interest or title of a lessor under leases entered into by the Company or any of its Subsidiaries in the ordinary course of business and financing statements with respect to a lessor’s right in and to personal property leased to the Company or any of its Subsidiaries in the ordinary course of the Company’s or any of its Subsidiaries’ business other than through a capital lease;

(11) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Company or any Subsidiaries in the ordinary course of business;

(12) Liens deemed to exist in connection with reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts maintained in the ordinary course of business and not for speculative purposes;

(13) Liens that are contractual rights of set-off: (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Company or any Subsidiary of the Company to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company and its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Company or any Subsidiary of the Company in the ordinary course of business;

(14) Liens solely on any cash earnest money deposits made by the Company or any Subsidiaries in connection with any letter of intent or purchase agreement;

(15) ground leases in respect of real property on which facilities owned or leased by the Company or any of its Subsidiaries are located;

(16) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;

(17) any zoning or similar law or right reserved to or vested in any governmental authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of the Company or any Subsidiary of the Company; and

(18) Liens on specific items of inventory or other goods and the proceeds thereof securing such Person’s obligations in respect of documentary letters of credit or banker’s acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or goods.

“Person” means any individual, corporation, partnership, joint venture, association, limited liability company, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

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“Principal Property” means (i) any manufacturing, processing or bottling plant, warehouse or distribution center (including the land upon which it is situated), owned and operated by the Company or any Subsidiary of the Company on the date the separation of the Company from Cadbury Schweppes is completed, other than property which, in the opinion of the Board of Directors of the Company, individually and in the aggregate, is not of material importance to the business conducted by the Company and its Subsidiaries, taken as a whole, and (ii) any manufacturing, processing or bottling plant, warehouse or distribution center (including the land upon which it is situated), purchased or constructed by the Company or any Subsidiary of the Company after the date the separation of the Company from Cadbury Schweppes is completed, provided that the original cost of such purchase or construction is an amount greater than 1% of Consolidated Net Tangible Assets of the Company.

“Rating Agency” means:

(1) each of Moody’s and S&P, and

(2) if either of Moody’s or S&P ceases to rate the notes or fails to make a rating of the notes publicly available for reasons outside of the Company’s control, a Substitute Rating Agency in lieu thereof.

“Rating Event” means (i) the rating of the notes is lowered by both Rating Agencies during the period (the “Trigger Period”) commencing on the earlier of the first public notice of (a) the occurrence of a Change of Control or (b) the Company’s intention to effect a Change of Control and ending 60 days following consummation of such Change of Control (which period shall be extended so long as the rating of the notes is under publicly announced consideration for a possible downgrade by either of the Rating Agencies) and (ii) the notes are rated below an Investment Grade Rating by both Rating Agencies on any day during the Trigger Period. If either Rating Agency is not providing a rating of the notes on any day during the Trigger Period for any reason, the rating of such Rating Agency shall be deemed to be below Investment Grade on such day and such Rating Agency will be deemed to have lowered its rating of the notes during the Trigger Period.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors.

“SEC” means the Securities and Exchange Commission.

“Significant Subsidiary” means any Subsidiary, or any group of Subsidiaries considered collectively in the aggregate, that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X promulgated pursuant to the Securities Act of 1933, as amended, as in effect on the Issue Date. more than 50% of the total voting power of shares of capital stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such person or one or more of the other Subsidiaries of that person or a combination thereof.

“Subsidiary Guarantor” means each Subsidiary of the Company that executes the indenture as a guarantor pursuant to the terms of the indenture after the Issue Date.

“Subsidiary Guarantee” means a guarantee by a Subsidiary Guarantor of the Company’s obligations with respect to the notes.

“Substitute Rating Agency” means a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by the Company (as certified by a resolution of the board of directors of the Company and reasonably acceptable to the Trustee) as a replacement agency for Moody’s or S&P, or both of them, as the case may be.

“Voting Stock” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote generally in the election of the board of directors of such Person.

Unclaimed Funds

All funds deposited with the trustee or any paying agent for the payment of principal, interest, premium or additional amounts in respect of the notes of any series that remain unclaimed for two years after the maturity date of the notes of that series will be repaid to the Company upon its request. Thereafter, any right of any holder of notes

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of that series to such funds shall be enforceable only against the Company, and the trustee and paying agents will have no liability therefor.

Governing Law

The indenture and the notes for all purposes shall be governed by and construed in accordance with the laws of the State of New York.

Concerning the Trustee

The trustee, in its individual and any other capacity, may make loans to, accept deposits from, and perform services for the Company or any Subsidiary Guarantor as if it were not the trustee; however, if it acquires any conflicting interest, it must eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign.

The indenture will provide that in case an event of default shall occur and be continuing (which shall not be cured), the trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any holder of the notes, unless such holder shall have offered to the trustee security and indemnity satisfactory to it against any loss, liability or expense.

An affiliate of the trustee is a lender under our senior credit facility, for which it will receive customary fees and commissions. In addition, the trustee and its affiliates from time to time have provided certain commercial banking and financial advisory services to us and to Cadbury, for which they have received customary fees and commissions, and they may provide these services to us in the future, for which they would receive customary fees and commissions.

Book-Entry Settlement and Clearance

The Global Notes

The exchange notes will be issued in one or more fully registered global notes (the “Global Notes”). Upon issuance, each of the Global Notes will be deposited with the trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee of DTC.

Ownership of beneficial interests in each Global Note will be limited to persons who have accounts with DTC (“DTC participants”) or persons who hold interests through DTC participants. Beneficial interests in the Global Notes will be held in minimum denominations of $2,000 and integral multiples of $1,000 in excess of $2,000.

We expect that under procedures established by DTC:

•  upon deposit of each Global Note with DTC’s custodian, DTC will credit portions of the principal amount of the Global Note to the accounts of the DTC participants designated by the initial purchasers; and

•  ownership of beneficial interests in each Global Note will be shown on, and transfer of ownership of those interests will be effected only through, records maintained by DTC (with respect to interests of DTC participants) and the records of DTC participants (with respect to other owners of beneficial interests in any of the Global Notes).

Beneficial interests in the Global Notes may not be exchanged for notes in physical, certificated form (“Certificated Notes”) except in the limited circumstances described below. Transfers of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct and indirect participants (including, if applicable, those of Euroclear and Clearstream), which may change from time to time.

Book-entry procedures for the Global Notes

All interests in the Global Notes will be subject to the operations and procedures of DTC, Euroclear and Clearstream. We provide the following summaries of those operations and procedures solely for the convenience of

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investors. The operations and procedures of each settlement system are controlled by that settlement system and may be changed at any time. Neither we nor the initial purchasers are responsible for those operations or procedures.

DTC has advised us that it is:

•  a limited purpose trust company organized under the laws of the State of New York;

•  a “banking organization” within the meaning of the New York State Banking Law;

•  a member of the Federal Reserve System;

•  a “clearing corporation” within the meaning of the Uniform Commercial Code; and

•  a “clearing agency” registered under Section 17A of the Exchange Act.

DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between its participants through electronic book-entry changes to the accounts of its participants. DTC’s participants include securities brokers and dealers, including the initial purchasers; banks and trust companies; clearing corporations and other organizations. Indirect access to DTC’s system is also available to others such as banks, brokers, dealers and trust companies; these indirect participants clear through or maintain a custodial relationship with a DTC participant, either directly or indirectly. Investors who are not DTC participants may beneficially own securities held by or on behalf of DTC only through DTC participants or indirect participants in DTC.

So long as DTC’s nominee is the registered owner of a Global Note, that nominee will be considered the sole owner or holder of the notes represented by that Global Note for all purposes under the indenture. Except as provided below, owners of beneficial interests in a Global Note:

•  will not be entitled to have notes represented by the Global Note registered in their names;

•  will not receive or be entitled to receive physical delivery of notes in certificated form; and

•  will not be considered the owners or “holders” of the notes under the indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the trustee under the indenture.

As a result, each investor who owns a beneficial interest in a Global Note must rely on the procedures of DTC to exercise any rights of a holder of notes under the indenture (and, if the investor is not a participant or an indirect participant in DTC, on the procedures of the DTC participant through which the investor owns its interest).

Payments of principal, premium (if any) and interest with respect to the notes represented by a Global Note will be made by the trustee to DTC’s nominee as the registered holder of the Global Note. Neither we nor the trustee will have any responsibility or liability for the payment of amounts to owners of beneficial interests in a Global Note, for any aspect of the records relating to or payments made on account of those interests by DTC, or for maintaining, supervising or reviewing any records of DTC relating to those interests.

Payments by participants and indirect participants in DTC to the owners of beneficial interests in a Global Note will be governed by standing instructions and customary industry practice and will be the responsibility of those participants or indirect participants and DTC.

Transfers between participants in DTC will be effected in accordance with DTC’s procedures and will be settled in same-day funds. Transfers between participants in Euroclear or Clearstream will be effected in accordance with their respective rules and operating procedures.

Cross-market transfers between DTC participants, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected within DTC through the DTC participants that are acting as depositaries for Euroclear and Clearstream. To deliver or receive an interest in a Global Note held in a Euroclear or Clearstream account, an investor must send transfer instructions to Euroclear or Clearstream, as the case may be, in accordance with the rules and procedures of that system and within the established deadlines of that system. If the transaction meets its settlement requirements, Euroclear or Clearstream, as the case may be, will send instructions to its DTC depositary to take action to effect final settlement by delivering or receiving interests in the relevant Global Notes in DTC, and making or receiving payment under normal procedures for same-day funds settlement applicable to DTC.

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Euroclear and Clearstream participants may not deliver instructions directly to the DTC depositaries that are acting for Euroclear or Clearstream.

DTC, Euroclear and Clearstream have agreed to the above procedures to facilitate transfers of interests in the Global Notes among participants in those settlement systems. However, the settlement systems are not obligated to perform these procedures and may discontinue or change these procedures at any time. Neither we nor the trustee will have any responsibility for the performance by DTC, Euroclear or Clearstream or their participants or indirect participants of their obligations under the rules and procedures governing their operations.

Exchange of Global Notes for Certificated Notes

A Global Note is exchangeable for a Certificated Note only if:

•  DTC (a) notifies us at any time that it is unwilling or unable to continue as depositary for the Global Notes, and a successor depositary is not appointed within 90 days, or (b) has ceased to be registered as a clearing agency under the Exchange Act, and we fail to appoint a successor depositary within 90 days;

•  we, at our option, notify the trustee that we elect to cause the issuance of Certificated Notes, subject to the procedures of DTC; or

•  certain other events provided in the indenture occur.

Same Day Settlement and Payment

We will make payments in respect of the notes represented by the Global Notes (including principal, premium, if any, interest and liquidated damages, if any) by wire transfer of immediately available funds to the accounts specified by the Global Note holder. We will make all payments of principal, interest and premium and liquidated damages, if any, with respect to Certificated Notes by wire transfer of immediately available funds to the accounts specified by the holders thereof or, if no account is specified, by mailing a check to that holder’s registered address.

The notes represented by the Global Notes are expected to trade in DTC’s Same Day Funds Settlement System, and any permitted secondary market trading activity in the notes will, therefore, be required by DTC to be settled in immediately available funds. We expect that secondary trading in any Certificated Notes will also be settled in immediately available funds.

Because of time zone differences, credits of interests in the Global Notes received in Euroclear or Clearstream as a result of a transaction with a DTC participant will be made during subsequent securities settlement processing and dated the business day following the DTC settlement date. Cash received in Euroclear or Clearstream from the sale of an interest in a Global Note to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Euroclear or Clearstream cash account as of the business day for Euroclear or Clearstream following the DTC settlement date.

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CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

Exchange Offers

The exchange of unregistered notes for exchange notes in the exchange offers will not constitute a taxable event to holders for U.S. federal income tax purposes. Consequently, you will not recognize gain or loss upon receipt of an exchange note. The holding period of the exchange note will include the holding period of the unregistered note exchanged therefor and the basis of the exchange note will be the same as the basis of the unregistered note immediately before the exchange.

In any event, persons considering the exchange of unregistered notes for exchange notes should consult their own tax advisors concerning the U.S. federal income tax consequences in light of their particular situations as well as any consequences arising under the laws of any other taxing jurisdiction.

Exchange Notes

The following is a summary of the certain U.S. federal income tax considerations of ownership and disposition of the exchange notes (hereinafter the “notes”). This discussion only applies to notes that are held as capital assets. This discussion does not describe all of the tax considerations that may be relevant to holders in light of their particular circumstances or to holders subject to special rules, such as:

•  certain financial institutions;

•  insurance companies;

•  dealers in securities or foreign currencies;

•  persons holding notes as part of a hedge or other integrated transaction;

•  U.S. Holders (as defined below) whose functional currency is not the U.S. dollar;

•  partnerships or other entities classified as partnerships for U.S. federal income tax purposes; or

•  persons subject to the alternative minimum tax.

This summary is based on the Code, administrative pronouncements, judicial decisions and final, temporary and proposed Treasury Regulations, changes to any of which subsequent to the date of this prospectus may be retroactive and may affect the tax consequences described herein. Persons considering the purchase of notes are urged to consult their tax advisers with regard to the application of the U.S. federal income tax laws to their particular situations as well as any tax considerations arising under the U.S. federal estate or gift tax rules or under the laws of any state, local or non-U.S. taxing jurisdiction or under any applicable tax treaty.

Tax Consequences to U.S. Holders

As used herein, the term “U.S. Holder” means a beneficial owner of a note that is for U.S. federal income tax purposes:

•  an individual who is a citizen or resident of the United States;

•  a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States, any state thereof or of the District of Columbia;

•  an estate the income of which is subject to U.S. federal income tax regardless of its source; or

•  a trust if (i) a U.S. court is able to exercise primary supervision over administration of the trust and one or more U.S. persons have authority to control all substantial decisions of the trust, or (ii) in the case of a trust that was treated as a domestic trust under the law in effect prior to 1997, a valid election is in place under applicable Treasury regulations to treat such trust as a domestic trust.

If a partnership (including for this purpose any entity treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of a note, the treatment of a partner in the partnership generally will depend on the

143

status of the partner and the activities of the partnership. Partnerships and partners in such partnerships should consult their tax advisors about the U.S. federal income tax consequences of owning and disposing of a note.

Payments of Interest

Subject to the discussion below, stated interest paid on a note will be taxable to a U.S. Holder as ordinary income at the time it accrues or is received in accordance with the holder’s method of accounting for U.S. federal income tax purposes.

We intend to take the position for U.S. federal income tax purposes that any payments of additional interest resulting from adjustments to the ratings assigned to the notes (see “Description of the Exchange Notes — Interest Rate Adjustment”) will be taxable to a U.S. Holder as additional interest income when received or accrued, in accordance with such holder’s method of accounting for U.S. federal income tax purposes. However, the Internal Revenue Service (“IRS”) may take a contrary position from that described above and treat the interest as contingent interest which, as discussed below, could affect the timing and character of income, gain or loss from holding or disposing of the notes. If we are required to pay additional interest on the notes under such circumstances, U.S. Holders should consult their own tax advisors concerning the appropriate tax treatment of the payment of such additional interest.

In certain circumstances (see “Description of the Exchange Notes — Offer to Repurchase Upon Change of Control Triggering Event,” “Description of the Exchange Notes — Optional Redemption” and “The Exchange Offer”), we may be obligated to pay amounts in excess of stated interest or principal on the notes. Although the issue is not free from doubt, we believe that the possibility of the payment of such additional amounts does not result in the notes being treated as contingent payment debt instruments under the applicable Treasury regulations and as a result we do not intend to treat these potential payments as part of the yield to maturity of the notes. Our position is not binding on the IRS. Under this approach, if we ultimately make any additional payments, U.S. Holders should recognize such amounts as ordinary income in accordance with their regular method of accounting for U.S. federal income tax purposes. If the IRS takes a contrary position, a U.S. Holder might be required to accrue income on its notes in excess of stated interest, and to treat as ordinary income rather than capital gain any income realized on the taxable disposition of a note before the resolution of the contingencies. The remainder of this discussion assumes that the notes are not treated as contingent payment debt instruments. U.S. Holders should consult their own tax advisors about the treatment of additional payments that might be made in respect of the notes.

Market Discount

If a U.S. Holder purchases a note for an amount that is less than its stated redemption price at maturity (generally, the stated principal amount) the amount of the difference will be treated as “market discount” unless such difference is a specified de minimis amount. Market discount is considered to be de minimis if it is less than 1/4 of 1% of the note’s stated redemption price at maturity multiplied by the number of complete years to maturity after the note was acquired. Under the market discount rules of the Code, a U.S. Holder will be required to treat any partial principal payment on, or any gain realized upon the sale, redemption or other taxable disposition of, a note as ordinary income to the extent of the market discount which has not previously been included in income and is treated as having accrued on such note at the time of such payment or disposition. In addition, if a U.S. Holder acquired a note with market discount such U.S. Holder may be required to defer the deduction of all or a portion of the interest paid or accrued on any indebtedness incurred or maintained to purchase or carry such note until the maturity of the note or its earlier disposition in a taxable transaction. Market discount is considered to accrue ratably during the period from the date of acquisition to the maturity date of a note, unless a U.S. Holder elects to include market discount in income on a current basis. A U.S. Holder may elect to include market discount in income (generally as ordinary income) currently as it accrues, in which case the rules described above regarding the deferral of interest deductions will not apply. Such election will also apply to all debt obligations held or subsequently acquired by the U.S. Holder on or after the first day of the taxable year to which the election applies. The election may not be revoked without the consent of the IRS. U.S. Holders should consult their own tax advisors before making this election.

144

Amortizable Premium

In general, subject to special rules applicable to debt instruments that provide for early call rights, if a U.S. Holder purchases a note for an amount in excess of the stated principal amount such U.S. Holder will be treated as having purchased such note with premium in the amount of such excess. A U.S. Holder generally may elect to amortize the premium (with a corresponding decrease in adjusted tax basis) over the remaining term of the note on a constant yield method as an offset to interest income when includible in income under such U.S. Holder’s regular method of accounting for U.S. federal income tax purposes. If such U.S. Holder does not elect to amortize the premium, that premium will decrease the gain or increase the loss it would otherwise recognize upon a sale or other disposition of the note. An election to amortize premium on a constant yield method will also apply to all debt obligations held or subsequently acquired by the U.S. Holder on or after the first day of the taxable year to which the election applies. The election may not be revoked without the consent of the IRS. U.S. Holders should consult their own tax advisors before making this election.

The rules governing market discount and amortizable premium are complex, and U.S. Holders should consult their own tax advisors concerning the application of these rules.

Disposition of the Notes

Upon the sale, exchange or retirement or other disposition of a note, a U.S. Holder will recognize taxable gain or loss equal to the difference between the amount realized on the sale, exchange or retirement (other than amounts attributable to accrued interest on the note, which will be treated as ordinary interest income for U.S. federal income tax purposes if not previously included in gross income) and the holder’s adjusted tax basis in the note. A U.S. Holder’s adjusted tax basis in a note is generally equal to the cost of the note to such holder.

Gain or loss realized on the sale, exchange or retirement of a note will generally be capital gain or loss and will be long-term capital gain or loss if at the time of sale, exchange or retirement the note has been held for more than one year. The deductibility of capital losses is subject to limitations under the Code.

Backup Withholding and Information Reporting

Information returns will be filed with the IRS in connection with payments on the notes and the proceeds from a sale or other disposition of the notes. A U.S. Holder will be subject to U.S. backup withholding on these payments if the U.S. Holder fails to provide its taxpayer identification number to the paying agent and comply with certain certification procedures or otherwise establish an exemption from backup withholding. The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a credit against the U.S. Holder’s U.S. federal income tax liability, if any, and may entitle the U.S. Holder to a refund, provided that the required information is timely furnished to the IRS.

Tax Consequences to Non-U.S. Holders

As used herein, the term “Non-U.S. Holder” means a beneficial owner of a note that is, for U.S. federal income tax purposes:

•  an individual who is classified as a nonresident alien for U.S. federal income tax purposes;

•  a non-U.S. corporation; or

•  a non-U.S. estate or trust.

“Non-U.S. Holder” does not include a holder who is an individual present in the United States for 183 days or more in the taxable year of disposition and who is not otherwise a resident of the United States for U.S. federal income tax purposes. Such a holder is urged to consult his or her own tax advisor regarding the U.S. federal income tax consequences of the ownership and disposition of a note.

145

Payments on the Notes

Subject to the discussion below concerning backup withholding, payments of principal and interest on the notes by us or any paying agent to any Non-U.S. Holder that is not engaged in a trade or business in the United States will not be subject to U.S. federal income or withholding tax, provided that, in the case of interest,

•  the holder does not own, actually or constructively, 10 percent or more of the total combined voting power of all classes of our stock entitled to vote and is not a controlled foreign corporation related, directly or indirectly, to us through stock ownership;

•  the certification requirement described below has been fulfilled with respect to the beneficial owner, as discussed below; and

•  the holder is not a bank whose receipt of interest on a note is described in Section 881(c)(3)(A) of the Code.

Interest will not be exempt from withholding tax unless the beneficial owner of that note certifies on IRS Form W-8BEN (or any successor form), under penalties of perjury, that it is not a U.S. person.

If a Non-U.S. Holder of a note is engaged in a trade or business in the United States, and if interest on the note is effectively connected with the conduct of this trade or business, the Non-U.S. Holder, although exempt from the withholding tax discussed in the preceding paragraph, will generally be taxed in the same manner as a U.S. Holder (see “Tax Consequences to U.S. Holders” above), subject to an applicable income tax treaty providing otherwise. Such a Non-U.S. Holder will be required to provide us and any paying agent with a properly executed IRS Form W-8ECI (or any successor form) in order to claim an exemption from withholding tax. These holders should consult their own tax advisors with respect to other U.S. tax consequences of the ownership and disposition of notes, including the possible imposition of a 30% branch profits tax.

Disposition of the Notes

Subject to the discussion below concerning backup withholding, a Non-U.S. Holder generally will not be subject to U.S. federal income tax on gain recognized on a sale, exchange, retirement or other disposition of notes, unless the gain is effectively connected with a trade or business of the Non-U.S. Holder in the United States, subject to an applicable income tax treaty providing otherwise.

Backup Withholding and Information Reporting

Information returns will be filed with the IRS in connection with payments on the notes. Unless the Non-U.S. Holder complies with certification procedures to establish that it is not a U.S. person, information returns may be filed with the IRS in connection with the proceeds from a sale or other disposition of the notes and the Non-U.S. Holder may be subject to U.S. backup withholding tax on payments on the notes or on the proceeds from a sale or other disposition of the notes. The certification procedures required to claim the exemption from withholding tax on interest described above will satisfy the certification requirements necessary to avoid backup withholding as well. The amount of any backup withholding from a payment to a Non-U.S. Holder will be allowed as a credit against the Non-U.S. Holder’s U.S. federal income tax liability and may entitle the Non-U.S. Holder to a refund, provided that the required information is timely furnished to the IRS.

146

PLAN OF DISTRIBUTION

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for unregistered notes where such unregistered notes were acquired as a result of market-making activities or other trading activities. We have agreed to use commercially reasonable efforts to have the registration statement, of which this prospectus forms a part, remain effective until 180 days after          , 2008 for use by the participating broker-dealers. We have also agreed to amend or supplement this prospectus during this 180-day period, if requested by one or more participating broker-dealers, in order to expedite or facilitate such resales.

We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers that may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of exchange notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

LEGAL MATTERS

The validity of the exchange notes offered hereby will be passed upon for Dr Pepper Snapple Group, Inc. by Shearman & Sterling LLP.

EXPERTS

The combined financial statements included in this registration statement have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein and elsewhere in the registration statement (which report expresses an unqualified opinion on the combined financial statements and includes explanatory paragraphs referring to the allocation of certain general corporate overhead costs from Cadbury Schweppes plc and the change in method of accounting for stock based employee compensation). Such combined financial statements have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-4, of which this prospectus forms a part, with respect to the issuance of the exchange notes. This prospectus does not contain all of the information contained in the registration statement and the exhibits to the registration statement. Some items are omitted in accordance with the rules and regulations of the SEC. For further information about us and the exchange notes, we refer you to the registration statement. You should be aware that the statements made in this prospectus as to the contents of any agreement or other document filed as an exhibit to the registration statement are not complete. Although we believe that we have summarized the material terms of these documents in the prospectus, these statements should be read along with the full and complete text of the related documents.

We are required to file annual, quarterly and special reports, proxy statements and other information with the SEC. Any reports or documents we file with the SEC, including the registration statement, may be inspected and copied at the Public Reference Room of the SEC located at Room 1580, 100 F Street, N.E., Washington D.C. 20549. Copies of these reports or other documents may be obtained at prescribed rates from the Public Reference Room of the SEC located at Room 1580, 100 F Street, N.E., Washington D.C. 20549. For further information about the Public Reference Section, call 1-800-SEC-0330. Such materials may also be accessed electronically by means of the SEC’s home page on the Internet (http://www.sec.gov).

147

INDEX TO FINANCIAL STATEMENTS

Unaudited Interim Financial Statements:
Condensed Consolidated Balance Sheets as of September 30, 2008 and December 31, 2007	F-2
Condensed Consolidated Statements of Operations for the nine months ended September 30, 2008 and 2007	F-3
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2008 and 2007 (Restated)	F-4
Condensed Consolidated Statements of Changes in Stockholders’ Equity for the nine months ended September 30, 2008 and the year ended December 31, 2007	F-5
Notes to Unaudited Condensed Consolidated Financial Statements	F-6
Audited Financial Statements:
Report of Independent Registered Public Accounting Firm	F-37
Combined Balance Sheets as of December 31, 2007 and 2006	F-38
Combined Statements of Operations for the years ended December 31, 2007 and 2006 and January 1, 2006	F-39
Combined Statements of Cash Flows for the years ended December 31, 2007 and 2006 and January 1, 2006	F-40
Combined Statements of Changes in Invested Equity for the years ended December 31, 2007 and 2006 and January 1, 2006	F-41
Notes to Combined Financial Statements	F-42

F-1

DR PEPPER SNAPPLE GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

As of September 30, 2008 and December 31, 2007

	September 30,			December 31,
	2008			2007
	(Unaudited, in millions except share and per share data)
ASSETS
Current assets:
Cash and cash equivalents	$	239		$	67
Accounts receivable:
Trade (net of allowances of $16 and $20, respectively)		521			538
Other		68			59
Related party receivable		—			66
Note receivable from related parties		—			1,527
Inventories		330			325
Deferred tax assets		68			81
Prepaid and other current assets		112			76
Total current assets		1,338			2,739
Property, plant and equipment, net		945			868
Investments in unconsolidated subsidiaries		13			13
Goodwill		3,170			3,183
Other intangible assets, net		3,595			3,617
Other non-current assets		572			100
Non-current deferred tax assets		189			8
Total assets	$	9,822		$	10,528
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	862		$	812
Related party payable		—			175
Current portion of senior unsecured debt		35			—
Current portion of long-term debt payable to related parties		—			126
Income taxes payable		6			22
Total current liabilities		903			1,135
Long-term debt payable to third parties		3,587			19
Long-term debt payable to related parties		—			2,893
Deferred tax liabilities		1,276			1,324
Other non-current liabilities		726			136
Total liabilities		6,492			5,507
Commitments and contingencies
Stockholders’ equity:
Cadbury’s net investment		—			5,001
Preferred stock, $.01 par value, 15,000,000 shares authorized, no shares issued		—			—
Common stock, $.01 par value, 800,000,000 shares authorized, 253,685,733 shares issued and outstanding for 2008 and no shares issued for 2007		3			—
Additional paid-in capital		3,163			—
Retained earnings		191			—
Accumulated other comprehensive (loss) income		(27	)		20
Total equity		3,330			5,021
Total liabilities and equity	$	9,822		$	10,528

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-2

DR PEPPER SNAPPLE GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Nine Months Ended September 30, 2008 and 2007

	For the
	Nine Months Ended
	September 30,
	2008			2007
	(Unaudited, in millions, except per share data)
Net sales	$	4,369		$	4,347
Cost of sales		2,003			1,984
Gross profit		2,366			2,363
Selling, general and administrative expenses		1,586			1,527
Depreciation and amortization		84			69
Restructuring costs		31			36
Gain on disposal of property and intangible assets, net		(3	)		—
Income from operations		668			731
Interest expense		199			195
Interest income		(30	)		(38	)
Other (income) expense		(8	)		(2	)
Income before provision for income taxes and equity in earnings of unconsolidated subsidiaries		507			576
Provision for income taxes		199			218
Income before equity in earnings of unconsolidated subsidiaries		308			358
Equity in earnings of unconsolidated subsidiaries		1			1
Net income	$	309		$	359
Earnings per common share:
Basic	$	1.21		$	1.42
Diluted	$	1.21		$	1.42
Weighted average common shares outstanding:
Basic		254.0			253.7
Diluted		254.0			253.7

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-3

DR PEPPER SNAPPLE GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months Ended September 30, 2008 and 2007

	For the
	Nine Months Ended
	September 30,
	2008			2007
	(Unaudited, in millions)
				(As Restated)(1)
Operating activities:
Net income	$	309		$	359
Adjustments to reconcile net income to net cash provided by operations:
Depreciation expense		102			89
Amortization expense		44			38
Employee stock-based expense, net of tax benefit		5			10
Deferred income taxes		58			3
Write-off of deferred loan costs		21			—
Other, net		9			8
Changes in assets and liabilities:
Trade and other accounts receivable		3			(47	)
Related party receivable		11			(8	)
Inventories		(6	)		(41	)
Other current assets		(32	)		(1	)
Other non-current assets		(9	)		4
Accounts payable and accrued expenses		30			(48	)
Related party payables		(70	)		350
Income taxes payable		47			9
Other non-current liabilities		1			(19	)
Net cash provided by operating activities		523			706
Investing activities:
Purchases of property, plant and equipment		(203	)		(123	)
Issuances of related party notes receivables		(165	)		(1,829	)
Repayment of related party notes receivables		1,540			525
Other, net		3			(23	)
Net cash provided by (used in) investing activities		1,175			(1,450	)
Financing activities:
Proceeds from issuance of related party long-term debt		1,615			2,803
Proceeds from senior unsecured credit facility		2,200			—
Proceeds from senior unsecured notes		1,700			—
Proceeds from bridge loan facility		1,700			—
Repayment of related party long-term debt		(4,664	)		(3,232	)
Repayment of senior unsecured credit facility		(295	)		—
Repayment of bridge loan facility		(1,700	)		—
Deferred financing charges paid		(106	)		—
Cash Distributions to Cadbury		(2,065	)		(189	)
Change in Cadbury’s net investment		94			1,356
Other, net		(2	)		4
Net cash (used in) provided by financing activities		(1,523	)		742
Cash and cash equivalents — net change from:
Operating, investing and financing activities		175			(2	)
Currency translation		(3	)		1
Cash and cash equivalents at beginning of period		67			35
Cash and cash equivalents at end of period	$	239		$	34
Supplemental cash flow disclosures of non-cash investing and financing activities:
Settlement related to separation from Cadbury	$	150		$	—
Purchase accounting adjustment related to prior year acquisitions		13			—
Transfers of property, plant, and equipment to Cadbury		—			9
Transfers of operating assets and liabilities to Cadbury		—			40
Reduction in long-term debt from Cadbury		—			257
Related entities acquisition payments		—			17
Note payable related to acquisition		—			38
Liabilities expected to be reimbursed by Cadbury		—			12
Reclassifications for tax transactions		—			90
Supplemental cash flow disclosures:
Interest paid	$	120		$	182
Income taxes paid		105			26

(1) See Note 19 for further information.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-4

DR PEPPER SNAPPLE GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Nine Months Ended September 30, 2008 and the Year Ended December 31, 2007

												Accumulated
	Common Stock				Additional							Other
	Issued				Paid-In		Retained		Cadbury’s Net			Comprehensive			Total			Comprehensive
	Shares		Amount		Capital		Earnings		Investment			Income (Loss)			Equity			Income
									(Unaudited, in millions)
Balance as of December 31, 2006		—	$	—	$	—	$	—	$	3,249		$	1		$	3,250
Net income		—		—		—		—		497			—			497		$	497
Contributions from Cadbury		—		—		—		—		1,484			—			1,484			—
Distributions to Cadbury		—		—		—		—		(213	)		—			(213	)		—
Adoption of FIN 48		—		—		—		—		(16	)		—			(16	)		—
Net change in pension liability		—		—		—		—		—			3			3			3
Foreign currency translation adjustment		—		—		—		—		—			16			16			16
Balance as of December 31, 2007		—		—		—		—		5,001			20			5,021		$	516
Net income		—		—		—		191		118			—			309		$	309
Contributions from Cadbury		—		—		—		—		284			—			284			—
Distributions to Cadbury		—		—		—		—		(2,242	)		—			(2,242	)		—
Separation from Cadbury on May 7, 2008 and issuance of common stock upon distribution		253.7		3		3,158		—		(3,161	)		—			—			—
Stock-based compensation expense, including tax benefit		—		—		5		—		—			—			5			—
Net change in pension liability, net of tax benefit of $26		—		—		—		—		—			(39	)		(39	)		(39	)
Foreign currency translation adjustment		—		—		—		—		—			(8	)		(8	)		(8	)
Balance as of September 30, 2008		253.7	$	3	$	3,163	$	191	$	—		$	(27	)	$	3,330		$	262

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-5

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.   Formation of the Company and Basis of Presentation

References in this Quarterly Report on Form 10-Q to “we”, “our”, “us”, “DPS” or “the Company” refer to Dr Pepper Snapple Group, Inc. and all entities included in our unaudited condensed consolidated financial statements. Cadbury plc and Cadbury Schweppes plc are hereafter collectively referred to as “Cadbury” unless otherwise indicated.

Prior to ownership of Cadbury’s beverage business in the United States, Canada, Mexico and the Caribbean (“the Americas Beverages business”), the Company did not have any operations. The Company conducts operations in the United States, Canada, Mexico and parts of the Caribbean. The Company’s key brands include Dr Pepper, Snapple, 7UP, Mott’s, Sunkist, Hawaiian Punch, A&W, Canada Dry, Schweppes, Squirt, Clamato, Peñafiel, Mr & Mrs T, and Margaritaville.

This Form 10-Q refers to some of DPS’ owned or licensed trademarks, trade names and service marks, which are referred to as the Company’s brands. All of the product names included in this Form 10-Q are either DPS’ registered trademarks or those of the Company’s licensors.

Formation of the Company and Separation from Cadbury

On May 7, 2008, Cadbury separated the Americas Beverages business from its global confectionery business by contributing the subsidiaries that operated its Americas Beverages business to DPS. In return for the transfer of the Americas Beverages business, DPS distributed its common stock to Cadbury plc shareholders. As of the date of distribution, a total of 800 million shares of common stock, par value $0.01 per share, and 15 million shares of preferred stock, all of which shares of preferred stock are undesignated, were authorized. On the date of distribution, 253.7 million shares of common stock were issued and outstanding and no shares of preferred stock were issued. On May 7, 2008, DPS became an independent publicly-traded company listed on the New York Stock Exchange under the symbol “DPS”. The Company entered into a Separation and Distribution Agreement, Transition Services Agreement, Tax Sharing and Indemnification Agreement (“Tax Indemnity Agreement”) and Employee Matters Agreement with Cadbury, each dated as of May 1, 2008.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete consolidated financial statements. In the opinion of management, all adjustments, consisting principally of normal recurring adjustments, considered necessary for a fair presentation have been included. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from these estimates. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s 2007 combined financial statements and the notes thereto filed with the Company’s Registration Statement on Form 10, as amended.

Upon separation, effective May 7, 2008, DPS became an independent company, which established a new consolidated reporting structure. For the periods prior to May 7, 2008, the condensed combined financial statements have been prepared on a “carve-out” basis from Cadbury’s consolidated financial statements using historical results of operations, assets and liabilities attributable to Cadbury’s Americas Beverages business and including allocations of expenses from Cadbury. The historical Cadbury’s Americas Beverages information is the Company’s predecessor financial information. The Company eliminates from its financial results all intercompany transactions between entities included in the combination and the intercompany transactions with its equity method investees.

F-6

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The unaudited condensed consolidated financial statements may not be indicative of the Company’s future performance and may not reflect what its consolidated results of operations, financial position and cash flows would have been had the Company operated as an independent company during all of the periods presented. To the extent that an asset, liability, revenue or expense is directly associated with the Company, it is reflected in the accompanying condensed consolidated financial statements.

Cadbury historically provided certain corporate functions to the Company and costs associated with these functions have been allocated to the Company. These functions included corporate communications, regulatory, human resources and benefit management, treasury, investor relations, corporate controller, internal audit, Sarbanes Oxley compliance, information technology, corporate and legal compliance, and community affairs. The costs of such services were allocated to the Company based on the most relevant allocation method to the service provided, primarily based on relative percentage of revenue or headcount. Management believes such allocations were reasonable; however, they may not be indicative of the actual expense that would have been incurred had the Company been operating as an independent company for all of the periods presented. The charges for these functions are included primarily in selling, general, and administrative expenses in the Condensed Consolidated Statements of Operations.

Prior to the May 7, 2008, separation, the Company’s total invested equity represented Cadbury’s interest in the recorded net assets of the Company. The net investment balance represented the cumulative net investment by Cadbury in the Company through May 6, 2008, including any prior net income or loss attributed to the Company. Certain transactions between the Company and other related parties within the Cadbury group, including allocated expenses, were also included in Cadbury’s net investment.

Critical Accounting Policies

The process of preparing DPS’ consolidated financial statements in conformity with U.S. GAAP requires the use of estimates and judgments that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and judgments are based on historical experience, future expectations and other factors and assumptions the Company believes to be reasonable under the circumstances. The most significant estimates and judgments are reviewed on an ongoing basis and revised when necessary. Actual amounts may differ from these estimates and judgments. The Company has identified the following policies as critical accounting policies:

•  revenue recognition;

•  valuations of goodwill and other indefinite lived intangibles;

•  stock-based compensation;

•  pension and postretirement benefits; and

•  income taxes.

These accounting policies are discussed in greater detail in DPS’ Registration Statement on Form 10, as filed with the Securities and Exchange Commission on April 22, 2008, in the audited Notes to the Combined Financial Statements as of December 31, 2007.

New Accounting Standards

In October 2008, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position No. 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active (“FSP 157-3”). FSP 157-3 clarifies the application of FASB Statement of Financial Accounting Standards (“SFAS”) No. 157, Fair Value Measurements (“SFAS 157”), in a market that is not active and provides an example to illustrate key considerations in determining the fair value of a financial asset when the market for that financial asset is not active. FSP 157-3 was effective for the Company on September 30, 2008, for all financial assets and liabilities recognized

F-7

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

or disclosed at fair value in its condensed consolidated financial statements on a recurring basis. The adoption of this provision did not have a material impact on the Company’s condensed consolidated financial statements.

In September 2008, FASB issued FASB Staff Position No. 133-1 and FIN 45-4, Disclosures about Credit Derivatives and Certain Guarantees: An Amendment of FASB Statement No. 133 and FASB Interpretation No. 45; and Clarification of the Effective Date of FASB Statement No. 161 (“FSP 133-1”). FSP 133-1 amends and enhances disclosure requirements for sellers of credit derivatives and financial guarantees. FSP 133-1 also clarifies the effective date of SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities (“SFAS 161”). The Company is currently evaluating the effect, if any, that the adoption of FSP 133-1 will have on its consolidated financial statements.

In May 2008, FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (“SFAS 162”). SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements for nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. SFAS 162 will be effective 60 days following the SEC’s approval. The Company does not expect that this statement will result in a change in current practice.

In April 2008, the FASB issued FASB Staff Position No. 142-3, Determination of the Useful Life of Intangible Assets (“FSP 142-3”). FSP 142-3 amends the factors that should be considered in developing assumptions about renewal or extension used in estimating the useful life of a recognized intangible asset under SFAS No. 142, Goodwill and Other Intangible Assets (“SFAS 142”). This standard is intended to improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141 (revised 2007), Business Combinations (“SFAS 141(R)”) and other GAAP. FSP 142-3 is effective for financial statements issued for fiscal years beginning after December 15, 2008. The measurement provisions of this standard will apply only to intangible assets acquired after the effective date.

In March 2008, the FASB issued SFAS 161. SFAS 161 changes the disclosure requirements for derivative instruments and hedging activities, requiring enhanced disclosures about how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended (“SFAS 133”), and how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. SFAS 161 is effective for fiscal years beginning after November 15, 2008. The Company will provide the required disclosures for all its filings for periods subsequent to the effective date.

In December 2007, the FASB issued SFAS 141(R). SFAS 141(R) will significantly change how business acquisitions are accounted for and will impact financial statements both on the acquisition date and in subsequent periods. Some of the changes, such as the accounting for contingent consideration, will introduce more volatility into earnings. SFAS 141(R) is effective for the Company beginning January 1, 2009, and the Company will apply SFAS 141(R) prospectively to all business combinations subsequent to the effective date.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements — an amendment of Accounting Research Bulletin No. 51 (“SFAS 160”). SFAS 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and the deconsolidation of a subsidiary and also establishes disclosure requirements that clearly identify and distinguish between the controlling and noncontrolling interests and requires the separate disclosure of income attributable to the controlling and noncontrolling interests. SFAS 160 is effective for fiscal years beginning after December 15, 2008. The Company will apply SFAS 160 prospectively to all applicable transactions subsequent to the effective date.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities Including an amendment to FASB Statement No. 115 (“SFAS 159”). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. Unrealized gains and losses on items for

F-8

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

which the fair value of option has been elected will be recognized in earnings at each subsequent reporting date. SFAS 159 was effective for the Company on January 1, 2008. The adoption of SFAS 159 did not have a material impact on the Company’s combined financial statements.

In September 2006, the FASB issued SFAS 157 which defines fair value, establishes a framework for measuring fair value and expands disclosure requirements about fair value measurements. SFAS 157 is effective for the Company January 1, 2008. However, in February 2008, the FASB released FASB Staff Position FAS 157-2, Effective Date of FASB Statement No. 157 (“FSP FAS 157-2”), which delayed the effective date of SFAS 157 for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The adoption of SFAS 157 for the Company’s financial assets and liabilities did not have a material impact on its consolidated financial statements. The Company does not believe the adoption of SFAS 157 for its non-financial assets and liabilities, effective January 1, 2009, will have a material impact on its consolidated financial statements.

2.   Accounting for the Separation from Cadbury

Settlement of Related Party Balances

Upon the Company’s separation from Cadbury, the Company settled debt and other balances with Cadbury, eliminated Cadbury’s net investment in the Company and purchased certain assets from Cadbury related to DPS’ business. As of September 30, 2008, the Company had receivable and payable balances with Cadbury pursuant to the Separation and Distribution Agreement, Transition Services Agreement, Tax Indemnity Agreement, and Employee Matters Agreement. See Note 7 for further information. The following debt and other balances were settled with Cadbury upon separation (in millions):

Related party receivable	$	11
Notes receivable from related parties		1,375
Related party payable		(70	)
Current portion of the long-term debt payable to related parties		(140	)
Long-term debt payable to related parties		(2,909	)
Net cash settlement of related party balances	$	(1,733	)

Items Impacting the Statement of Operations

The following transactions related to the Company’s separation from Cadbury were included in the statement of operations for the nine months ended September 30, 2008 (in millions):

	For the
	Nine Months Ended
	September 30, 2008
Transaction costs and other one time separation costs(1)	$	29
Costs associated with the bridge loan facility(2)		24
Incremental tax expense related to separation, excluding indemnified taxes		11

(1)

DPS incurred transaction costs and other one time separation costs of $29 million for the nine months ended September 30, 2008. These costs are included in selling, general and administrative expenses in the statement of operations. The Company expects its results of operations for the remainder of 2008 to include transaction costs and other one time separation costs of approximately $6 million.

(2)

The Company incurred $24 million of costs for the nine months ended September 30, 2008, associated with the $1.7 billion bridge loan facility which was entered into to reduce financing risks and facilitate Cadbury’s separation of the Company. Financing fees of $21 million were expensed when the bridge loan facility was terminated on April 30, 2008, and $5 million of interest expense were included as a component of interest expense, partially offset by $2 million in interest income while in escrow.

F-9

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Items Impacting Income Taxes

The unaudited condensed consolidated financial statements present the taxes of the Company’s stand alone business and contain certain taxes transferred to DPS at separation in accordance with the Tax Indemnity Agreement agreed between Cadbury and DPS. This agreement provides for the transfer to DPS of taxes related to an entity that was part of Cadbury’s confectionery business and therefore not part of DPS’ historical condensed consolidated financial statements. The unaudited condensed consolidated financial statements also reflect that the Tax Indemnity Agreement requires Cadbury to indemnify DPS for these taxes. These taxes and the associated indemnity may change over time as estimates of the amounts change. Changes in estimates will be reflected when facts change and those changes in estimate will be reflected in the Company’s statement of operations at the time of the estimate change. In addition, pursuant to the terms of the Tax Indemnity Agreement, if DPS breaches certain covenants or other obligations or DPS is involved in certain change-in-control transactions, Cadbury may not be required to indemnify the Company for any of these unrecognized tax benefits that are subsequently realized.

See Note 8 for further information regarding the tax impact of the separation.

Items Impacting Equity

In connection with the Company’s separation from Cadbury, the following transactions were recorded as a component of Cadbury’s net investment in DPS (in millions):

	Contributions			Distributions
Legal restructuring to purchase Canada operations from Cadbury	$	—		$	(894	)
Legal restructuring relating to Cadbury confectionery operations, including debt repayment		—			(809	)
Legal restructuring relating to Mexico operations		—			(520	)
Contributions from parent		318			—
Tax reserve provided under FIN 48 as part of separation, net of indemnity		—			(19	)
Other		(34	)		—
Total	$	284		$	(2,242	)

Prior to the May 7, 2008, separation date, the Company’s total invested equity represented Cadbury’s interest in the recorded assets of DPS. In connection with the distribution of DPS’ stock to Cadbury plc shareholders on May 7, 2008, Cadbury’s total invested equity was reclassified to reflect the post-separation capital structure of $3 million par value of outstanding common stock and contributed capital of $3,158 million.

F-10

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Supplemental Cash Flow Information Regarding Non-Cash Investing and Financing Activities

The following table represents the initial non-cash financing and investing activities in connection with the Company’s separation from Cadbury (in millions):

	For the
	Nine Months Ended
	September 30, 2008
Transfer of legal entities to Cadbury for Canada operations	$	(165	)
Deferred tax asset setup for Canada operations		177
Liability to Cadbury related to Canada operations		(132	)
Transfer of legal entities to Cadbury for Mexico operations		(3	)
Tax reserve provided under FIN 48 as part of separation		(386	)
Tax indemnification by Cadbury		334
Transfers of pension obligation		(71	)
Settlement of operating liabilities due to Cadbury, net		75
Other tax liabilities related to separation		28
Settlement of related party note receivable from Cadbury		(7	)
Total	$	(150	)

3.   Inventories

Inventories as of September 30, 2008, and December 31, 2007, consisted of the following (in millions):

	As of			As of
	September 30,			December 31,
	2008			2007
Raw materials	$	95		$	110
Finished goods		282			245
Inventories at FIFO cost		377			355
Reduction to LIFO cost		(47	)		(30	)
Inventories	$	330		$	325

4.   Goodwill and Other Intangible Assets

Changes in the carrying amount of goodwill for the nine months ended September 30, 2008, by reporting unit are as follows (in millions):

	Beverage		Finished		Bottling			Mexico and
	Concentrates		Goods		Group			the Caribbean		Total
Balance as of December 31, 2007	$	1,731	$	1,220	$	195		$	37	$	3,183
Acquisitions(1)		—		—		(8	)		—		(8	)
Other changes		—		—		(5	)		—		(5	)
Balance as of September 30, 2008	$	1,731	$	1,220	$	182		$	37	$	3,170

(1) The Company acquired Southeast-Atlantic Beverage Corporation (“SeaBev”) on July 11, 2007. The Company completed its fair value assessment of the assets acquired and liabilities assumed of this acquisition during the first quarter 2008, resulting in a $1 million increase in the Bottling Group’s goodwill. During the second quarter of 2008, the Company made a tax election related to the SeaBev acquisition which resulted in a decrease of $9 million to the Bottling Group’s goodwill.

F-11

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The net carrying amounts of intangible assets other than goodwill as of September 30, 2008, and December 31, 2007, are as follows (in millions):

	As of September 30, 2008							As of December 31, 2007
	Gross		Accumulated			Net		Gross		Accumulated			Net
	Amount		Amortization			Amount		Amount		Amortization			Amount
Intangible assets with indefinite lives:
Brands(1)	$	3,086	$	—		$	3,086	$	3,087	$	—		$	3,087
Bottler agreements		398		—			398		398		—			398
Distributor rights		25		—			25		25		—			25
Intangible assets with finite lives:
Brands		29		(20	)		9		29		(17	)		12
Customer relationships		76		(29	)		47		76		(20	)		56
Bottler agreements		57		(27	)		30		57		(19	)		38
Distributor rights		2		(2	)		—		2		(1	)		1
Total	$	3,673	$	(78	)	$	3,595	$	3,674	$	(57	)	$	3,617

(1) Intangible brands with indefinite lives decreased between December 31, 2007, and September 30, 2008, due to changes in foreign currency.

As of September 30, 2008, the weighted average useful lives of intangible assets with finite lives were 9 years, 7 years, 8 years and 2 years for brands, customer relationships, bottler agreements and distributor rights, respectively. Amortization expense for intangible assets was $21 million and $20 million for the nine months ended September 30, 2008 and 2007, respectively.

Amortization expense of these intangible assets over the next five years is expected to be the following (in millions):

	Aggregate
	Amortization
Year	Expense
3 months ending December 31, 2008	$	7
2009		24
2010		24
2011		12
2012		6

The Company conducts impairment tests on goodwill and all indefinite lived intangible assets annually, as of December 31, or more frequently if circumstances indicate that the carrying amount of an asset may not be recoverable. The Company uses present value and other valuation techniques to make this assessment. If the carrying amount of goodwill exceeds its implied fair value or the carrying amount of an intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. For purposes of this test DPS assigns the goodwill and indefinite lived intangible assets to its reporting units, which it defines as its business segments.

F-12

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

5.   Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consisted of the following as of September 30, 2008, and December 31, 2007 (in millions):

	As of		As of
	September 30,		December 31,
	2008		2007
Trade accounts payable	$	296	$	257
Customer rebates		204		200
Accrued compensation		80		127
Insurance reserves		52		45
Third party interest accrual		50		—
Other current liabilities		180		183
Accounts payable and accrued expenses	$	862	$	812

6.   Long-term obligations

The following table summarizes the Company’s long-term debt obligations as of September 30, 2008, and December 31, 2007 (in millions):

	As of			As of
	September 30,			December 31,
	2008			2007
Senior unsecured notes	$	1,700		$	—
Revolving credit facility		—			—
Senior unsecured term loan A facility		1,905			—
Debt payable to Cadbury(1)		—			3,019
Less — current portion		(35	)		(126	)
Subtotal		3,570			2,893
Long-term capital lease obligations		17			19
Long-term debt	$	3,587		$	2,912

(1) In connection with the Company’s separation from Cadbury on May 7, 2008, all debt payable to Cadbury was repaid.

On March 10, 2008, the Company entered into arrangements with a group of lenders to provide an aggregate of $4.4 billion in senior financing. The arrangements consisted of a term loan A facility, a revolving credit facility and a bridge loan facility.

On April 11, 2008, these arrangements were amended and restated. The amended and restated arrangements consist of a $2.7 billion senior unsecured credit agreement that provided a $2.2 billion term loan A facility and a $500 million revolving credit facility (collectively, the “senior unsecured credit facility”) and a 364-day bridge credit agreement that provided a $1.7 billion bridge loan facility.

The following is a description of the senior unsecured credit facility and the unsecured notes. The summaries of the senior unsecured credit facility and the senior unsecured notes are qualified in their entirety by the specific terms and provisions of the senior unsecured credit agreement and the indenture governing the senior unsecured notes, respectively, copies of which are included as exhibits to Amendment No. 4 to the Company’s Registration Statement on Form 10 and the Company’s Current Report on Form 8-K filed on May 1, 2008.

F-13

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Senior Unsecured Credit Facility

The Company’s senior unsecured credit agreement provides senior unsecured financing of up to $2.7 billion, consisting of:

•  a senior unsecured term loan A facility in an aggregate principal amount of $2.2 billion with a term of five years; and

•  a revolving credit facility in an aggregate principal amount of $500 million with a term of five years. Up to $75 million of the revolving credit facility is available for the issuance of letters of credit, of which $39 million was utilized as of September 30, 2008.

During 2008, DPS borrowed $2.2 billion under the term loan A facility. The Company made combined mandatory and optional repayments toward the principal totaling $295 million for the nine months ended September 30, 2008.

Borrowings under the senior unsecured credit facility bear interest at a floating rate per annum based upon the London interbank offered rate for dollars (“LIBOR”) or the alternate base rate (“ABR”), in each case plus an applicable margin which varies based upon the Company’s debt ratings, from 1.00% to 2.50%, in the case of LIBOR loans and 0.00% to 1.50% in the case of ABR loans. The alternate base rate means the greater of (a) JPMorgan Chase Bank’s prime rate and (b) the federal funds effective rate plus one half of 1%. Interest is payable on the last day of the interest period, but not less than quarterly, in the case of any LIBOR loan and on the last day of March, June, September and December of each year in the case of any ABR loan. The average interest rate for the nine months ended September 30, 2008, was 4.81%. Interest expense was $58 million for the nine months ended September 30, 2008, respectively, including amortization of deferred financing costs of $7 million.

During the third quarter of 2008, the Company entered into interest rate swaps to convert variable interest rates to fixed rates. The swaps were effective September 30, 2008. The notional amounts of the swaps are $500 million and $1,200 million with durations of six months and 15 months, respectively. See Note 13 for further information regarding derivatives.

An unused commitment fee is payable quarterly to the lenders on the unused portion of the commitments in respect of the revolving credit facility equal to 0.15% to 0.50% per annum, depending upon the Company’s debt ratings. The Company incurred $1 million in unused commitment fees for the nine months ended September 30, 2008.

The Company is required to pay annual amortization in equal quarterly installments on the aggregate principal amount of the term loan A equal to: (i) 10%, or $220 million, per year for installments due in the first and second years following the initial date of funding, (ii) 15%, or $330 million, per year for installments due in the third and fourth years following the initial date of funding, and (iii) 50%, or $1.1 billion, for installments due in the fifth year following the initial date of funding. Principal amounts outstanding under the revolving credit facility are due and payable in full at maturity.

All obligations under the senior unsecured credit facility are guaranteed by substantially all of the Company’s existing and future direct and indirect domestic subsidiaries.

The senior unsecured credit facility contains customary negative covenants that, among other things, restrict the Company’s ability to incur debt at subsidiaries that are not guarantors; incur liens; merge or sell, transfer, lease or otherwise dispose of all or substantially all assets; make investments, loans, advances, guarantees and acquisitions; enter into transactions with affiliates; and enter into agreements restricting its ability to incur liens or the ability of subsidiaries to make distributions. These covenants are subject to certain exceptions described in the senior credit agreement. In addition, the senior unsecured credit facility requires the Company to comply with a maximum total leverage ratio covenant and a minimum interest coverage ratio covenant, as defined in the senior credit agreement. The senior unsecured credit facility also contains certain usual and customary representations and

F-14

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

warranties, affirmative covenants and events of default. As of September 30, 2008, the Company was in compliance with all covenant requirements.

Senior Unsecured Notes

During 2008, the Company completed the issuance of $1.7 billion aggregate principal amount of senior unsecured notes consisting of $250 million aggregate principal amount of 6.12% senior notes due 2013, $1.2 billion aggregate principal amount of 6.82% senior notes due 2018, and $250 million aggregate principal amount of 7.45% senior notes due 2038. The weighted average interest cost of the senior notes is 6.8%. Interest on the senior unsecured notes is payable semi-annually on May 1 and November 1 and is subject to adjustment. Interest expense was $49 million for the nine months ended September 30, 2008, including amortization of deferred financing costs of less than $1 million.

The indenture governing the notes, among other things, limits the Company’s ability to incur indebtedness secured by principal properties, to enter into certain sale and lease back transactions and to enter into certain mergers or transfers of substantially all of DPS’ assets. The notes are guaranteed by substantially all of the Company’s existing and future direct and indirect domestic subsidiaries.

On May 7, 2008, upon the Company’s separation from Cadbury, the borrowings under the term loan A facility and the net proceeds of the notes were released to DPS from collateral accounts and escrow accounts. The Company used the funds to settle with Cadbury related party debt and other balances, eliminate Cadbury’s net investment in the Company, purchase certain assets from Cadbury related to DPS’ business and pay fees and expenses related to the Company’s credit facilities.

Bridge Loan Facility

The Company’s bridge credit agreement provided a senior unsecured bridge loan facility in an aggregate principal amount of $1.7 billion with a term of 364 days from the date the bridge loan facility is funded.

On April 11, 2008, DPS borrowed $1.7 billion under the bridge loan facility to reduce financing risks and facilitate Cadbury’s separation of the Company. All of the proceeds from the borrowings were placed into interest-bearing collateral accounts. On April 30, 2008, borrowings under the bridge loan facility were released from the collateral account containing such funds and returned to the lenders and the 364-day bridge loan facility was terminated. For the nine months ended September 30, 2008, the Company incurred $24 million of costs associated with the bridge loan facility. Financing fees of $21 million, which were expensed when the bridge loan facility was terminated, and $5 million of interest expense were included as a component of interest expense. These costs were partially offset as the Company earned $2 million in interest income on the bridge loan while in escrow.

Capital Lease Obligations

Long-term capital lease obligations totaled $17 million and $19 million as of September 30, 2008, and December 31, 2007, respectively. Current obligations related to the Company’s capital leases were $2 million as of September 30, 2008, and December 31, 2007, and were included as a component of accounts payable and accrued expenses.

F-15

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

7.   Other Non-current Assets and Other Non-Current Liabilities

Other non-current assets consisted of the following as of September 30, 2008, and December 31, 2007 (in millions):

	As of		As of
	September 30,		December 31,
	2008		2007
Long-term receivables from Cadbury	$	370	$	—
Deferred financing costs, net		70		—
Customer incentive programs		80		86
Other(1)		52		14
Other non-current assets	$	572	$	100

(1) Included in other non-current assets as of September 30, 2008, was $15 million of assets held for sale related to two facilities that the Company expects to sell.

Other non-current liabilities consisted of the following as of September 30, 2008, and December 31, 2007 (in millions):

	As of		As of
	September 30,		December 31,
	2008		2007
Long-term payables due to Cadbury	$	126	$	—
Liabilities for unrecognized tax benefits		521		111
Long-term pension liability		70		13
Other		9		12
Other non-current liabilities	$	726	$	136

8.   Income Taxes

In connection with the Company’s separation from Cadbury, DPS entered into a Tax Indemnity Agreement with Cadbury, dated May 1, 2008. Prior to the separation from Cadbury on May 7, 2008, DPS was included in the consolidated tax return of Cadbury’s Americas operations. The Company’s financial statements reflected a tax provision as if DPS filed its own separate return. Subsequent to the separation, the Company determines its quarterly provision for income taxes using an estimated annual effective tax rate which is based on the Company’s annual income, statutory tax rates, tax planning and the Tax Indemnity Agreement. Subsequent recognition and measurements of tax positions taken in previous periods are separately recognized in the period in which they occur.

F-16

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following is a reconciliation of income taxes computed at the U.S. federal statutory tax rate to the income taxes reported in the unaudited condensed consolidated statement of operations (in millions):

	For the Nine
	Months Ended
	September 30,
	2008			2007
Statutory federal income tax of 35%	$	177		$	202
State income taxes, net		15			19
Impact of non-U.S. operations		(6	)		(4	)
Other(1)		13			1
Total provision for income taxes	$	199		$	218
Effective tax rate		39.2	%		37.8	%

(1) Included in other items is $7 million of tax expense the Company recorded in the nine months ended September 30, 2008, for which Cadbury is obligated to indemnify DPS under the Tax Indemnity Agreement as well as $11 million of non-indemnified tax expense the Company recorded in the nine months ended September 30, 2008, driven by separation related transactions.

The Company’s net deferred tax liability decreased by $216 million from December 31, 2007, driven principally by separation related transactions. Specifically, in association with the Company’s separation from Cadbury, the carrying amounts of certain of its Canadian assets were stepped up in accordance with current Canadian law for tax purposes. A deferred tax asset of $173 million was established reflecting enacted Canadian tax legislation. The balance of this deferred tax asset was $159 million as of September 30, 2008, due to amortization of the intangible asset and changes in the foreign exchange rate. DPS’ cash tax benefit received from the amortization of the stepped up assets will be remitted to Cadbury or one of its subsidiaries under the Tax Indemnity Agreement. On this basis, a $130 million payable by DPS to Cadbury was established under long term liabilities to reflect the potential liability. The balance of this payable was $124 million as of September 30, 2008, due to changes in the foreign exchange rate. However, anticipated legislation in Canada could result in a future write down of the deferred tax asset which would be partly offset by a write down of the liability due to Cadbury.

In accordance with FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes — an Interpretation of FASB Statement 109 (“FIN 48”), $521 million of unrecognized tax benefits were included in other non-current liabilities as of September 30, 2008. DPS holds $349 million (gross unrecognized benefit of $374 million, less state income tax offset of $25 million) of unrecognized tax benefits established in connection with its separation from Cadbury. Under the Tax Indemnity Agreement, Cadbury agreed to indemnify DPS for this and other tax liabilities and, accordingly, the Company has recorded a long-term receivable due from Cadbury as a component of other non-current assets. The Tax Indemnity Agreement is more fully described in the Company’s Registration Statement on Form 10 in the section titled “Our Relationship with Cadbury plc After the Distribution — Description of Various Separation and Transition Arrangements — Tax-Sharing and Indemnification Agreement”. These taxes and the associated indemnity may change over time as estimates of the amounts change. Changes in estimates will be reflected when facts change and those changes in estimate will be reflected in the Company’s statement of operations at the time of the estimate change. In addition, pursuant to the terms of the Tax Indemnity Agreement, if DPS breaches certain covenants or other obligations or DPS is involved in certain change-in-control transactions, Cadbury may not be required to indemnify the Company for any of these unrecognized tax benefits that are subsequently realized.

F-17

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

9.   Restructuring Costs

The Company implements restructuring programs from time to time and incurs costs that are designed to improve operating effectiveness and lower costs. When the Company implements these programs, it incurs various charges, including severance and other employment related costs.

Restructuring charges incurred during the nine months ended September 30, 2008 and 2007, were as follows (in millions):

	For the
	Nine Months Ended
	September 30,
	2008		2007
Organizational restructuring	$	19	$	—
Integration of the Bottling Group		6		15
Integration of technology facilities		3		4
Facility Closure		1		7
Other		2		10
Total restructuring charges	$	31	$	36

The Company expects to incur approximately $12 million of total additional pre-tax, non-recurring charges during the remainder of 2008 with respect to the restructuring items listed above. Details of the restructuring items follow.

Restructuring liabilities are included in accounts payable and accrued expenses. Restructuring liabilities as of September 30, 2008, and December 31, 2007, along with charges to expense, cash payments and non-cash charges for the nine months ended September 30, 2008, were as follows (in millions):

	Workforce
	Reduction			External			Closure
	Costs			Consulting			Costs			Other			Total
Balance as of December 31, 2007	$	29		$	1		$	—		$	—		$	30
Charges to expense		11			4			1			15			31
Cash payments		(33	)		(4	)		(1	)		(9	)		(47	)
Non-cash items		—			—			—			(4	)		(4	)
Balance as of September 30, 2008	$	7		$	1		$	—		$	2		$	10

F-18

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Organizational Restructuring

The Company initiated a restructuring program in the fourth quarter of 2007 intended to create a more efficient organization which resulted in the reduction of employees in the Company’s corporate, sales and supply chain functions. The table below summarizes the charges for the nine months ended September 30, 2008 and 2007, the cumulative costs to date, and the anticipated future costs by operating segment (in millions):

	Costs for the
	Nine Months Ended				Cumulative		Anticipated
	September 30,				Costs to		Future
	2008		2007		Date		Costs
Beverage Concentrates	$	7	$	—	$	22	$	2
Finished Goods		4		—		10		—
Bottling Group		—		—		5		—
Mexico and the Caribbean		1		—		2		—
Corporate		7		—		12		1
Total	$	19	$	—	$	51	$	3

Integration of the Bottling Group

In conjunction with the formation of the Bottling Group segment in 2006, the Company began the integration of the Bottling Group business, which included standardization of processes within the Bottling Group as well as integration of the Bottling Group with the other operations of the Company. The table below summarizes the charges for the nine months ended September 30, 2008 and 2007, the cumulative costs to date, and the anticipated future costs by operating segment (in millions):

	Costs for the
	Nine Months Ended				Cumulative		Anticipated
	September 30,				Costs to		Future
	2008		2007		Date		Costs
Bottling Group	$	4	$	9	$	21	$	5
Beverage Concentrates		2		6		11		—
Total	$	6	$	15	$	32	$	5

Integration of Technology Facilities

In 2007, the Company began a program to integrate its technology facilities. Charges for the integration of technology facilities were $3 million for the nine months ended September 30, 2008, and $4 million for the nine months ended September 30, 2007. The Company has incurred $7 million to date and expects to incur $4 million additional charges related to the integration of technology facilities during the remainder of 2008 related to this program.

Facility Closure

The Company closed a facility related to the Finished Goods segment’s operations in 2007. Charges were $1 million and $7 million for the nine months ended September 30, 2008 and 2007, respectively. The Company does not expect to incur significant additional charges related to facility closures during the remainder of 2008.

F-19

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

10.   Employee Benefit Plans

The following table sets forth the components of pension and other benefits cost for the nine months ended September 30, 2008 and 2007 (in millions):

	For the Nine Months Ended September 30,
	2008			2007			2008		2007
							Postretirement
	Pension Plans						Benefit Plans
Service cost	$	9		$	11		$	1	$	1
Interest cost		15			15			1		1
Expected return on assets		(14	)		(14	)		—		—
Recognition of actuarial gain/(loss)		3			4			—		—
Curtailment		2			—			—		—
Net periodic benefit costs	$	15		$	16		$	2	$	2

The estimated prior service cost, transitional obligation and estimated net loss for the U.S. plans that will be amortized from accumulated other comprehensive loss into periodic benefit cost in 2008 is each less than $1 million.

In the third quarter of 2008, DPS’ Compensation Committee approved the suspension of one of the Company’s principal defined benefit pension plans. Effective December 31, 2008, participants in the plan will not earn additional benefits for future services or salary increases. However, current participants will be eligible to participate in DPS’ defined contribution plan effective January 1, 2009. Accordingly, the Company recorded a pension curtailment charge of $2 million in the third quarter of 2008.

Effective January 1, 2008, the Company separated its pension plans which historically contained participants of both the Company and other Cadbury global companies. As a result, the Company re-measured the projected benefit obligation of the separated pension plans and recorded the assumed liabilities and assets based on the number of employees associated with DPS. The re-measurement resulted in an increase of approximately $71 million to other non-current liabilities and a decrease of approximately $66 million to accumulated other comprehensive income (“AOCI”), a component of invested equity.

The Company contributed $17 million to its pension plans during the nine months ended September 30, 2008, and does not expect to contribute additional amounts to these plans during the remainder of 2008.

11.   Stock-Based Compensation and Cash Incentive Plans

Stock-Based Compensation

The components of stock-based compensation expense for the nine months ended September 30, 2008 and 2007 are presented below (in millions):

	For the
	Nine Months Ended
	September 30,
	2008		2007
Plans sponsored by Cadbury	$	3	$	14
DPS stock options and restricted stock units		4		—
Total stock-based compensation expense	$	7	$	14

F-20

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Prior to the Company’s separation from Cadbury, certain of its employees participated in stock-based compensation plans sponsored by Cadbury. These plans provided employees with stock or options to purchase stock in Cadbury. The expense incurred by Cadbury for stock or stock options granted to DPS’ employees has been reflected in the Company’s Condensed Consolidated Statements of Operations in selling, general, and administrative expenses. The interests of the Company’s employees in certain Cadbury benefit plans were converted into one of three Company plans which were approved by the Company’s sole stockholder on May 5, 2008. As a result of this conversion, the participants in these three plans are fully vested in and will receive shares of common stock of the Company on designated future dates. The aggregate number of shares that is to be distributed under these plans is 512,580 shares of the Company’s common stock. Pursuant to SFAS No. 123R, Share-Based Payment (“SFAS 123R”), this conversion qualified as a modification of an existing award and resulted in the recognition of a one-time incremental stock-based compensation expense of less than $1 million which was recorded during the nine months ended September 30, 2008.

In connection with the separation from Cadbury, on May 5, 2008, Cadbury Schweppes Limited, the Company’s sole stockholder, approved (a) the Company’s Omnibus Stock Incentive Plan of 2008 (the “Stock Plan”) and authorized up to 9 million shares of the Company’s common stock to be issued under the Stock Plan and (b) the Company’s Employee Stock Purchase Plan (“ESPP”) and authorized up to 2,250,000 shares of the Company’s common stock to be issued under the ESPP. Subsequent to May 7, 2008, the Compensation Committee has granted under the Stock Plan (a) options to purchase shares of the Company’s common stock, which vest ratably over three years commencing with the first anniversary date of the option grant, and (b) restricted stock units (“RSUs”), with the substantial portion of such restricted stock units vesting on the third anniversary date of the grant, with each restricted stock unit to be settled for one share of the Company’s common stock on the respective vesting date of the restricted stock unit. The ESPP has not been implemented and no shares have been issued under that plan.

The table below summarizes information about the stock options and RSUs outstanding as of September 30, 2008.

	Restricted Stock Units		Stock Options
Number outstanding		1,023,804		1,177,186
Weighted average exercise price per share	$	24.97	$	25.30

The Company accounts for stock-based awards under the provisions of SFAS 123R, which requires measurement of compensation cost for stock-based awards at fair value and recognition of compensation cost over the service period, net of estimated forfeitures. The fair value of restricted stock units is determined based on the number of units granted and the grant date fair value of common stock. The fair value of each stock option is estimated on the date of grant using the Black-Scholes-Merton option-pricing model with the weighted average assumptions as detailed in the table below. Because the Company lacks a meaningful set of historical data upon which to develop valuation assumptions, DPS has elected to develop certain valuation assumptions based on information disclosed by similarly-situated companies, including multi-national consumer goods companies of similar market capitalization and large food and beverage industry companies which have experienced an initial public offering since June 2001.

Fair value of options at grant date	$	7.37
Risk free interest rate		3.27	%
Expected term of options		5.8 years
Dividend yield		—	%
Expected volatility		22.26	%

The strike price for the options and the value of the restricted stock units granted were based on a share price of $25.36, which was the volume weighted average price at which the Company’s shares traded on May 7, 2008, the first day the Company’s shares were publicly-traded.

F-21

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Cash Incentive Plans

On July 22, 2008, DPS’ Compensation Committee approved a change in the Cash Incentive Plan for the six months ended December 31, 2008, so that awards will be based on performance against the measures of gross profit (weighted at 40%) and net income (weighted at 60%). The Compensation Committee determined that these performance measures were a more appropriate measure of the Company’s performance. Cash Incentive Plan performance measures for the six months ending June 30, 2008, remained unchanged, namely, underlying operating profit (weighted to 60%) and net sales (weighted to 40%).

12.   Earnings Per Share

Basic earnings per share (“EPS”) is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the assumed conversion of all dilutive securities. The following table sets forth the computation of basic EPS utilizing the net income for the respective period and the Company’s basic shares outstanding (in millions, except per share data):

	For the Nine
	Months Ended
	September 30,
	2008		2007
Basic EPS:
Net income	$	309	$	359
Weighted average common shares outstanding(1)		254.0		253.7
Earnings per common share — basic	$	1.21	$	1.42

The following table presents the computation of diluted EPS (dollars in millions, except per share amounts):

	For the Nine
	Months Ended
	September 30,
	2008		2007
Diluted EPS:
Net income	$	309	$	359
Weighted average common shares outstanding(1)		254.0		253.7
Effect of dilutive securities:
Stock options and restricted stock units(2)		—		—
Weighted average common shares outstanding and common stock equivalents		254.0		253.7
Earnings per common share — diluted	$	1.21	$	1.42

(1)

For all periods prior to May 7, 2008, the date DPS distributed the common stock of DPS to Cadbury plc shareholders, the same number of shares is being used for diluted EPS as for basic EPS as no common stock of DPS was previously outstanding and no DPS equity awards were outstanding for the prior periods. Subsequent to May 7, 2008, the number of basic shares includes the 512,580 shares related to former Cadbury benefit plans converted to DPS shares on a daily volume weighted average. See Note 11 for information regarding the Company’s stock-based compensation plans.

(2)

Anti-dilutive weighted average options totaling 0.7 million shares were excluded from the diluted weighted average shares outstanding for the nine months ended September 30, 2008.

F-22

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

13.   Derivatives

DPS mitigates the exposure to volatility in the floating interest rate on borrowings under its senior unsecured credit facility through the use of interest rate swaps that effectively convert variable interest rates to fixed rates. The intent of entering into the interest rate swaps is to protect the Company’s overall profitability from adverse interest rate changes. During the third quarter of 2008, the Company entered into interest rate swaps. The swaps were effective September 30, 2008. The notional amounts of the swaps are $500 million and $1,200 million with durations of six months and 15 months, respectively.

The Company accounts for qualifying interest rate swaps as cash flow hedges utilizing SFAS 133. Interest rate swaps entered into that meet established accounting criteria are formally designated as cash flow hedges. DPS assesses hedge effectiveness and measures hedge ineffectiveness at least quarterly throughout the designated period. The effective portion of the gain or loss on the interest rate swaps is recorded, net of applicable taxes, in AOCI, a component of Stockholders’ Equity in the Condensed Consolidated Balance Sheets. When net income is affected by the variability of the underlying cash flow, the applicable offsetting amount of the gain or loss from the interest rate swaps that is deferred in AOCI will be released to net income and will be reported as a component of interest expense in the Consolidated Statements of Operations. As of September 30, 2008, less than $1 million was recorded in AOCI related to interest rate swaps. During the nine months ended September 30, 2008, no amounts were reclassified from AOCI to net income. Changes in the fair value of the interest rate swaps that do not effectively offset changes in the fair value of the underlying hedged item throughout the designated hedge period (“ineffectiveness”) are recorded in net income each period. For the nine months ended September 30, 2008, there was no hedge ineffectiveness recognized in net income. As of September 30, 2008, the estimated net amount of the existing gains or losses expected to be reclassified into earnings within the next 12 months was less than $1 million.

Additionally, DPS mitigates the exposure to volatility in the prices of certain commodities the Company uses in its production process through the use of futures contracts and supplier pricing agreements. The intent of contracts and agreements is to protect the Company’s operating margins and overall profitability from adverse price changes. The Company enters into futures contracts that economically hedge certain of its risks, although hedge accounting may not apply. In these cases, there exists a natural hedging relationship in which changes in the fair value of the instruments act as an economic offset to changes in the fair value of the underlying item(s). Changes in the fair value of these instruments are recorded in net income throughout the term of the derivative instrument and are reported in the same line item of the Consolidated Statements of Operations as the hedged transaction.

For more information on the valuation of these derivative instruments, see Note 14.

14.   Fair Value

Effective January 1, 2008, the Company adopted SFAS 157, which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. SFAS 157 provides a framework for measuring fair value and establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. The three-level hierarchy for disclosure of fair value measurements is as follows:

Level 1 — Quoted market prices in active markets for identical assets or liabilities.

Level 2 — Observable inputs such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

Level 3 — Valuations with one or more unobservable significant inputs that reflect the reporting entity’s own assumptions.

F-23

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

FSP FAS 157-2 delayed the effective date for all nonfinancial assets and liabilities until January 1, 2009, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis. The following table presents the fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of September 30, 2008 (in millions):

	Level 1		Level 2		Level 3
Commodity futures	$	—	$	—	$	—
Interest rate swaps		—		1		—
Total assets	$	—	$	1	$	—
Interest rate swaps	$	—	$	1	$	—
Total liabilities	$	—	$	1	$	—

15.   Commitments and Contingencies

Legal Matters

The Company is occasionally subject to litigation or other legal proceedings. Set forth below is a description of the Company’s significant pending legal matters. Although the estimated range of loss, if any, for the pending legal matters described below cannot be estimated at this time, the Company does not believe that the outcome of these, or any other, pending legal matters, individually or collectively, will have a material adverse effect on the business or financial condition of the Company although such matters may have a material adverse effect on the Company’s results of operations or cash flows in a particular period.

Snapple Distributor Litigation

In 2004, one of the Company’s subsidiaries, Snapple Beverage Corp., and several affiliated entities of Snapple Beverage Corp., including Snapple Distributors Inc., were sued in United States District Court, Southern District of New York, by 57 area route distributors for alleged price discrimination, breach of contract, retaliation, tortious interference and breach of the implied duty of good faith and fair dealings arising out of their respective area route distributor agreements. Each plaintiff sought damages in excess of $225 million. The plaintiffs initially filed the case as a class action but withdrew their class certification motion. They proceeded as individual plaintiffs but the cases were consolidated for discovery and procedural purposes. On September 14, 2007, the court granted the Company’s motion for summary judgment, dismissing the plaintiffs’ federal claims of price discrimination and dismissing, without prejudice, the plaintiffs’ remaining claims under state law. The plaintiffs filed an appeal of the decision and both parties have filed appellate briefs and are awaiting the court’s decision. Also, the plaintiffs may decide to re-file the state law claims in state court. The Company believes it has meritorious defenses with respect to the appeal and will defend itself vigorously. However, there is no assurance that the outcome of the appeal, or any trial, if claims are refiled, will be in the Company’s favor.

Snapple Litigation — Labeling Claims

Holk and Weiner

In 2007, Snapple Beverage Corp. was sued by Stacy Holk, in New Jersey Superior Court, Monmouth County. The Holk case was filed as a class action. Subsequent to filing, the Holk case was removed to the United States District Court, District of New Jersey. Holk alleges that Snapple’s labeling of certain of its drinks is misleading and/or deceptive and seeks unspecified damages on behalf of the class, including enjoining Snapple from various labeling practices, disgorging profits, reimbursing of monies paid for product and treble damages. Snapple filed a motion to dismiss the Holk case on a variety of grounds. On June 12, 2008, the district court granted Snapple’s Motion to Dismiss and the Holk case was dismissed. The plaintiff has filed an appeal of the order dismissing the case.

F-24

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In 2007 the attorneys in the Holk case filed a new action in New York on behalf of plaintiff, Evan Weiner, with substantially the same allegations and seeking the same damages as in the Holk case. The Company has filed a motion to dismiss the Weiner case on a variety of grounds. The Weiner case is currently stayed pending the outcome of the Holk case.

The Company believes it has meritorious defenses to the claims asserted in the Holk and Weiner cases and will defend itself vigorously. However, there is no assurance that the outcome of either case will be favorable to the Company.

Ivey

In May 2008, a class action lawsuit was filed in the Superior Court for the State of California, County of Los Angeles, by Ray Ivey against Snapple Beverage Corp. and other affiliates. The plaintiff alleged that Snapple’s labeling of its lemonade juice drink violates California’s Unfair Competition Law and Consumer Legal Remedies Act and constitutes fraud under California statutes. The case has been settled. DPS paid a nominal amount and the plaintiff dismissed his action with prejudice to refiling.

Nicolas Steele v. Seven Up/RC Bottling Company Inc.
Robert Jones v. Seven Up/RC Bottling Company of Southern California, Inc.
California Wage Audit

In 2007, one of the Company’s subsidiaries, Seven Up/RC Bottling Company Inc., was sued by Nicolas Steele, and in a separate action by Robert Jones, in each case in Superior Court in the State of California (Orange County), alleging that its subsidiary failed to provide meal and rest periods and itemized wage statements in accordance with applicable California wage and hour law. The cases have been filed as class actions. The classes, which have not yet been certified, consist of employees who have held a merchandiser or delivery driver position in California in the past three years. The potential class size could be substantially higher due to the number of individuals who have held these positions over the three year period. On behalf of the classes, the plaintiffs claim lost wages, waiting time penalties and other penalties for each violation of the statute. The Company believes it has meritorious defenses to the claims asserted and will defend itself vigorously. However, there is no assurance that the outcome of this matter will be in its favor.

The Company has been requested to conduct an audit of its meal and rest periods for all non-exempt employees in California at the direction of the California Department of Labor. At this time, the Company has declined to conduct such an audit until there is judicial clarification of the intent of the statute. The Company cannot predict the outcome of such an audit.

Environmental, Health and Safety Matters

The Company operates many manufacturing, bottling and distribution facilities. In these and other aspects of the Company’s business, it is subject to a variety of federal, state and local environment, health and safety laws and regulations. The Company maintains environmental, health and safety policies and a quality, environmental, health and safety program designed to ensure compliance with applicable laws and regulations. However, the nature of the Company’s business exposes it to the risk of claims with respect to environmental, health and safety matters, and there can be no assurance that material costs or liabilities will not be incurred in connection with such claims. However, the Company is not currently named as a party in any judicial or administrative proceeding relating to environmental, health and safety matters which would materially affect its operations.

Compliance Matters

The Company is currently undergoing an unclaimed property audit for the years 1981 through 2008 and spanning nine states and seven of the Company’s entities within the Bottling Group. The audit is expected to be

F-25

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

completed during 2009 and the audit findings will be delivered upon completion. The Company does not currently have sufficient information from the audit results to estimate liability that will result from this audit.

16.   Segments

Due to the integrated nature of DPS’ business model, the Company manages its business to maximize profitability for the Company as a whole. While the Company was a subsidiary of Cadbury, it historically maintained its books and records, managed its business and reported its results based on International Financial Reporting Standards (“IFRS”). DPS’ segment information has been prepared and presented on the basis which management uses to assess the performance of the Company’s segments, which is principally in accordance with IFRS. In addition, the Company’s current segment reporting structure is largely the result of acquiring and combining various portions of its business over the past several years. As a result, profitability trends in individual segments may not be consistent with the profitability of the company as a whole or comparable to DPS’ competitors.

The Company presents segment information in accordance with SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information, which established reporting and disclosure standards for an enterprise’s operating segments. Operating segments are defined as components of an enterprise that are businesses, for which separate financial information is available, and for which the financial information is regularly reviewed by the Company leadership team.

As of September 30, 2008, the Company’s operating structure consisted of the following four operating segments:

•  The Beverage Concentrates segment reflects sales from the manufacturer of concentrates and syrup of the Company’s brands in the United States and Canada. Most of the brands in this segment are carbonated soft drinks brands.

•  The Finished Goods segment reflects sales from the manufacture and distribution of finished beverages and other products in the United States and Canada. Most of the brands in this segment are non-carbonated beverages brands.

•  The Bottling Group segment reflects sales from the manufacture, bottling and/or distribution of finished beverages, including sales of the Company’s own brands and third party owned brands.

•  The Mexico and the Caribbean segment reflects sales from the manufacture, bottling and/or distribution of both concentrates and finished beverages in those geographies.

The Company has significant intersegment transactions. For example, the Bottling Group segment purchases concentrates at an arm’s length price from the Beverage Concentrates segment. In addition, the Bottling Group segment purchases finished beverages from the Finished Goods segment and the Finished Goods segment purchases finished beverages from the Bottling Group segment. These sales are eliminated in preparing the Company’s consolidated results of operations. Intersegment transactions are included in segments’ net sales results.

The Company incurs selling, general and administrative expenses in each of its segments. In the Company’s segment reporting, the selling, general and administrative expenses of the Bottling Group, and Mexico and the Caribbean segments relate primarily to those segments. However, as a result of the Company’s historical segment reporting policies, certain combined selling activities that support the Beverage Concentrates and Finished Goods segments have not been proportionally allocated between those two segments. The Company also incurs certain centralized functions and corporate costs that support its entire business, which have not been allocated to its respective segments but rather have been allocated to the Beverage Concentrates segment.

Segment results are based on management reports, which are prepared in accordance with International Financial Reporting Standards. Net sales and underlying operating profit (loss) (“UOP”) are the significant financial measures used to measure the operating performance of the Company’s operating segments.

F-26

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

UOP represents a non-GAAP measure of income from operations and is defined as income from operations before restructuring costs, non-trading items, interest, amortization and impairment of intangibles. To reconcile the segments’ total UOP to the Company’s total income from operations on a U.S. GAAP basis, adjustments are primarily required for: (1) restructuring costs, (2) non-cash compensation charges on stock option awards, (3) amortization and impairment of intangibles and (4) incremental pension costs. Depreciation expense is included in the operating segments. In addition, adjustments are required for unallocated general and administrative expenses and other items. To reconcile UOP to the line item income before provision for income taxes and equity in earnings of unconsolidated subsidiaries as reported on a U.S. GAAP basis, additional adjustments are required, primarily for interest expense, interest income, and other expense (income).

Information about the Company’s operations by operating segment for the nine months ended September 30, 2008 and 2007 is as follows (in millions):

	For the Nine
	Months Ended
	September 30,
	2008			2007(2)
Segment Results — Net Sales
Beverage Concentrates	$	1,001		$	1,004
Finished Goods		1,254			1,174
Bottling Group		2,360			2,388
Mexico and the Caribbean		324			313
Intersegment eliminations and impact of foreign currency(1)		(570	)		(532	)
Net sales as reported	$	4,369		$	4,347

(1) Total segment net sales include Beverage Concentrates and Finished Goods sales to the Bottling Group segment and Bottling Group segment sales to Beverage Concentrates and Finished Goods. These sales are detailed below. Intersegment sales are eliminated in the unaudited Condensed Consolidated Statement of Operations. The impact of foreign currency totaled $18 million and $2 million for the nine months ended September 30, 2008 and 2007, respectively.

	For the Nine Months Ended September 30,
	2008			2007(2)
Beverage Concentrates	$	(294	)	$	(281	)
Finished Goods		(236	)		(217	)
Bottling Group		(58	)		(36	)
Total intersegment sales	$	(588	)	$	(534	)

(2) Intersegment revenue eliminations in the Bottling Group and Finished Goods segments have been reclassified from revenues to intersegment elimination and impact of foreign currency.

F-27

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	For the Nine Months Ended September 30,
	2008			2007
Segment Results — UOP, Adjustments and Interest Expense
Beverage Concentrates UOP	$	552		$	541
Finished Goods UOP(1)		197			159
Bottling Group UOP(1)		(23	)		60
Mexico and the Caribbean UOP		77			75
LIFO inventory adjustment		(17	)		(7	)
Intersegment eliminations and impact of foreign currency		(10	)		(2	)
Adjustments(2)		(108	)		(95	)
Income from operations		668			731
Interest expense, net		(169	)		(157	)
Other expense		8			2
Income before provision for income taxes and equity in earnings of unconsolidated subsidiaries as reported	$	507		$	576

(1)	UOP for the nine months ended September 30, 2007, for the Bottling Group and Finished Goods segment has been recast to reallocate $43 million of intersegment profit allocations to conform to the change in 2008 management reporting of segment UOP. The allocations for the full year 2007 totaled $54 million.
(2)	Adjustments consist of the following:

	For the Nine Months Ended September 30,
	2008			2007
Restructuring costs	$	(31	)	$	(36	)
Transaction costs and other one time separation costs		(29	)		—
Unallocated general and administrative expenses		(24	)		(30	)
Stock-based compensation expense		(7	)		(14	)
Amortization expense related to intangible assets		(21	)		(20	)
Incremental pension costs		(4	)		(1	)
Gain on disposal of property and intangible assets, net		3			—
Other		5			6
Total	$	(108	)	$	(95	)

17.   Related Party Transactions

Separation from Cadbury

Upon the Company’s separation from Cadbury, the Company settled outstanding receivable, debt and payable balances with Cadbury except for amounts due under the Separation and Distribution Agreement, Transition Services Agreement, Tax Indemnity Agreement, and Employee Matters Agreement. Post separation, there were no expenses allocated to DPS from Cadbury. See Note 2 for information on the accounting for the separation from Cadbury.

F-28

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Allocated Expenses

Cadbury allocated certain costs to the Company, including costs for certain corporate functions provided for the Company by Cadbury. These allocations were based on the most relevant allocation method for the services provided. To the extent expenses were paid by Cadbury on behalf of the Company, they were allocated based upon the direct costs incurred. Where specific identification of expenses was not practicable, the costs of such services were allocated based upon the most relevant allocation method to the services provided, primarily either as a percentage of net sales or headcount of the Company. The Company was allocated $6 million and $113 million for the nine months ended September 30, 2008 and 2007, respectively. Beginning January 1, 2008, the Company directly incurred and recognized a significant portion of these costs, thereby reducing the amounts subject to allocation through the methods described above.

Cash Management

The Company’s cash was historically available for use and was regularly swept by Cadbury operations in the United States at its discretion. Cadbury also funded the Company’s operating and investing activities as needed. Transfers of cash, both to and from Cadbury’s cash management system, were reflected as a component of Cadbury’s net investment in the Company’s Consolidated Balance Sheets. Post separation, the Company has funded its liquidity needs from cash flow from operations.

Receivables

The Company held a note receivable balance with wholly-owned subsidiaries of Cadbury with outstanding principal balances of $1,527 million as of December 31, 2007. The Company recorded $19 million and $37 million of interest income for the nine months ended September 30, 2008 and 2007, respectively.

The Company had other related party receivables of $66 million as of December 31, 2007, which primarily related to taxes, accrued interest receivable from the notes with wholly owned subsidiaries of Cadbury and other operating activities.

Debt and Payables

Prior to separation, the Company had a variety of debt agreements with other wholly-owned subsidiaries of Cadbury that were unrelated to the Company’s business. As of December 31, 2007, outstanding debt totaled $3,019 million with $126 million recorded in current portion of long-term debt payable to related parties.

The related party payable balance of $175 million as of December 31, 2007, represented non-interest bearing payable balances with companies owned by Cadbury, related party accrued interest payable associated with interest bearing notes and related party payables for sales of goods and services with companies owned by Cadbury.

The Company recorded interest expense of $67 million and $172 million for the nine months ended September 30, 2008 and 2007, respectively, related to interest bearing related party debt.

18.   Guarantor and Non-Guarantor Financial Information

The Company’s 6.12% senior notes due 2013, 6.82% senior notes due 2018 and 7.45% senior notes due 2038 (the “notes”) are fully and unconditionally guaranteed by substantially all of the Company’s existing and future direct and indirect domestic subsidiaries (except two immaterial subsidiaries associated with the Company’s charitable foundations) (the “guarantors”), as defined in the indenture governing the notes. The guarantors are wholly-owned either directly or indirectly by the Company and jointly and severally guarantee the Company’s obligations under the notes. None of the Company’s subsidiaries organized outside of the United States guarantee the notes.

F-29

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following schedules present the guarantor and non-guarantor information as of and for the nine months ended September 30, 2008 and 2007. The consolidating schedules are provided in accordance with the reporting requirements for guarantor subsidiaries.

On May 7, 2008, Cadbury plc transferred its Americas Beverages business to Dr Pepper Snapple Group, Inc., which became an independent publicly-traded company. Prior to the transfer, Dr Pepper Snapple Group, Inc. did not have any operations. Accordingly, activity for Dr Pepper Snapple Group, Inc (the “parent”) is reflected in the consolidating statements from May 7, 2008 forward.

	Condensed Consolidating Statement of Operations
	for the Nine Months Ended September 30, 2008
	Parent			Guarantor			Non-Guarantor			Eliminations			Total
							(In millions)
Net sales	$	—		$	3,918		$	463		$	(12	)	$	4,369
Cost of sales		—			1,827			188			(12	)		2,003
Gross profit		—			2,091			275			—			2,366
Selling, general and administrative expenses		—			1,436			150			—			1,586
Depreciation and amortization		—			77			7			—			84
Restructuring costs		—			29			2			—			31
Gain on disposal of property and intangible assets, net		—			(1	)		(2	)		—			(3	)
Income from operations		—			550			118			—			668
Interest expense		133			225			—			(159	)		199
Interest income		(84	)		(98	)		(7	)		159			(30	)
Other (income) expense		—			(10	)		2			—			(8	)
Income before provision for income taxes and equity in earnings of subsidiaries		(49	)		433			123			—			507
Provision for income taxes		(19	)		178			40			—			199
Income before equity in earnings of subsidiaries		(30	)		255			83			—			308
Equity in earnings of consolidated subsidiaries		221			58			—			(279	)		—
Equity in earnings of unconsolidated subsidiaries		—			—			1			—			1
Net Income	$	191		$	313		$	84		$	(279	)	$	309

F-30

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Condensed Consolidating Statement of Operations
	for the Nine Months Ended September 30, 2007
	Parent		Guarantor			Non-Guarantor			Eliminations			Total
						(In millions)
Net sales	$	—	$	3,932		$	423		$	(8	)	$	4,347
Cost of sales		—		1,814			178			(8	)		1,984
Gross profit		—		2,118			245			—			2,363
Selling, general and administrative expenses		—		1,387			140			—			1,527
Depreciation and amortization		—		64			5			—			69
Restructuring cost		—		27			9			—			36
Income from operations		—		640			91			—			731
Interest expense		—		167			28			—			195
Interest income		—		(29	)		(9	)		—			(38	)
Other (income) expense		—		—			(2	)		—			(2	)
Income before provision for income taxes and equity in earnings of subsidiaries		—		502			74			—			576
Provision for income taxes		—		196			22			—			218
Income before equity in earnings of subsidiaries		—		306			52			—			358
Equity in earnings of consolidated subsidiaries		—		4			—			(4	)		—
Equity in earnings of unconsolidated subsidiaries		—		—			1			—			1
Net income	$	—	$	310		$	53		$	(4	)	$	359

F-31

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Condensed Consolidating Balance Sheet
	As of September 30, 2008
	Parent		Guarantor		Non-Guarantor		Eliminations			Total
	(In millions)
Current assets:
Cash and cash equivalents	$	—	$	140	$	99	$	—		$	239
Accounts receivable:
Trade (net of allowances of $0, $13, $3 and $16, respectively)		—		461		60		—			521
Other		—		66		2		—			68
Related party receivable		30		459		7		(496	)		—
Inventories		—		302		28		—			330
Deferred tax assets		—		64		4		—			68
Prepaid and other current assets		19		89		4		—			112
Total current assets		49		1,581		204		(496	)		1,338
Property, plant and equipment, net		—		882		63		—			945
Investments in consolidated subsidiaries		3,487		446		—		(3,933	)		—
Investments in unconsolidated subsidiaries		—		—		13		—			13
Goodwill		—		3,142		28		—			3,170
Other intangible assets, net		—		3,505		90		—			3,595
Long-term receivable, related parties		3,938		—		—		(3,938	)		—
Other non-current assets		70		495		7		—			572
Non-current deferred tax assets		—		30		159		—			189
Total assets	$	7,544	$	10,081	$	564	$	(8,367	)	$	9,822
Current liabilities:
Accounts payable and accrued expenses	$	56	$	744	$	62	$	—		$	862
Related party payable		436		36		24		(496	)		—
Current portion of long-term debt payable to third parties		35		—		—		—			35
Income taxes payable		—		—		6		—			6
Total current liabilities		527		780		92		(496	)		903
Long-term debt payable to third parties		3,570		17		—		—			3,587
Long-term debt payable to related parties		—		3,938		—		(3,938	)		—
Deferred tax liabilities		—		1,256		20		—			1,276
Other non-current liabilities		117		603		6		—			726
Total liabilities		4,214		6,594		118		(4,434	)		6,492
Total equity		3,330		3,487		446		(3,933	)		3,330
Total liabilities and equity	$	7,544	$	10,081	$	564	$	(8,367	)	$	9,822

F-32

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Condensed Consolidating Balance Sheet
	As of December 31, 2007
	Parent		Guarantor		Non-Guarantor		Eliminations			Total
	(In millions)
Current assets:
Cash and cash equivalents	$	—	$	28	$	39	$	—		$	67
Accounts receivable:
Trade (net of allowances of $0, $16, $4, $0 and $20, respectively)		—		464		74		—			538
Other		—		58		1		—			59
Related party receivable		—		61		9		(4	)		66
Note receivable from related parties		—		1,317		210		—			1,527
Inventories		—		296		29		—			325
Deferred tax assets		—		71		10		—			81
Prepaid and other current assets		—		72		4		—			76
Total current assets		—		2,367		376		(4	)		2,739
Property, plant and equipment, net		—		796		72		—			868
Investments in consolidated subsidiaries		—		89		—		(89	)		—
Investments in unconsolidated subsidiaries		—		—		13		—			13
Goodwill		—		3,156		27		—			3,183
Other intangible assets, net		—		3,526		91		—			3,617
Other non-current assets		—		98		3		(1	)		100
Non-current deferred tax assets		—		—		8		—			8
Total assets	$	—	$	10,032	$	590	$	(94	)	$	10,528
Current liabilities:
Accounts payable and accrued expenses	$	—	$	748	$	64	$	—		$	812
Related party payable		—		143		36		(4	)		175
Current portion of long-term debt payable to related parties		—		126		—		—			126
Income taxes payable		—		15		7		—			22
Total current liabilities		—		1,032		107		(4	)		1,135
Long-term debt payable to third parties		—		19		—		—			19
Long-term debt payable to related parties		—		2,893		—		—			2,893
Deferred tax liabilities		—		1,289		35		—			1,324
Other non-current liabilities		—		126		11		(1	)		136
Total liabilities		—		5,359		153		(5	)		5,507
Total equity		—		4,673		437		(89	)		5,021
Total liabilities and equity	$	—	$	10,032	$	590	$	(94	)	$	10,528

F-33

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Condensed Consolidated Statement of Cash Flows
	for the Nine Months Ended September 30, 2008
	Parent			Guarantor			Non-Guarantor			Eliminations			Total
							(In millions)
Operating activities:
Net cash provided by operating activities	$	(47	)	$	460		$	110		$	—		$	523
Investing activities:
Purchases of property, plant and equipment		—			(196	)		(7	)		—			(203	)
Issuances of notes receivable, net		(3,888	)		(598	)		(27	)		4,348			(165	)
Proceeds from repayments of notes receivable, net		—			1,488			76			(24	)		1,540
Other, net		—			(1	)		4			—			3
Net cash (used in) provided by investing activities		(3,888	)		693			46			4,324			1,175
Financing activities:
Proceeds from issuance of long-term debt related to separation		—			1,615			—			—			1,615
Proceeds from issuance of long-term debt related to guarantor/ non-guarantor		436			3,888			24			(4,348	)		—
Proceeds from senior unsecured credit facility		2,200			—			—			—			2,200
Proceeds from senior unsecured notes		1,700			—			—			—			1,700
Proceeds from bridge loan facility		1,700			—			—			—			1,700
Repayment of long-term debt related to separation		—			(4,653	)		(11	)		—			(4,664	)
Repayment of long-term debt related to guarantor/non-guarantor		—			—			(24	)		24			—
Repayment of senior unsecured credit facility		(295	)		—			—			—			(295	)
Repayment of bridge loan facility		(1,700	)		—			—			—			(1,700	)
Deferred financing charges paid		(106	)		—			—			—			(106	)
Cash distributions to Cadbury		—			(1,989	)		(76	)		—			(2,065	)
Change in the Cadbury’s net investment		—			100			(6	)		—			94
Other, net		—			(2	)		—			—			(2	)
Net cash provided by (used in) financing activities		3,935			(1,041	)		(93	)		(4,324	)		(1,523	)
Cash and cash equivalents — net change from:
Operating, investing and financing activities		—			112			63			—			175
Currency translation		—			—			(3	)		—			(3	)
Cash and cash equivalents at beginning of period		—			28			39			—			67
Cash and cash equivalents at end of period	$	—		$	140		$	99		$	—		$	239

F-34

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Condensed Consolidated Statement of Cash Flows
	for the Nine Months Ended September 30, 2007
	Parent		Guarantor			Non-Guarantor			Eliminations		Total
	(In millions)
Operating activities:
Net cash provided by operating activities	$	—	$	593		$	113		$	—	$	706
Investing activities:
Acquisition of subsidiaries, net of cash		—		(20	)		—			—		(20	)
Purchases of investments and intangibles		—		(4	)		—			—		(4	)
Proceeds from disposals of investments and other assets		—		—			—			—		—
Purchases of property, plant and equipment		—		(113	)		(10	)		—		(123	)
Proceeds from disposals of property, plant and equipment		—		—			1			—		1
Group transfer of property, plant and equipment		—		—			—			—		—
Issuances of notes receivable, net		—		(1,421	)		(408	)		—		(1,829	)
Proceeds from repayments of notes receivable, net		—		448			77			—		525
Net cash used in investing activities		—		(1,110	)		(340	)		—		(1,450	)
Financing activities:
Proceeds from issuance of long-term debt		—		2,803			—			—		2,803
Repayment long-term debt		—		(2,937	)		(295	)		—		(3,232	)
Excess tax benefit on stock-based compensation		—		4			—			—		4
Change in the parent’s net investment		—		647			520			—		1,167
Net cash provided by financing activities		—		517			225			—		742
Cash and cash equivalents — net change from:
Operating, investing and financing activities		—		—			(2	)		—		(2	)
Currency translation		—		—			1			—		1
Cash and cash equivalents at beginning of period		—		16			19			—		35
Cash and cash equivalents at end of period	$	—	$	16		$	18		$	—	$	34

19.   Restatement of Unaudited Condensed Consolidated Statement of Cash Flows for the Nine Months Ended September 30, 2007

Prior to the issuance of the Company’s audited combined financial statements as of and for the year ended December 31, 2007, the Company determined that the unaudited condensed combined statements of cash flows for the nine months ended September 30, 2007, needed to be restated to eliminate previously reported cash flows of non-cash tax reclassifications. As a result, net cash provided by operating activities and net cash used in financing activities decreased by $51 million in the interim period. The Company’s combined financial statements for the year ended December 31, 2007, issued with the Registration Statement on Form 10 (effective April 22, 2008) appropriately reported the non-cash tax reclassifications.

F-35

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The impact of the cash flow restatement for the nine months ended September 30, 2007 is as follows (in millions):

	As Reported in the
	Form 10 Filed						As
	February 12, 2007			Adjustment			Restated
Operating activities:
Deferred income taxes	$	(36	)	$	39		$	3
Other non-current liabilities	$	71		$	(90	)	$	(19	)
Net cash provided by operating activities	$	757		$	(51	)	$	706
Financing activities:
Change in Cadbury’s net investment	$	1,305		$	51		$	1,356
Net cash used in financing activities	$	691		$	51		$	742

20.   Subsequent Events

In a letter dated October 10, 2008, the Company received formal notification from Hansen Natural Corporation (“Hansen”), terminating DPS’ agreements to distribute Monster Energy as well as Hansen’s other beverage brands in certain markets in the United States effective November 10, 2008. For the nine months ended September 30, 2008, DPS generated approximately $170 million and approximately $30 million in revenue and operating profits, respectively, from sales of Hansen brands to third parties in the United States. The Company expects to write off approximately $3 million of intangible assets and is negotiating the settlement with Hansen under the terms of the contract.

On November 12, 2008, the Company amended the Guaranty Agreement dated May 7, 2008, between certain of DPS’ subsidiaries and JPMorgan Chase Bank, N.A., as administrative agent (“Amendment No. 1”). Amendment No. 1 was executed principally for the purpose of conforming the guarantor entities and guaranteed obligations under the Guaranty to those originally contemplated when entering into the Guaranty under the Credit Agreement.

F-36

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of Cadbury Schweppes plc and the Board of Directors of Dr Pepper Snapple Group, Inc.:

We have audited the accompanying combined balance sheets of Dr Pepper Snapple Group, Inc., formerly CSAB Inc., (the “Company”) as of December 31, 2007 and 2006, and the related combined statements of operations, cash flows and changes in invested equity for the fiscal years ended December 31, 2007, December 31, 2006 and January 1, 2006. These combined financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these combined financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards as established by the Auditing Standards Board (United States) and in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such combined financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2007 and 2006, and the results of its operations and its cash flows for the fiscal years ended December 31, 2007, December 31, 2006 and January 1, 2006 in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 1, the combined financial statements of the Company include allocation of certain general corporate overhead costs from Cadbury Schweppes plc. These costs may not be reflective of the actual level of costs which would have been incurred had the Company operated as a separate entity apart from Cadbury Schweppes plc.

As discussed in Note 2 and Note 9 to the combined financial statements, the Company changed its method of accounting for stock based employee compensation as of January 3, 2005 and changed its method of accounting for uncertainties in income taxes as of January 1, 2007, respectively.

/s/ Deloitte & Touche LLP

Dallas, Texas

March 20, 2008 (April 14, 2008 as to paragraph 2 and 3 in Note 18 and November 24, 2008 as to Note 15 and Note 17)

F-37

DR PEPPER SNAPPLE GROUP, INC.

COMBINED BALANCE SHEETS

As of December 31, 2007 and 2006

	December 31,		December 31,
	2007		2006
	(In millions)
ASSETS
Current assets:
Cash and cash equivalents	$	67	$	35
Accounts receivable:
Trade (net of allowances of $20 and $14, respectively)		538		562
Other		59		18
Related party receivable		66		5
Note receivable from related parties		1,527		579
Inventories		325		300
Deferred tax assets		81		61
Prepaid and other current assets		76		72
Total current assets		2,739		1,632
Property, plant and equipment, net		868		755
Investments in unconsolidated subsidiaries		13		12
Goodwill		3,183		3,180
Other intangible assets, net		3,617		3,651
Other non-current assets		100		107
Non-current deferred tax assets		8		9
Total assets	$	10,528	$	9,346
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	812	$	788
Related party payable		175		183
Current portion of long-term debt payable to related parties		126		708
Income taxes payable		22		12
Total current liabilities		1,135		1,691
Long-term debt payable to third parties		19		543
Long-term debt payable to related parties		2,893		2,541
Deferred tax liabilities		1,324		1,292
Other non-current liabilities		136		29
Total liabilities		5,507		6,096
Commitments and contingencies
Cadbury’s net investment		5,001		3,249
Accumulated other comprehensive (loss) income		20		1
Total equity		5,021		3,250
Total liabilities and equity	$	10,528	$	9,346

The accompanying notes are an integral part of these combined financial statements.

F-38

DR PEPPER SNAPPLE GROUP, INC.

COMBINED STATEMENTS OF OPERATIONS
For the Years Ended December 31, 2007, and 2006 and January 1, 2006

	For the Years Ended
	December 31,			December 31,			January 1,
	2007			2006			2006
				(In millions)
Net sales	$	5,748		$	4,735		$	3,205
Cost of sales		2,617			1,994			1,120
Gross profit		3,131			2,741			2,085
Selling, general and administrative expenses		2,018			1,659			1,179
Depreciation and amortization		98			69			26
Impairment of intangible assets		6			—			—
Restructuring costs		76			27			10
Gain on disposal of property and intangible assets, net		(71	)		(32	)		(36	)
Income from operations		1,004			1,018			906
Interest expense		253			257			210
Interest income		(64	)		(46	)		(40	)
Other (income) expense		(2	)		2			(51	)
Income before provision for income taxes, equity in earnings of unconsolidated subsidiaries and cumulative effect of change in accounting policy		817			805			787
Provision for income taxes		322			298			321
Income before equity in earnings of unconsolidated subsidiaries and cumulative effect of change in accounting policy		495			507			466
Equity in earnings of unconsolidated subsidiaries		2			3			21
Income before cumulative effect of change in accounting policy		497			510			487
Cumulative effect of change in accounting policy, net of tax		—			—			10
Net income	$	497		$	510		$	477

The accompanying notes are an integral part of these combined financial statements.

F-39

DR PEPPER SNAPPLE GROUP, INC.

COMBINED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2007, and 2006 and January 1, 2006

	For the Years Ended
	December 31,			December 31,			January 1,
	2007			2006			2006
				(In millions)
Operating activities:
Net income	$	497		$	510		$	477
Adjustments to reconcile net income to net cash provided by operations:
Depreciation expense		120			94			48
Amortization expense		49			45			31
Impairment of assets		6			—			—
Provision for doubtful accounts		11			4			1
Employee stock-based expense		21			17			22
Excess tax benefit on stock based compensation expense		(4	)		(1	)		(3	)
Deferred income taxes		55			14			56
Gain on disposal of property and intangible assets		(71	)		(32	)		(36	)
Equity in earnings of unconsolidated subsidiaries, net of tax		(2	)		(3	)		(21	)
Cumulative effect of change in accounting policy, net of tax		—			—			10
Other, net		—			(6	)		8
Changes in assets and liabilities:
Decrease (increase) in trade accounts receivable		32			(42	)		8
(Increase) decrease in related party receivable		(57	)		(2	)		14
(Increase) decrease in other accounts receivable		(38	)		46			(40	)
(Increase) decrease in inventories		(14	)		13			18
(Increase) decrease in prepaid and other current assets		(1	)		8			(29	)
Increase in other non-current assets		(8	)		(3	)		(19	)
(Decrease) increase in accounts payable and accrued expenses		(5	)		(104	)		34
Increase in related party payables		12			13			17
Increase in income taxes payable		10			2			1
(Decrease) increase in other non-current liabilities		(10	)		8			(14	)
Net cash provided by operating activities		603			581			583
Investing activities:
Acquisition of subsidiaries, net of cash		(30	)		(435	)		—
Purchase of investments and intangible assets		(2	)		(53	)		(35	)
Proceeds from disposals of investments and other assets		98			53			36
Purchases of property, plant and equipment		(230	)		(158	)		(44	)
Proceeds from disposals, of property, plant and equipment		6			16			5
Repayment of related party notes receivables		1,008			166			680
Issuances of related party notes receivables		(1,937	)		(91	)		(359	)
Net cash (used in) provided by investing activities		(1,087	)		(502	)		283
Financing activities:
Proceeds from issuance of related party long-term debt		2,845			2,086			124
Repayment of related party long-term debt		(3,455	)		(2,056	)		(279	)
Excess tax benefit on stock-based compensation		4			1			3
Cash distributions to Cadbury		(213	)		(80	)		(381	)
Change in Cadbury’s net investment		1,334			(23	)		(282	)
Net cash provided by (used in) financing activities		515			(72	)		(815	)
Cash and cash equivalents — net change from:
Operating, investing and financing activities		31			7			51
Currency translation		1			—			(42	)
Cash and cash equivalents at beginning of period		35			28			19
Cash and cash equivalents at end of period	$	67		$	35		$	28
Supplemental cash flow disclosures of non-cash investing and financing activities:
Transfers of property, plant, and equipment to Cadbury	$	15		$	15		$	14
Transfers of operating assets and liabilities to Cadbury		22			16			22
Conversion of debt to equity contribution		—			—			300
Reduction in long-term debt from Cadbury net investment		263			383			—
Cadbury or related entities acquisition payments reflected through Cadbury’s net investment		17			23			27
Issuance of note payable related to acquisition		35			—			—
Assumption of debt related to acquisition payments by Cadbury		35			—			—
Transfer of related party receivable to Cadbury		16			—			—
Liabilities expected to be reimbursed by Cadbury		27			—			—
Reclassifications for tax transactions		90			—			—
Supplemental cash flow disclosures:
Interest paid	$	257		$	204		$	165
Income taxes paid		34			14			14

The accompanying notes are an integral part of these combined financial statements.

F-40

DR PEPPER SNAPPLE GROUP, INC.

COMBINED STATEMENTS OF CHANGES IN INVESTED EQUITY

For the Years Ended December 31, 2007, and 2006 and January 1, 2006

				Accumulated
				Other
	Cadbury’s Net			Comprehensive						Comprehensive
	Investment			Income (Loss)			Total Equity			Income
	(In millions)
Balance as of January 2, 2005	$	2,116		$	(9	)	$	2,107
Net income		477			—			477		$	477
Contributions from Cadbury		204			—			204			—
Distributions to Cadbury		(381	)		—			(381	)		—
Net change in pension liability		—			(1	)		(1	)		(1	)
Foreign currency translation adjustment		—			20			20			20
Balance as of January 1, 2006		2,416			10			2,426		$	496
Net income		510			—			510		$	510
Contributions from Cadbury		403			—			403			—
Distributions to Cadbury		(80	)		—			(80	)		—
Adoption of FAS 158		—			(4	)		(4	)		—
Net change in pension liability		—			3			3			3
Foreign currency translation adjustment		—			(8	)		(8	)		(8	)
Balance as of December 31, 2006		3,249			1			3,250		$	505
Net income		497			—			497			497
Contributions from Cadbury		1,484			—			1,484			—
Distributions to Cadbury		(213	)		—			(213	)		—
Adoption of FIN 48		(16	)		—			(16	)		—
Net change in pension liability		—			3			3			3
Foreign currency translation adjustment		—			16			16			16
Balance as of December 31, 2007	$	5,001		$	20		$	5,021		$	516

The accompanying notes are an integral part of these combined financial statements.

F-41

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS

1.   Background and Basis of Presentation

Background

Dr Pepper Snapple Group, Inc. (formerly known as CSAB, Inc.) (the “Company”) is a wholly-owned subsidiary of Cadbury Schweppes plc (“Cadbury Schweppes”) that was incorporated as a Delaware corporation on October 24, 2007 to own Cadbury Schweppes’ Americas Beverages business. This business will be transferred to the Company in connection with the separation of the Company from Cadbury Schweppes through the distribution of all its outstanding common shares to Cadbury Schweppes shareholders. The initial capitalization was two dollars. Prior to its ownership of Cadbury Schweppes’ Americas Beverages business, the Company did not have any operations. The Company conducts operations in the United States, Canada, Mexico and parts of the Caribbean.

The Company’s key brands include Dr Pepper, Snapple, 7UP, Mott’s, Sunkist, Hawaiian Punch, A&W, Canada Dry, Schweppes, Squirt, Clamato, Peñafiel, Mr & Mrs T, and Margaritaville.

Basis of Presentation

The accompanying combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

The combined financial statements have been prepared on a “carve-out” basis from Cadbury Schweppes’ consolidated financial statements using the historical results of operations, assets and liabilities attributable to Cadbury Schweppes’ Americas Beverages business and include allocations of expenses from Cadbury Schweppes. This historical Cadbury Schweppes Americas Beverage information is our predecessor financial information. The Company eliminates from its financial results all intercompany transactions between entities included in the combination and the intercompany transactions with its equity method investees.

The combined financial statements may not be indicative of the Company’s future performance and do not necessarily reflect what its combined results of operations, financial position and cash flows would have been had the Company operated as an independent company during the periods presented. To the extent that an asset, liability, revenue or expense is directly associated with the Company, it is reflected in the accompanying combined financial statements.

Cadbury Schweppes currently provides certain corporate functions to the Company and costs associated with these functions have been allocated to the Company. These functions include corporate communications, regulatory, human resources and benefit management, treasury, investor relations, corporate controller, internal audit, Sarbanes Oxley compliance, information technology, corporate and legal compliance, and community affairs. The costs of such services have been allocated to the Company based on the most relevant allocation method to the service provided, primarily based on relative percentage of revenue or headcount. Management believes such allocations are reasonable; however, they may not be indicative of the actual expense that would have been incurred had the Company been operating as an independent company for the periods presented. The charges for these functions are included primarily in “selling, general and administrative expenses” in the Combined Statements of Operations.

The total invested equity represents Cadbury Schweppes’ interest in the recorded net assets of the Company. The net investment balance represents the cumulative net investment by Cadbury Schweppes in the Company through that date, including any prior net income or loss or other comprehensive income or loss attributed to the Company. Certain transactions between the Company and other related parties within the Cadbury Schweppes group, including allocated expenses, are also included in Cadbury Schweppes’ net investment.

The fiscal years presented are the year ended December 31, 2007, which is referred to as “2007,” the year ended December 31, 2006, which is referred to as “2006,” and the 52-week period ended January 1, 2006, which is referred to as “2005.” Effective 2006, the Company’s fiscal year ends on December 31 of each year. Prior to 2006, the Company’s fiscal year end date represented the Sunday closest to December 31 of each year.

F-42

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

2.   Significant Accounting Policies

Use of Estimates

The process of preparing financial statements in conformity with U.S. GAAP requires the use of estimates and judgments that affect the reported amount of assets, liabilities, revenue and expenses. These estimates and judgments are based on historical experience, future expectations and other factors and assumptions the Company believes to be reasonable under the circumstances. These estimates and judgments are reviewed on an ongoing basis and are revised when necessary. Actual amounts may differ from these estimates. The Company’s most significant estimates and judgments include those relating to: revenue recognition, income taxes, pension and postretirement benefit obligations, stock based compensation and valuations of goodwill and other intangibles. Changes in estimates are recorded in the period of change.

Revenue Recognition

The Company recognizes sales revenue when all of the following have occurred: (1) delivery, (2) persuasive evidence of an agreement exists, (3) pricing is fixed or determinable and (4) collection is reasonably assured. Delivery is not considered to have occurred until the title and the risk of loss passes to the customer according to the terms of the contract between the Company and the customer. The timing of revenue recognition is largely dependent on contract terms. For sales to other customers that are designated in the contract as free-on-board destination, revenue is recognized when the product is delivered to and accepted at the customer’s delivery site.

In addition, the Company offers a variety of incentives and discounts to bottlers, customers and consumers through various programs to support the distribution of its products. These incentives and discounts include cash discounts, price allowances, volume based rebates, product placement fees and other financial support for items such as trade promotions, displays, new products, consumer incentives and advertising assistance. These incentives and discounts, collectively referred to as trade spend, are reflected as a reduction of gross sales to arrive at net sales. Trade spend for 2007 and 2006 includes the effect of the Company’s bottling acquisitions (see Note 3) where the amounts of such spend are larger than those related to other parts of its business. The aggregate deductions from gross sales recorded by the Company in relation to these programs were approximately $3,159 million, $2,440 million, and $928 million in 2007, 2006 and 2005, respectively. Net sales are also reported net of sales taxes and other similar taxes.

Transportation and Warehousing Costs

The Company incurred $736 million, $582 million and $292 million of transportation and warehousing costs in 2007, 2006 and 2005, respectively. These amounts, which primarily relate to shipping and handling costs, are included in selling, general and administrative expenses.

Cash and Cash Equivalents

Cash and cash equivalents include cash and investments in short-term, highly liquid securities, with original maturities of three months or less.

Concentration of Credit Risk

Financial instruments which subject the Company to potential credit risk consist of its cash and cash equivalents and accounts receivable. The Company places its cash and cash equivalents with high credit quality financial institutions. Deposits with these financial institutions may exceed the amount of insurance provided; however, these deposits typically are redeemable upon demand and, therefore, the Company believes the financial risks associated with these financial instruments are minimal.

The Company performs ongoing credit evaluations of its customers, and generally does not require collateral on its accounts receivable. The Company estimates the need for allowances for potential credit losses based on

F-43

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

historical collection activity and the facts and circumstances relevant to specific customers and records a provision for uncollectible accounts when collection is uncertain. The Company has not experienced significant credit related losses to date.

No single customer accounted for 10% or more of the Company’s trade accounts receivable for any period presented.

The principal raw materials the Company uses in the business are aluminum cans and ends, glass bottles, PET bottles and caps, paperboard packaging, high fructose corn syrup and other sweeteners, juice, fruit, electricity, fuel and water. Some raw materials the Company uses are available from only a few suppliers. If these suppliers are unable or unwilling to meet requirements, the Company could suffer shortages or substantial cost increases.

Accounts Receivable and Allowance for Doubtful Accounts

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Past-due status is based on contractual terms on a customer-by-customer basis. The Company determines the required allowance using information such as its customer credit history, industry and market segment information, economic trends and conditions, credit reports and customer financial condition. The estimates can be affected by changes in the industry, customer credit issues or customer bankruptcies. Account balances are charged off against the allowance when it is determined that the receivable will not be recovered.

Activity in the allowance for doubtful accounts was as follows (in millions):

	2007			2006			2005
Balance, beginning of the year	$	14		$	10		$	12
Net charge to costs and expenses		11			4			1
Acquisition of subsidiaries		—			3			—
Write-offs		(5	)		(3	)		(3	)
Balance, end of the year	$	20		$	14		$	10

Inventories

Inventories are stated at the lower of cost or market value. Cost is determined for U.S. inventories substantially by the last-in, first-out (“LIFO”) valuation method and for non-U.S. inventories by the first-in, first-out (“FIFO”) valuation method. Inventories include raw materials, work-in-process, finished goods, packing materials, advertising materials, spare parts and other supplies. The costs of finished goods inventories include raw materials, direct labor and indirect production and overhead costs. Reserves for excess and obsolete inventories are based on an assessment of slow-moving and obsolete inventories, determined by historical usage and demand. Excess and obsolete inventory reserves were $17 million and $7 million as of December 31, 2007 and 2006, respectively.

Income Taxes

Income taxes are computed and reported on a separate return basis and accounted for using the asset and liability approach under Statement of Financial Accounting Standards (“SFAS”) No. 109, Accounting for Income Taxes (“SFAS 109”). This method involves determining the temporary differences between combined assets and liabilities recognized for financial reporting and the corresponding combined amounts recognized for tax purposes and computing the tax-related carryforwards at the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The resulting amounts are deferred tax assets or liabilities and the net changes represent the deferred tax expense or benefit for the year. The total of taxes currently payable per the tax return and the deferred tax expense or benefit represents the income tax expense or benefit for the year for financial reporting purposes.

F-44

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

The Company periodically assesses the likelihood of realizing its deferred tax assets based on the amount of deferred tax assets that the Company believes is more likely than not to be realized. The Company bases its judgment of the recoverability of its deferred tax asset, which includes U.S. federal and, to a lesser degree, state and foreign net operating loss, or NOL, carryforwards, primarily on historical earnings, its estimate of current and expected future earnings, prudent and feasible tax planning strategies, and current and future ownership changes.

Property, Plant and Equipment

Property, plant and equipment are stated at cost, net of accumulated depreciation and amortization, plus capitalized interest on borrowings during the actual construction period of major capital projects. Significant improvements which substantially extend the useful lives of assets are capitalized. The costs of major rebuilds and replacements of plant and equipment are capitalized, and expenditures for repairs and maintenance which do not improve or extend the life of the assets are expensed as incurred. When property, plant and equipment is sold or retired, the costs and the related accumulated depreciation are removed from the accounts, and the net gains or losses are recorded in “gain on disposal of property and intangible assets.” Leasehold improvements are amortized over the shorter of the estimated useful life of the assets or the lease term.

For financial reporting purposes, depreciation is computed on the straight-line method over the estimated useful asset lives as follows:

Asset	Useful Life
Buildings and improvements		25 to 40 years
Machinery and equipment		5 to 14 years
Vehicles		5 to 8 years
Vending machines		5 to 7 years
Computer software		3 to 8 years

Goodwill and Other Indefinite Lived Intangible Assets

The majority of the Company’s intangible asset balances are made up of goodwill and brands which the Company has determined to have indefinite useful lives. In arriving at the conclusion that a brand has an indefinite useful life, management reviews factors such as size, diversification and market share of each brand. Management expects to acquire, hold and support brands for an indefinite period through consumer marketing and promotional support. The Company also considers factors such as our ability to continue to protect the legal rights that arise from these brand names indefinitely or the absence of any regulatory, economic or competitive factors that could truncate the life of the brand name. If the criteria are not met to assign an indefinite life, the brand is amortized over its expected useful life.

The Company conducts impairment tests on goodwill and all indefinite lived intangible assets annually, as of December 31, or more frequently if circumstances indicate that the carrying amount of an asset may not be recoverable. The Company uses present value and other valuation techniques to make this assessment. If the carrying amount of an intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.

Impairment tests for goodwill include comparing the fair value of the respective reporting units, which are the Company’s segments, with their carrying amount, including goodwill. Goodwill is evaluated using a two-step impairment test at the reporting unit level. The first step compares the carrying amount of a reporting unit, including goodwill, with its fair value. If the carrying amount of a reporting unit exceeds its fair value, a second step is completed to determine the amount of goodwill impairment loss to record. In the second step, an implied fair value of the reporting unit’s goodwill is determined by allocating the fair value of the reporting unit to all of the assets and liabilities other than goodwill. The amount of impairment loss is equal to the excess of the carrying amount of the goodwill over the implied fair value of that goodwill.

F-45

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

Definite Lived Intangible Assets

Definite lived intangible assets are those assets deemed by the Company to have determinable finite useful lives. Identifiable intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives as follows:

Intangible Asset	Useful Life
Brands		5 to 15 years
Bottler agreements and distribution rights		2 to 16 years
Customer relationships and contracts		5 to 10 years

Other Assets

The Company provides support to certain customers to cover various programs and initiatives to increase net sales. Costs of these programs and initiatives are recorded in “prepaid expenses and other current assets” and “other non-current assets.” These costs include contributions to customers or vendors for cold drink equipment used to market and sell the Company’s products.

The long-term portion of the costs for these programs is recorded in other non-current assets and subsequently amortized over the period to be directly benefited. These costs amounted to $86 million and $100 million, net of accumulated amortization, for 2007 and 2006, respectively. The amounts of these incentives are amortized based upon a methodology consistent with the Company’s contractual rights under these arrangements. The amortization charge for the cost of contributions to customers or vendors for cold drink equipment was $9 million, $16 million and $17 million for 2007, 2006 and 2005, respectively, and was recorded in “selling, general and administrative expenses” in the Combined Statements of Operations. The amortization charge for the cost of other programs and incentives was $10 million, $10 million and $11 million for 2007, 2006 and 2005, respectively, and was recorded as a deduction from gross sales.

Research and Development

Research and development costs are expensed when incurred and amounted to $24 million, $24 million and $21 million for 2007, 2006 and 2005, respectively. These expenses are recorded in “selling, general and administrative expenses” in the Combined Statements of Operations.

Advertising Expense

Advertising costs are expensed when incurred and amounted to approximately $387 million, $374 million and $377 million for 2007, 2006 and 2005, respectively. These expenses are recorded in “selling, general and administrative expenses” in the Combined Statements of Operations.

Restructuring Costs

The Company periodically records facility closing and reorganization charges when a facility for closure or other reorganization opportunity has been identified, a closure plan has been developed and the affected employees notified, all in accordance with SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities (“SFAS 146”).

Foreign Currency Translation

The functional currency of the Company’s operations outside the U.S. is the local currency of the country where the operations are located. The balance sheets of operations outside the U.S. are translated into U.S. Dollars at the end of year rates. The results of operations for the fiscal year are translated into U.S. Dollars at an annual average rate, calculated using month end exchange rates.

F-46

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

The following table sets forth exchange rate information for the periods and currencies indicated:

	Year		Yearly
Mexican Peso to U.S. Dollar Exchange Rate	End		Average
2007		10.91		10.91
2006		10.79		10.86
2005		10.64		10.88

	Year		Yearly
Canadian Dollar to U.S. Dollar Exchange Rate	End		Average
2007		1.00		1.07
2006		1.17		1.13
2005		1.17		1.21

Differences on exchange arising from the translation of opening balances sheets of these entities to the rate ruling at the end of the financial year are recognized in “accumulated other comprehensive income.” The exchange differences arising from the translation of foreign results from the average rate to the closing rate are also recognized in “accumulated other comprehensive income.” Such translation differences are recognized as income or expense in the period in which the Company disposes of the operations.

Transactions in foreign currencies are recorded at the approximate rate of exchange at the transaction date. Assets and liabilities resulting from these transactions are translated at the rate of exchange in effect at the balance sheet date. All such differences are recorded in results of operations and amounted to less than $1 million, $5 million and $2 million in 2007, 2006 and 2005, respectively.

Fair Value of Financial Instruments

Pursuant to SFAS No. 107, Disclosure about Fair Value of Financial Instruments (“SFAS 107”), the Company is required to disclose an estimate of the fair value of its financial instruments as of December 31, 2007 and 2006. SFAS 107 defines the fair value of financial instruments as the amount at which the instrument could be exchanged in a current transaction between willing parties.

The carrying amounts reflected in the Combined Balance Sheets for cash and cash equivalents, accounts receivable, accounts payable and short-term debt approximate fair value due to the short-term nature of their maturities.

The Company’s long-term debt was subject to variable and fixed interest rates that approximated market rates in 2007, 2006 and 2005. As a result, the Company believes the carrying value of long-term debt approximates fair value for these periods.

The carrying amount of the Company’s outstanding foreign-currency swaps is equivalent to fair value as of the respective dates in the Combined Balance Sheets.

Stock-Based Compensation

On January 3, 2005, the Company adopted Statement of Financial Accounting Standards No. 123(R), Share-Based Payment (“SFAS 123(R)”). SFAS 123(R) requires the recognition of compensation expense in the Combined Statement of Operations related to the fair value of employee share-based awards. The Company selected the modified prospective method of transition; accordingly, prior periods have not been restated. Upon adoption of SFAS 123(R), for awards which are classified as liabilities, the Company was required to reclassify the Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, (“APB 25”) historical compensation cost from equity to liability and to recognize the difference between this and the fair value liability through the statement of operations.

F-47

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

Under SFAS 123(R), the Company recognizes the cost of all unvested employee stock options on a straight-line attribution basis over their respective vesting periods, net of estimated forfeitures. In addition, the Company has certain employee share plans that contain inflation indexed earnings growth performance conditions. SFAS 123(R) requires plans with such performance criteria to be accounted for under the liability method. The liability method, as set out in SFAS 123(R), requires a liability be recorded on the balance sheet until awards have vested. Also, in calculating the income statement charge for share awards under the liability method as set out in SFAS 123(R), the fair value of each award must be remeasured at each reporting date until vesting.

The stock-based compensation plans in which the Company’s employees participate are described further in Note 14.

Pension and Postretirement Benefits

The Company has several pension and postretirement plans covering employees who satisfy age and length of service requirements. There are nine stand-alone and five multi-employer pension plans and five stand-alone and one multi-employer postretirement plans. Depending on the plan, pension and postretirement benefits are based on a combination of factors, which may include salary, age and years of service. One of the nine stand-alone plans is an unfunded pension plan that provides supplemental pension benefits to certain senior executives, and is accounted for as a defined contribution plan.

Pension expense has been determined in accordance with the principles of SFAS No. 87, Employers’ Accounting for Pensions which requires use of the “projected unit credit” method for financial reporting. The Company adopted the provisions of SFAS No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans — An amendment of Financial Accounting Standards Board Statements No. 87, 88, 106, and 132(R) (“SFAS 158”) related to recognizing the funded status of a benefit plan and the disclosure requirements on December 31, 2006. The Company has elected to defer the change of measurement date as permitted by SFAS 158 until December 31, 2008. The Company’s policy is to fund pension plans in accordance with the requirements of the Employee Retirement Income Security Act. Employee benefit plan obligations and expenses included in the Combined Financial Statements are determined from actuarial analyses based on plan assumptions, employee demographic data, years of service, compensation, benefits and claims paid and employer contributions.

Cadbury Schweppes sponsors the five multi-employer pension plans in which the Company’s employees participate, and therefore the Company accounts for these as defined contribution plans.

The expense related to the postretirement plans has been determined in accordance with SFAS No. 106, Employers’ Accounting for Postretirement Benefits Other Than Pensions (“SFAS 106”). As stated in SFAS 106, the Company accrues the cost of these benefits during the years that employees render service to us.

New Accounting Standards

In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (“SFAS 141(R)”), which amends the principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired. SFAS 141(R) also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination. SFAS 141(R) is effective for its Company on January 1, 2009, and the Company will apply SFAS 141(R) prospectively to all business combinations subsequent to the effective date.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements — an amendment of Accounting Research Bulletin No. 51 (“SFAS 160”). SFAS 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and the deconsolidation of a subsidiary and also establishes disclosure requirements that clearly identify and distinguish between the controlling and noncontrolling interests and requires the separate disclosure of income attributable to controlling and

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DR PEPPER SNAPPLE GROUP, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

noncontrolling interests. SFAS 160 is effective for fiscal years beginning after December 15, 2008. The Company will apply SFAS 160 prospectively to all applicable transactions subsequent to the effective date.

In June 2007, the FASB ratified Emerging Issues Task Force (“EITF”) Issue No. 06-11 Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards (“EITF 06-11”), which requires entities to record tax benefits on dividends or dividend equivalents that are charged to retained earnings for certain share-based awards to additional paid-in capital. In a share-based payment arrangement, employees may receive dividends or dividend equivalents on awards of nonvested equity shares, nonvested equity share units during the vesting period, and share options until the exercise date. Generally, the payment of such dividends can be treated as deductible compensation for tax purposes. The amount of tax benefits recognized in additional paid-in capital should be included in the pool of excess tax benefits available to absorb tax deficiencies on share-based payment awards. EITF 06-11 is effective for fiscal years beginning after December 15, 2007, and interim periods within those years. The Company believes the adoption of EITF 06-11 will not have a material impact on its combined financial statements.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities including an amendment to FASB Statement No. 115 (“SFAS 159”). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. Unrealized gains and losses on items for which the fair value option has been elected will be recognized in earnings at each subsequent reporting date. SFAS 159 is effective for the Company January 1, 2008. The Company does not plan to apply SFAS 159 to any of its existing financial assets or liabilities and believes that the adoption of SFAS 159 would not have a material impact on its financial statements.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosure requirements about fair value measurements. SFAS 157 is effective for the Company January 1, 2008. A one-year deferral is in effect for nonfinancial assets and nonfinancial liabilities that are measured on a nonrecurring basis. The Company believes that the adoption of SFAS 157 will not have a material impact on its financial statements.

3.   Acquisitions

On May 2, 2006, the Company acquired approximately 55% of the outstanding shares of Dr Pepper/Seven Up Bottling Group, Inc. (“DPSUBG”), which, combined with the Company’s pre-existing 45% ownership, resulted in the Company’s full ownership of DPSUBG. DPSUBG’s principal operations are the bottling and distribution of beverages produced by the Company’s Beverage Concentrates and Finished Goods segments, and certain beverages produced by third parties, all in North America. The Company acquired DPSUBG to strengthen the route-to-market of its North American beverage business.

The purchase price for the approximately 55% of DPSUBG the Company did not previously own was approximately $370 million, which consisted of $347 million cash paid by the Company and $23 million in related expenses paid by Cadbury Schweppes. The full purchase price was funded through related party debt with the subsidiaries of Cadbury Schweppes.

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DR PEPPER SNAPPLE GROUP, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

The acquisition was accounted for as a purchase under SFAS No. 141 Business Combinations. The following table summarizes the allocation of the purchase price to approximately 55% of DPSUBG’s assets and liabilities (in millions):

	At May 2,
	2006
Current assets	$	182
Investments		1
Property, plant and equipment		190
Intangible assets		410
Total assets acquired		783
Current liabilities		184
Long-term debt		358
Deferred tax liabilities		146
Other liabilities		131
Total liabilities assumed		819
Net liabilities assumed		(36	)
Cash acquired		10
Goodwill		396
Total purchase price	$	370

Included within the allocation of the purchase price in the table above are $410 million of intangible assets which includes indefinite lived Company-related bottler agreements of $282 million, $70 million of customer relationships and contracts and $48 million of non-Company-related bottler agreements being amortized over five to 10 years; and other intangible assets of $10 million being amortized over 10 years.

The results of DPSUBG have been included in the individual line items within the Combined Statement of Operations from May 2, 2006. Prior to this date, the existing investment in DPSUBG was accounted for by the equity method. Refer to Note 7.

The following unaudited pro forma summary presents the results of operations as if the acquisition of DPSUBG had occurred at the beginning of each fiscal year (in millions). The pro forma information may not be indicative of future performance.

	2006		2005
Net sales	$	5,443	$	5,019
Net income before cumulative effect of change in accounting principle	$	500	$	457
Net income	$	500	$	447

The Company also acquired All American Bottling Company (“AABC”) for $58 million on June 9, 2006, Seven Up Bottling Company of San Francisco (“Easley”) for $51 million on August 7, 2006 and Southeast-Atlantic Beverage Corporation (“SeaBev”) for $53 million on July 11, 2007. Goodwill of $20 million and identifiable intangible assets of $63 million were recorded. These acquisitions further strengthen the route-to-market of the Company’s North American beverage business.

The goodwill associated with these transactions has been assigned to the Bottling Group, Beverage Concentrates and Finished Goods segments. The amounts assigned to these segments were $195 million, $322 million and $233 million, respectively. The goodwill represents benefits of the acquisitions that are in addition to the fair

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DR PEPPER SNAPPLE GROUP, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

value of the net assets acquired and the anticipated increased profitability arising from the future revenue and cost synergies arising from the combination. None of the goodwill is deductible for tax purposes.

Supplemental schedule of noncash investing activities:

In conjunction with the acquisitions of SeaBev, DPSUBG, AABC and Easley, the following liabilities were assumed (in millions):

	2007			2006
	SeaBev			DPSUBG			AABC			Easley
Fair value of assets acquired	$	76	(1)	$	1,189		$	64		$	99
Cash consideration paid by the Company		—			(347	)		(58	)		(51	)
Cash expenses paid by Cadbury Schweppes		—			(23	)		—			—
Liabilities assumed	$	76		$	819		$	6		$	48

(1) Cash purchase price was paid by Cadbury Schweppes and increased related party debt balance accordingly.

4.   Inventories

Inventories consist of the following as of December 31, 2007 and 2006 (in millions):

	December 31,			December 31,
	2007			2006
Raw materials	$	110		$	105
Work in process		—			5
Finished goods		245			214
Inventories at FIFO cost		355			324
Reduction to LIFO cost		(30	)		(24	)
Inventories	$	325		$	300
Percent of inventory accounted for by:
LIFO		92	%		91	%
FIFO		8	%		9	%

5.   Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consisted of the following as of December 31, 2007 and 2006 (in millions):

	December 31,		December 31,
	2007		2006
Trade accounts payable	$	257	$	256
Customer rebates		200		184
Accrued compensation		127		96
Other current liabilities		228		252
Accounts payable and accrued expenses	$	812	$	788

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DR PEPPER SNAPPLE GROUP, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

6.   Property, Plant and Equipment

Net property, plant and equipment consisted of the following as of December 31, 2007 and 2006 (in millions):

	December 31,			December 31,
	2007			2006
Land	$	90		$	79
Buildings and improvements		284			265
Machinery and equipment		570			472
Vending machines		282			258
Software		125			105
Construction-in-progress		120			75
Gross property, plant and equipment		1,471			1,254
Less: accumulated depreciation and amortization		(603	)		(499	)
Net property, plant and equipment	$	868		$	755

As of December 31, 2007 and 2006, the amount reflected in “building and improvements” and “machinery and equipment” at cost included $23 million and $1 million of assets under capital lease, respectively. As of December 31, 2007 and 2006, the net book value of assets under capital lease was $22 million and $23 million, respectively.

Depreciation expense amounted to $120 million, $94 million and $48 million in 2007, 2006 and 2005, respectively.

Capitalized interest was $6 million, $3 million and $1 million during 2007, 2006 and 2005, respectively.

7.   Investments in Unconsolidated Subsidiaries

The Company has investments in 50% owned Mexican joint ventures accounted for under the equity method of accounting. The carrying value of the investments was $13 million and $12 million as of December 31, 2007 and 2006, respectively.

Dr Pepper/Seven Up Bottling Group

In 2005, Cadbury Schweppes purchased approximately 5% of DPSUBG, increasing its investment to approximately 45%. On May 2, 2006, the Company purchased the remaining 55% of DPSUBG. As a result DPSUBG became a fully-owned subsidiary and its results were combined from that date forward. Refer to Note 3. As of May 1, 2006 and as of January 1, 2006, the Company owned approximately 45% of DPSUBG. As of January 2, 2005, the investment in DPSUBG was approximately 40%. The following schedules summarize DPSUBG’s reported financial information (in millions):

	December 31,
	2006
Current assets	$	418
Noncurrent assets		1,557
Total assets		1,975
Current liabilities		368
Noncurrent liabilities		1,081
Total liabilities		1,449
Shareowner’s equity		526
Total liabilities and shareowner’s equity	$	1,975
Company equity investment	$	235

F-52

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

	January 1,		For the Year
	2006 to		Ended
	May 1, 2006		December 31, 2005
Net sales	$	708	$	2,042
Cost of goods sold		469		1,298
Gross Profit	$	239	$	744
Operating income	$	32	$	134
Net income	$	2	$	45

8.   Goodwill and Other Intangible Assets

Changes in the carrying amount of the goodwill for the fiscal years ended December 31, 2007 and 2006 by reporting unit are as follows (in millions):

	Beverage			Finished			Bottling		Mexico and
	Concentrates			Goods			Group		the Caribbean			Total
Balance as of January 1, 2006	$	1,415		$	989		$	2	$	38		$	2,444
Acquisitions		322			233			186		—			741
Changes due to currency		(4	)		—			—		(1	)		(5	)
Balance as of December 31, 2006	$	1,733		$	1,222		$	188	$	37		$	3,180
Acquisitions		—			—			7		—			7
Changes due to currency		(2	)		(2	)		—		—			(4	)
Balance as of December 31, 2007	$	1,731		$	1,220		$	195	$	37		$	3,183

The gross carrying amount and accumulated amortization of the Company’s intangible assets other than goodwill as of December 31, 2007 and December 31, 2006 are as follows (in millions):

	Weighted
	Average		Beginning		Acquisitions,			Changes		Ending					Net
	Useful Life		Gross		(Disposals) &			Due to		Gross		Accumulated			Carrying
As of December 31, 2007	(Years)		Amount		(Write-offs)			Currency		Amount		Amortization			Amount
Intangible assets with indefinite lives:
Brands			$	3,096	$	(10	)	$	1	$	3,087	$	—		$	3,087
Bottler agreements				392		6			—		398		—			398
Distributor rights				24		1			—		25		—			25
Intangible assets with finite lives:
Brands		9		29		—			—		29		(17	)		12
Customer relationships		7		73		3			—		76		(20	)		56
Bottler agreements		7		64		(7	)		—		57		(19	)		38
Distributor rights		2		—		2			—		2		(1	)		1
Total			$	3,678	$	(5	)	$	1	$	3,674	$	(57	)	$	3,617

F-53

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

	Weighted
	Average		Beginning		Acquisitions,			Changes			Ending					Net
	Useful Life		Gross		(Disposals) &			Due to			Gross		Accumulated			Carrying
As of December 31, 2006	(Years)		Amount		(Write-offs)			Currency			Amount		Amortization			Amount
Intangible assets with indefinite lives:
Brands			$	2,929	$	168		$	(1	)	$	3,096		—		$	3,096
Bottler agreements				—		392			—			392		—			392
Distributor rights				7		17			—			24		—			24
Intangible assets with finite lives:
Brands		8		19		10			—			29		(12	)		17
Customer relationships		7		—		73			—			73		(8	)		65
Bottler agreements		7		—		64			—			64		(7	)		57
Distributor rights				—		—			—			—		—			—
Pension assets				2		(2	)		—			—		—			—
Total			$	2,957	$	722		$	(1	)	$	3,678	$	(27	)	$	3,651

Amortization expense on intangible assets was $30 million, $19 million and $3 million in 2007, 2006 and 2005, respectively. No impairment expense was recognized in 2006 and 2005. Amortization expense of these intangible assets over the next five years is expected to be the following:

	Aggregate
	Amortization
Year	Expense
2008	$	28
2009		24
2010		24
2011		12
2012		6

In 2007, the Company recorded impairment charges of approximately $6 million, primarily related to the Accelerade brand. The Accelerade brand is a component of the Company’s Finished Goods operating segment. The fair values were determined using discounted cash flow analyses. Because the fair values were less than the carrying values of the assets, the Company recorded impairment charges to reduce the carrying values of the assets to their respective fair values. These impairment charges were recorded in “impairment of intangible assets” in the Combined Statement of Operations.

In 2007, following the termination of the Company’s distribution agreements for glacéau products, it received a payment of approximately $92 million. The Company recognized a net gain of $71 million after the write-off of associated assets.

In 2006, the Company sold the Slush Puppie business and certain related assets, which included certain brands with net book value of $14 million, to the ICEE Company for $23 million. The Company also sold the Grandma’s Molasses brand and certain related assets, which had a net book value of $0 million to B&G Foods for $30 million.

In 2005, the Company sold the Holland House brand, which had a net book value of $0 million, for $36 million to Mizkan Americas, Inc.

9.   Income Taxes

These financial statements reflect a tax provision as if the Company filed its own separate tax return. The Company, however, is included in the consolidated federal income tax return of Cadbury Schweppes Americas, Inc. and subsidiaries.

F-54

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

Income before income taxes and cumulative effect of change in accounting policy was as follows:

	2007		2006		2005
U.S.	$	650	$	698	$	706
Non-U.S.		169		110		102
Total	$	819	$	808	$	808

The provision for income taxes attributable to continuing operations has the following components:

	2007		2006			2005
Current:
Federal	$	199	$	220		$	176
State		33		40			32
Non-U.S.		41		23			51
Total current provision		273		283			259
Deferred:
Federal		29		10			44
State		4		7			26
Non-U.S.		16		(2	)		(8	)
Total deferred provision		49		15			62
Total provision for income taxes	$	322	$	298		$	321

In 2007, 2006 and 2005, the reported amount of income tax expense is different from the amount of income tax expense that would result from applying the federal statutory rate due principally to state taxes, tax reserves and the deduction for domestic production activity.

The following is a reconciliation of income taxes computed at the U.S. federal statutory tax rate to the income taxes reported in the Combined Statements of Operations:

	2007			2006			2005
Statutory federal income tax at 35%	$	287		$	283		$	283
State income taxes, net		26			28			30
Impact of non-U.S. operations		(2	)		(18	)		7
Other		11			5			1
Total provision for income taxes	$	322		$	298		$	321
Effective tax rate		39.3	%		36.9	%		39.7	%

F-55

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

The tax effects of temporary differences giving rise to deferred income tax assets and liabilities were:

	December 31,			December 31,
	2007			2006
Deferred income tax assets:
Pension and postretirement benefits	$	6		$	10
Compensation accruals		25			26
Inventory		19			10
Net operating loss and credit carryforwards		5			9
Accrued liabilities		47			40
Other		69			23
		171			118
Deferred income tax liabilities:
Fixed assets		(124	)		(104	)
Intangible assets		(1,269	)		(1,234	)
Other		(13	)		(2	)
		(1,406	)		(1,340	)
Net deferred income tax liability	$	(1,235	)	$	(1,222	)

The major temporary differences that give rise to the net deferred tax liabilities are intangible assets and fixed asset depreciation. The Company has approximately $56 million of U.S. state and foreign net operating loss carryforwards as of December 31, 2007. Of this total, $52 million are state net operating losses. Net operating losses generated in the U.S. state jurisdictions, if unused, will expire from 2008 to 2027. The non-U.S. net operating loss carryforwards of $4 million will expire from 2008 to 2016. No valuation allowance has been provided on deferred tax assets as management believes it is more likely than not that the deferred income tax assets will be fully recoverable.

The Company files income tax returns in various U.S. federal, state and local jurisdictions. The Company also files income tax returns in various foreign jurisdictions, principally in Canada, Mexico and the United Kingdom. The U.S. and most state and local income tax returns for years prior to 2003 are considered closed to examination by applicable tax authorities. Federal income tax returns for 2004 and 2005 are currently under examination by the Internal Revenue Service. Certain Canadian tax returns remain open for audit from 2001 and forward, while the Mexican returns are open for tax years 2002 and forward.

In July 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”), which is an interpretation of SFAS 109. The Company has adopted the provisions of FIN 48 effective January 1, 2007, as required. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

Under FIN 48, the Company is required to determine whether a tax position is more likely than not to be sustained upon examination by tax authorities assuming that the relevant taxing authorities have full knowledge of all relevant information. The tax benefits related to uncertain tax positions to be recorded in the financial statements should represent the maximum benefit that has a greater than fifty percent likelihood of being realized. Changes in judgment can occur between initial recognition through settlement or ultimate derecognition based upon changes in facts, circumstances and information available at each reporting date.

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DR PEPPER SNAPPLE GROUP, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

The cumulative effect of adopting FIN 48 was a $16 million increase in tax reserves and a corresponding decrease to opening retained earnings at January 1, 2007. Upon adoption, the Company’s amount of gross unrecognized tax benefit at January 1, 2007 was $70 million.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in millions):

	Amount
Unrecognized tax benefits:
Amount at adoption of FIN 48	$	70
Tax positions taken in prior periods:
Gross increases		11
Gross decreases		(9	)
Tax positions taken in current period:
Gross increases		30
Gross decreases		—
Settlements with taxing authorities — cash paid		(4	)
Lapse of applicable statute of limitations		—
Amount as of December 31, 2007	$	98

The gross balance of unrecognized tax benefits of $98 million excluded $23 million of offsetting tax benefits. The net unrecognized tax benefits of $75 million includes $60 million that, if recognized, would benefit the effective income tax rate. It is reasonably possible that the effective tax rate will be impacted by the resolution of some matters audited by various taxing authorities within the next twelve months, but a reasonable estimate of such impact cannot be made at this time.

The Company accrues interest and penalties on its uncertain tax positions as a component of its provision for income taxes. The amount of interest the Company accrued for uncertain tax positions during 2007 was $3 million. There was also a reduction of interest and penalties of $5 million related to changes in estimates and payments during 2007. At December 31, 2007, the Company had a total of $14 million accrued for interest and penalties for its uncertain tax positions.

10.   Long-term Obligations

Debt Payable to Related Parties

	December 31,			December 31,
	2007			2006
Loans payable to related parties, with various fixed and floating interest rates(a)	$	3,019		$	3,249
Less — Current portion		(126	)		(708	)
Long-term debt payable to related parties	$	2,893		$	2,541

(a) Debt agreements with related parties are as follows:

Cadbury Ireland Limited (“CIL”)

Total principal owed to CIL was $40 million for both 2007 and 2006, respectively. The debt bears interest at a floating rate based on 3-month LIBOR. Actual rates were 5.31% and 5.36% at December 31, 2007 and 2006, respectively. The outstanding principal balance is payable on demand and is included in “current portion of long-

F-57

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

term debt.” The Company recorded $2 million, $2 million and $1 million of interest expense related to the debt for 2007, 2006 and 2005, respectively.

Cadbury Schweppes Finance plc, (“CSFPLC”)

The Company has a variety of debt agreements with CSFPLC with maturity dates ranging from May 2008 to May 2011. These agreements had a combined outstanding principal balance of $511 million and $2,937 million as of December 31, 2007 and 2006, respectively. As of December 31, 2007 and 2006, $511 million and $2,387 million of the debt was based upon a floating rate ranging between LIBOR plus 1.5% to LIBOR plus 2.5%. The remaining principal balance of $550 million as of December 31, 2006 had a stated fixed rate ranging from 5.76% to 5.95%. The Company recorded $65 million, $175 million and $99 million of interest expense related to these notes for 2007, 2006 and 2005, respectively.

Cadbury Schweppes Overseas Limited (“CSOL”)

Total principal owed to CSOL was $0 million and $22 million as of December 31, 2007 and 2006, respectively. The Company settled the note in November 2007. The debt bore interest at a floating rate based on Mexican LIBOR plus 1.5%. The actual interest rate was 9.89% at December 31, 2006. The Company recorded $2 million, $15 million and $40 million of interest expense related to the note for 2007, 2006 and 2005, respectively.

Cadbury Adams Canada, Inc. (“CACI”)

Total principal owed to CACI was $0 million and $15 million as of December 31, 2007 and 2006, respectively and is payable on demand. The debt bore interest at a floating rate based on 1 month Canadian LIBOR. The actual rate was 4.26% at December 31, 2006. The Company recorded $2 million of interest expense related to the debt for 2007 and less than $1 million for both 2006 and 2005.

Cadbury Schweppes Americas Holding BV (“CSAHBV”)

The Company has a variety of debt agreements with CSAHBV with maturity dates ranging from 2009 to 2017. These agreements had a combined outstanding principal balance of $2,468 million as of December 31, 2007 and bear interest at a floating rate ranging between 6-month USD LIBOR plus 0.75% to 6-month USD LIBOR plus 1.75%. The Company recorded $149 million of interest expense related to these notes for 2007.

Cadbury Schweppes Treasury America (“CSTA”)

Total principal owed to CSTA was $0 million and $235 million as of December 31, 2007 and 2006, respectively. The note carried a stated rate of 7.25% per annum. The note was purchased by an entity within the Company on May 23, 2007. The Company recorded $7 million and $11 million of interest expense related to these notes for 2007 and 2006, respectively.

F-58

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

Debt Payable to Third Parties

	December 31,			December 31,
	2007			2006
Note payable to a bank. Interest payments due quarterly (interest at CDOR(1) + .325%, due April 2008, payable in Canadian Dollars)(2)	$	—		$	114
Note payable to a bank. Interest payments due quarterly (interest at CDOR(1) + .45%, due April 2010, payable in Canadian Dollars)(2)		—			129
Bonds payable, 4.90% fixed interest rate. Interest payments due semiannually. Principal due December 2008. Payable in Canadian Dollars(3)		—			278
Capital leases		21			24
Total		21			545
Less current installments		(2	)		(2	)
Long-term debt payable to third parties	$	19		$	543

(1)	CDOR is the average of the annual rates for Canadian Dollar bankers’ acceptances having the specified term and face amount of the banks named in Schedule 1 of the Canadian Bank Act.
(2)	On August 29, 2007, the Company transferred the notes payable to bank obligations of $281 million to a subsidiary of Cadbury Schweppes, with no potential for future recourse against the Company.
(3)	On August 31, 2007, the Company paid off the outstanding balance of bonds payable.

Long-Term Debt Maturities

Long-term debt maturities, excluding capital leases, for the next five years are as follows (in millions):

Year
2008	$	126
2009		494
2010		—
2011		425
2012		740
Thereafter		1,234
	$	3,019

Lines of Credit

As of December 31, 2007, the Company had available credit lines totaling $45 million. The Company had letters of credit totaling $9 million outstanding under its existing credit line facilities. Accordingly, the Company’s maximum borrowing base under these facilities was $36 million. The Company also had additional unused letters of credit totaling $23 million for its Bottling Group operations that were not related to any existing credit facilities.

Lease Commitments

The Company has leases for certain facilities and equipment which expire at various dates through 2020. Operating lease expense was $46 million, $39 million and $21 million in 2007, 2006 and 2005, respectively, and was not offset by any sublease rental income. Future minimum lease payments under capital and operating leases

F-59

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

with initial or remaining noncancellable lease terms in excess of one year as of December 31, 2007 are as follows (in millions):

	Operating		Capital
Year	Leases		Leases
2008	$	72	$	5
2009		53		5
2010		45		5
2011		36		4
2012		29		4
Thereafter		46		7
	$	281		30
Less imputed interest at rates ranging from 6.5% to 12.6%				(9	)
Present value of minimum lease payments			$	21

The future minimum lease commitments for leases that have been expensed as part of restructuring provisions in earlier years are not included in the above table. Of the $21 million above, $19 million is included in “long-term capital lease obligations”, and $2 million is included in “accounts payable and accrued expenses.”

11.   Commitments and Contingencies

Legal Matters

The Company is occasionally subject to litigation or other legal proceedings. Set forth below is a description of the Company’s significant pending legal matters and one recently settled legal matter. Although the estimated range of loss, if any, for the pending legal matters described below cannot be estimated at this time, the Company does not believe that the outcome of these, or any other, pending legal matters, individually or collectively, will have a material adverse effect on the business or financial condition of the Company although such matters may have a materially adverse effect on the Company’s results of operations in a particular period.

Snapple Distributor Litigation

In 2004, one of the Company’s subsidiaries, Snapple Beverage Corp., and several affiliated entities of Snapple Beverage Corp., including Snapple Distributors, Inc., were sued in United States District Court, Southern District of New York, by 57 area route distributors for alleged price discrimination, breach of contract, retaliation, tortious interference and breach of the implied duty of good faith and fair dealing arising out of their respective area route distributor agreements. Each plaintiff sought damages in excess of $225 million. The plaintiffs initially filed the case as a class action but withdrew their class certification motion. They are proceeding as individual plaintiffs but the cases have been consolidated for discovery and procedural purposes. On September 14, 2007, the court granted the Company’s motion for summary judgment, dismissing the plaintiff’s federal claims of price discrimination and dismissing, without prejudice, the plaintiff’s remaining claims under state law. The plaintiffs have filed an appeal of the decision and may decide to re-file the state law claims in state court. The Company believes it has meritorious defenses with respect to the appeal and will defend itself vigorously. However, there is no assurance that the outcome of the appeal, or any trial, if claims are refiled, will be in the Company’s favor.

Holk & Weiner Snapple Litigation

In 2007, Snapple Beverage Corp. was sued by Stacy Holk, in New Jersey Superior Court, Monmouth County, and by Hernant Mehta in the U.S. District Court, Southern District of New York. The plaintiffs filed the case as a class action. The plaintiffs allege that Snapple’s labeling of certain of its drinks is misleading and/or deceptive. The

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DR PEPPER SNAPPLE GROUP, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

plaintiffs seek unspecified damages on behalf of the class, including enjoining Snapple from various labeling practices, disgorging profits, reimbursing of monies paid for product and treble damages. The Mehta case in New York has since been dropped by the plaintiff. However, the attorneys in the Holk, New Jersey case and a new plaintiff, Evan Weiner, have since filed a new action in New York substantially similar to the New Jersey action. In each case, the Company has filed motions to dismiss the plaintiff’s claims on a variety of grounds. The Company believes it has meritorious defenses to the claims asserted and will defend itself vigorously. However, there is no assurance that the outcome of the Company’s motions or at trial will be in its favor.

Nicolas Steele v. Seven Up/RC Bottling Company Inc.
Robert Jones v. Seven Up/RC Bottling Company of Southern California, Inc.
California Wage Audit

In 2007, one of the Company’s subsidiaries, Seven Up/RC Bottling Company Inc., was sued by Nicolas Steele, and in a separate action by Robert Jones, in each case in Superior Court in the State of California (Orange County), alleging that its subsidiary failed to provide meal and rest periods and itemized wage statements in accordance with applicable California wage and hour law. The cases have been filed as class actions. The classes, which have not yet been certified, consist of all employees of one of the Company’s subsidiaries who have held a merchandiser or delivery driver position in southern California in the past three years. The potential class size could be substantially higher, due to the number of individuals who have held these positions over the three year period. On behalf of the classes, the plaintiffs claim lost wages, waiting time penalties and other penalties for each violation of the statute. The Company believes it has meritorious defenses to the claims asserted and will defend itself vigorously. However, there is no assurance that the outcome of this matter will be in its favor.

The Company has been requested to conduct an audit of its meal and rest periods for all non-exempt employees in California at the direction of the California Department of Labor. At this time, the Company has declined to conduct such an audit until there is judicial clarification of the intent of the statute. The Company cannot predict the outcome of such an audit.

Dr Pepper Bottling Company of Texas, Inc. Shareholder Litigation

On June 1, 2007, the Company settled a lawsuit brought in 1999 by certain stockholders of Dr Pepper Bottling Company of Texas, Inc. for $47 million, which included $15 million of interest. The lawsuit was assumed as part of the DPSUBG acquisition (see Note 3) and was fully reserved as of December 31, 2006.

Environmental, Health and Safety Matters

The Company operates many manufacturing, bottling and distribution facilities. In these and other aspects of the Company’s business, it is subject to a variety of federal, state and local environment, health and safety laws and regulations. The Company maintains environmental, health and safety policies and a quality, environmental, health and safety program designed to ensure compliance with applicable laws and regulations. However, the nature of the Company’s business exposes it to the risk of claims with respect to environmental, health and safety matters, and there can be no assurance that material costs or liabilities will not be incurred in connection with such claims. However, the Company is not currently named as a party in any judicial or administrative proceeding relating to environmental, health and safety matters which would materially affect its operations.

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DR PEPPER SNAPPLE GROUP, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

12.   Restructuring Costs

Operating Segment	2007		2006		2005
Beverage Concentrates	$	24	$	5	$	1
Finished Goods		20		3		3
Bottling Group		16		8		—
Mexico and Caribbean		7		3		1
Corporate		9		8		5
Total Restructuring Costs	$	76	$	27	$	10

The Company implements restructuring programs from time to time and incurs costs that are designed to improve operating effectiveness and lower costs. These programs have included closure of manufacturing plants, reductions in force, integration of back office operations and outsourcing of certain transactional activities. When the Company implements these programs, it incurs various charges, including severance and other employment-related costs.

The charges recorded during 2007 are primarily related to the following:

•  Organizational restructuring announced on October 10, 2007. As of December 31, 2007, this restructuring, which was intended to create a more efficient organization, resulted in the reduction of approximately 450 employees in the Company’s corporate, sales and supply chain functions and included approximately 98 employees in Plano, Texas, 131 employees in Rye Brook, New York and 54 employees in Aspers, Pennsylvania, with the balance occurring at a number of sites located in the United States, Canada and Mexico. The restructuring also includes the closure of two manufacturing facilities in Denver, Colorado (closed in December 2007) and Waterloo, New York (due to close in March 2008). The employee reductions and facilities closures are expected to be completed by June 2008. As a result of this restructuring, the Company recognized a charge of $32 million in 2007.

•  Continued integration of the Bottling Group, which was initiated in 2006, resulted in charges of $21 million.

•  Integration of technology facilities initiated in 2007.

•  Closure of the St. Catharines facility initiated in 2007.

The charges recorded during 2006 are primarily related to the following:

•  Integration of the Bottling Group initiated in 2006; and

•  Outsourcing initiatives of the Company’s back office operations service center and a reorganization of the Company’s IT operations initiated in 2006.

The charges recorded during 2005 are primarily related to the following:

•  Implementation of additional phases of the Company’s back office operations service center initiated in 2004; and

•  Closure of the North Brunswick plant initiated in 2004.

The Company expects to incur approximately $42 million of total pre-tax, non-recurring charges in 2008 with respect to the restructuring items discussed above.

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DR PEPPER SNAPPLE GROUP, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

Restructuring liabilities along with charges to expense, cash payment and non-cash charges were as follows (in millions):

	Workforce
	Reduction			Asset			External			Closure
	Costs			Write-off			Consulting			Costs			Other			Total
Balance as of December 31, 2005	$	5		$	—		$	—		$	—		$	2		$	7
2005 Charges to expense		2			—			5			1			2			10
2005 Cash payments		(7	)		—			(10	)		(1	)		(3	)		(21	)
Due to/from Cadbury Schweppes		1			—			5			—			—			6
Balance as of January 1, 2006		1			—			—			—			1			2
Charges to expense		9			3			9			1			5			27
Cash payments		(7	)		—			(12	)		(1	)		(6	)		(26	)
Non-cash items		(1	)		(3	)		3			—			—			(1	)
Balance as of December 31, 2006		2			—			—			—			—			2
Charges to expense		47			3			10			5			11			76
Cash payments		(22	)		—			(13	)		(5	)		(12	)		(52	)
Non-cash items		2			(3	)		4			—			1			4
Balance as of December 31, 2007	$	29		$	—		$	1		$	—		$	—		$	30

Restructuring liabilities are included in “accounts payable and accrued expenses.”

Restructuring charges recorded by each operating segment were as follows:

Beverage Concentrates

Beverage Concentrates recorded restructuring costs of $24 million, $5 million and $1 million in 2007, 2006 and 2005, respectively. During 2007, the costs primarily related to the organizational restructuring. There were also additional costs related to various other cost reduction and efficiency initiatives. The cost reduction and efficiency initiatives primarily related to the alignment of management information systems, the consolidation of the back office operations from the acquired businesses, the elimination of duplicate employees, and employee relocations. The Beverage Concentrates segment expects to incur additional charges related to these restructuring plans of approximately $15 million over the next year.

During 2006 and 2005, the charges mainly related to the integration of the Bottling Group with existing businesses of American Beverages.

Finished Goods

Finished Goods recorded restructuring costs of $20 million, $3 million and $3 million in 2007, 2006 and 2005, respectively. During 2007, the costs primarily related to the organizational restructuring in a number of sites located in the United States and Canada. The Finished Goods segment expects to incur additional charges related to this restructuring plan of approximately $11 million over the next year.

During 2006, the costs primarily related to the integration of the Bottling Group. During 2005, the charges mainly related to the integration of Finished Goods into the existing business of Americas Beverages. These respective activities were completed in 2007.

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DR PEPPER SNAPPLE GROUP, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

Bottling Group

Bottling Group recorded restructuring costs of $16 million and $8 million in 2007 and 2006, respectively, primarily related to the integration of the Bottling Group as discussed above. Bottling Group expects to incur additional costs related to their restructuring plan of approximately $13 million over the next year.

Mexico and the Caribbean

Mexico and the Caribbean recorded restructuring costs of $7 million, $3 million and $1 million in 2007, 2006 and 2005, respectively. The costs primarily related to restructuring actions initiated in 2003 to outsource the activities of Mexico and the Caribbean’s warehousing and distribution processes. During 2007, there were also costs related to the organizational restructuring in a number of sites located in Mexico. The cumulative amount related to the reduction in force incurred to date is $1 million. The Company expects to incur additional costs related to this restructuring plan of approximately $2 million over the next year.

Corporate

The Company recorded corporate restructuring costs of $9 million, $8 million and $5 million in 2007, 2006 and 2005, respectively. During 2007, the costs primarily related to the organizational restructuring. The Company has incurred cumulative costs of $3 million to date and expects to incur additional costs related to this restructuring plan of approximately $1 million over the next year.

During 2006, the costs primarily related to restructuring actions initiated in 2006, and the human resource outsourcing program that was initiated in 2005. No further costs are expected to be incurred by the Company in respect of these programs. During 2005, the charges mainly related to the outsourcing of human resources activities in Latin America and the global outsourcing of shared business services that were both initiated in 2005. The human resource outsourcing program was complete in 2005.

13.   Employee Benefit Plans

Pension and Postretirement Plans

The Company has nine stand-alone non-contributory defined benefit plans each with a measurement date of September 30. To participate in the defined benefit plans, employees must have been employed by the Company for at least one year.

The Company has five stand-alone postretirement health care plans, which provide benefits to a defined group of employees at the discretion of the Company. These postretirement benefits are limited to eligible expenses and are subject to deductibles, co-payment provisions, and lifetime maximum amounts on coverage. Employee benefit plan obligations and expenses included in the combined financial statements are determined from actuarial analyses based on plan assumptions; employee demographic data, including years of service and compensation; benefits and claims paid; and employer contributions. These funds are funded as benefits are paid, and therefore do not have an investment strategy or targeted allocations for plan assets.

Cadbury Schweppes sponsors five defined benefit plans and one postretirement health care plan in which employees of the Company participate. Expenses related to these plans were determined by specifically identifying the costs for the Company’s participants.

SFAS 158 requires that beginning in 2008, assumptions used to measure the Company’s annual pension and postretirement medical expenses be determined as of the balance sheet date and all plan assets and liabilities be reported as of that date. For fiscal years ending December 31, 2007 and prior, the majority of the Company’s pension and other postretirement plans used a September 30 measurement date and all plan assets and obligations were generally reported as of that date.

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DR PEPPER SNAPPLE GROUP, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

U.S. Plans

The following table summarizes the components of net periodic benefit cost for the U.S. defined benefit plans recognized in the Combined Statements of Operations (in millions):

	2007			2006			2005
Service cost	$	1		$	1		$	1
Interest cost		3			2			1
Expected return on assets		(4	)		(2	)		(1	)
Curtailments/settlements		(1	)		—			—
Net periodic benefit costs	$	(1	)	$	1		$	1

Total net periodic benefit cost for the U.S. postretirement plans was less than $0.5 million for 2007, 2006 and 2005. The estimated prior service cost and estimated net loss for the U.S. plans that will be amortized from accumulated other comprehensive loss into periodic benefit cost in 2008 is each less than $0.5 million.

The following table summarizes the projected benefit obligation for U.S. plans as of December 31, 2007 and 2006 (in millions):

							Post-retirement
	Pension Plans						Benefit Plans
	2007			2006			2007			2006
As of beginning of year	$	58		$	21		$	6		$	4
Service cost		1			1			—			—
Interest cost		3			2			—			—
Acquired in business combinations		—			35			—			2
Actuarial gain/(loss)		(4	)		—			1			—
Benefits paid		(3	)		(1	)		(1	)		—
Curtailments/settlements		(9	)		—			—			—
As of end of year	$	46		$	58		$	6		$	6
Accumulated benefit obligations	$	46		$	57		$	5		$	5

The principal assumptions related to the U.S. defined benefit plans and postretirement benefit plans are shown below:

										Post-retirement
	Pension Plans									Benefit Plans
	2007			2006			2005			2007			2006			2005
Weighted-average discount rate		5.90	%		5.72	%		5.50	%		5.90	%		5.90	%		5.50	%
Expected long-term rate of return on assets		7.30	%		7.53	%		7.30	%		N/A			N/A			N/A
Rate of increase in compensation levels		N/A			N/A			N/A			N/A			4.00	%		4.00	%

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DR PEPPER SNAPPLE GROUP, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

The following table is a reconciliation of the U.S. defined benefit pension plans’ assets (in millions):

	2007			2006
Fair value of plan assets
As of beginning of year	$	56		$	19
Actual return of plan assets		7			2
Employer contribution		2			2
Acquired in business combinations		—			34
Actuarial gain/loss		—			1
Benefits paid		(3	)		(2	)
Special termination benefits		(9	)		—
As of end of year	$	53		$	56

Benefits paid from the U.S. post-retirement plans were $1 million in 2007 and less than $0.5 million in 2006. The expected long-term rate of return on U.S. pension fund assets held by the Company’s pension trusts was determined based on several factors, including input from pension investment consultants and projected long-term returns of broad equity and bond indices. The plans’ historical returns were also considered. The expected long-term rate of return on the assets in the plans was based on an asset allocation assumption of about 60% with equity managers, with expected long-term rates of return of approximately 8.5%, and 40% with fixed income managers, with an expected long-term rate of return of about 5.5%. The actual asset allocation is regularly reviewed and periodically rebalanced to the targeted allocation when considered appropriate.

The asset allocation for the U.S. defined benefit pension plans for December 31, 2007 and 2006 are as follows:

	2007			2006
Equity securities		60	%		60	%
Fixed income		40	%		40	%
Total		100	%		100	%

The following table summarizes the Company’s funded status for the U.S. plans as of December 31, 2007 and 2006 (in millions):

							Post-retirement
	Pension Plans						Benefit Plans
	2007			2006			2007			2006
Projected benefit obligation	$	(46	)	$	(58	)	$	(5	)	$	(6	)
Plan assets at fair value		53			56			—			—
Funded status of plan	$	7		$	(2	)	$	(5	)	$	(6	)
Funded status — overfunded	$	8		$	2		$	—		$	—
Funded status — underfunded		(1	)		(4	)		(5	)		(6	)

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DR PEPPER SNAPPLE GROUP, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

The following table summarizes amounts recognized in the balance sheets related to the U.S. plans as of December 31, 2007 and 2006 (in millions):

							Post-retirement
	Pension Plans						Benefit Plans
	2007			2006			2007			2006
Other assets	$	8		$	2		$	—		$	—
Current liabilities		—			—			(1	)		(1	)
Non-current liabilities		(1	)		(4	)		(4	)		(5	)
Accumulated other comprehensive income		—			6			1			(1	)
Net amount recognized	$	7		$	4		$	(4	)	$	(7	)

The following table summarizes amounts included in “accumulated other comprehensive income” for the U.S. plans as of December 31, 2007 and 2006 (in millions):

						Post-retirement
	Pension Plans					Benefit Plans
	2007			2006		2007		2006
Prior service cost	$	2		$	2	$	—	$	—
Net (gains) losses		(2	)		4		1		(1	)
Amounts in accumulated other comprehensive (income) loss	$	—		$	6	$	1	$	(1	)

The following table summarizes key pension plan information regarding plans whose accumulated benefit obligations exceed the fair value of their respective plan assets (in millions):

					Post-retirement
	Pension Plans				Benefit Plans
	2007		2006		2007		2006
Projected benefit obligation	$	10	$	22	$	5	$	6
Accumulated benefit obligation		10		22		—		—
Fair value of plan assets		9		20		—		—

The following table summarizes the expected cash activity for the U.S. defined benefit plans and postretirement benefit plans in the future (in millions):

Year	2007		2006
Company contributions — 2008
Benefit payments	$	—	$	—
2008		2		1
2009		2		1
2010		2		1
2011		2		1
2012		2		1
2013 — 2017		15		2

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DR PEPPER SNAPPLE GROUP, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

For measuring the expected postretirement benefit obligation for the U.S. plans, the following health care cost trend rate assumptions were used:

Years	Rate
2007	9%
2008 — 2015	0.5% reduction each year to an ultimate rate of 5% in 2015

The effect of a 1% increase or decrease in health care trend rates on the U.S. postretirement benefit plans would change the benefit obligation at the end of the year and the service cost plus interest cost by less than $0.5 million.

Foreign Plans

The following table summarizes the components of net periodic benefit cost related to foreign defined benefit plans recognized in the Combined Statements of Operations (in millions):

	2007			2006			2005
Service cost	$	1		$	1		$	1
Interest cost		1			1			1
Expected return on assets		(1	)		(1	)		(1	)
Net periodic benefit costs	$	1		$	1		$	1

Total net periodic benefit cost for the foreign postretirement plans was less than $0.5 million for 2007, 2006 and 2005. The estimated prior service cost and estimated net loss for the foreign plans that will be amortized from accumulated other comprehensive loss into net periodic benefit cost in 2008 are each less than $0.5 million.

The following table summarizes the projected benefit obligation for foreign plans as of December 31, 2007 and 2006 (in millions):

							Post-retirement
	Pension Plans						Benefit Plans
	2007			2006			2007		2006
As of beginning of year	$	18		$	18		$	2	$	4
Service cost		1			1			—		—
Interest cost		1			1			—		—
Exchange adjustments		2			—			—		—
Actuarial gain/(loss)		(2	)		—			1		(2	)
Benefits paid		—			(1	)		—		—
Curtailments/settlements		—			(1	)		—		—
As of end of year	$	20		$	18		$	3	$	2
Accumulated benefit obligations	$	19		$	17		$	3	$	2

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DR PEPPER SNAPPLE GROUP, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

The principal assumptions related to the foreign defined benefit plans and postretirement benefit plans are shown below:

										Post-retirement
	Pension Plans									Benefit Plans
	2007			2006			2005			2007			2006			2005
Weighted-average discount rate		6.06	%		5.98	%		6.09	%		5.25	%		5.98	%		6.09	%
Expected long-term rate of return on assets		7.56	%		7.61	%		7.74	%		N/A			N/A			N/A
Rate of increase in compensation levels		3.81	%		4.13	%		4.27	%		3.50	%		4.50	%		5.00	%

The following table is a reconciliation of the foreign defined benefit pension plans’ assets (in millions):

	2007			2006
Fair value of plan assets
As of beginning of year	$	16		$	14
Actual return of plan assets		—			2
Employer contribution		1			1
Exchange adjustments		1			—
Benefits paid		(1	)		(1	)
As of end of year	$	17		$	16

Benefits paid from the foreign postretirement plans were less than $0.5 million for 2007 and 2006.

The expected long-term rate of return on foreign pension fund assets held by the Company’s pension trusts was determined based on several factors, including input from pension investment consultants and projected long-term returns of broad equity and bond indices. The plans’ historical returns were also considered. The expected long-term rate of return on the assets in the plans was based on an asset allocation assumption of about 44% with equity managers, with expected long-term rates of return of approximately 8.5%, and 56% with fixed income managers, with an expected long-term rate of return of about 5.9%. The actual asset allocation is regularly reviewed and periodically rebalanced to the targeted allocation when considered appropriate.

The asset allocation for the foreign defined benefit pension plans as of December 31, 2007 and 2006 are as follows:

	2007			2006
Equity securities		44	%		43	%
Fixed income		56	%		57	%
Total		100	%		100	%

The following table summarizes the Company’s funded status for the foreign plans as of December 31, 2007 and 2006 (in millions):

							Post-retirement
	Pension Plans						Benefit Plans
	2007			2006			2007			2006
Projected benefit obligation	$	(20	)	$	(18	)	$	(3	)	$	(2	)
Plan assets at fair value		17			16			—			—
Funded status of plan	$	(3	)	$	(2	)	$	(3	)	$	(2	)
Funded status — overfunded	$	2		$	2		$	—		$	—
Funded status — underfunded		(5	)		(4	)		(3	)		(2	)

F-69

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

The following table summarizes amounts recognized in the Combined Balance Sheets related to the foreign plans as of December 31, 2007 and 2006 (in millions):

							Post-retirement
	Pension Plans						Benefit Plans
	2007			2006			2007			2006
Other assets	$	2		$	2		$	—		$	—
Non-current liabilities		(5	)		(4	)		(3	)		(3	)
Accumulated other comprehensive (income) loss		5			6			(2	)		(2	)
Net amount recognized	$	2		$	4		$	(5	)	$	(5	)

The following table summarizes amounts included in accumulated other comprehensive (income) loss for the foreign defined benefit plans as of December 31, 2007 and 2006 (in millions):

					Post-retirement
	Pension Plans				Benefit Plans
	2007		2006		2007			2006
Prior service cost	$	—	$	—	$	(1	)	$	(1	)
Net (gains) losses		5		6		(1	)		(1	)
Amounts in accumulated other comprehensive (income) loss	$	5	$	6	$	(2	)	$	(2	)

The following table summarizes key pension plan information regarding plans whose accumulated benefit obligations exceed the fair value of their respective plan assets (in millions):

					Post-retirement
	Pension Plans				Benefit Plans
	2007		2006		2007		2006
Projected benefit obligation	$	17	$	15	$	3	$	2
Accumulated benefit obligation		17		15		—		—
Fair value of plan assets		13		11		—		—

The following table summarizes the expected cash activity for the foreign defined benefit plans and postretirement benefit plans in the future (in millions):

Year	2007		2006
Company contributions — 2008
Benefit payments	$	1	$	—
2008		1		—
2009		1		—
2010		1		—
2011		1		—
2012		1		—
2013 — 2017		6		1

F-70

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

For measuring the expected postretirement benefit obligation for the foreign plans, the following health care cost trend rate assumptions were used:

Years	Rate
2007	9%
2008 — 2015	0.5% reduction each year to an ultimate rate of 5% in 2015

The effect of a 1% increase or decrease in health care trend rates on the foreign postretirement benefit plans would change the benefit obligation at the end of the year and the service cost plus interest cost by less than $0.5 million.

Multi-employer Plans

The following table summarizes the components of net periodic benefit cost related to the U.S. multi-employer plans recognized in the Combined Statements of Operations (in millions):

										Post-retirement
	Pension Plans									Benefit Plans
	2007			2006			2005			2007			2006		2005
Service cost	$	13		$	12		$	15		$	1		$	1	$	1
Interest cost		17			15			14			1			1		1
Expected return on assets		(13	)		(10	)		(10	)		(1	)		—		—
Recognition of actuarial gain		5			5			5			—			—		—
Curtailments/settlements		—			2			—			—			—		—
Net periodic benefit costs	$	22		$	24		$	24		$	1		$	2	$	2

Each individual component and total periodic benefit cost for the foreign multi-employer plans were less than $0.5 million for all periods presented in the Combined Statement of Operations.

The contributions paid into the U.S. and foreign multi-employer plans on the Company’s behalf by Cadbury Schweppes were $30 million, $30 million and $34 million for 2007, 2006 and 2005, respectively.

Savings Incentive Plan

The Company sponsors a 401(k) Retirement Plan that covers substantially all employees who meet certain eligibility requirements. This plan permits both pretax and after-tax contributions, which are subject to limitations imposed by Internal Revenue Service regulations. The Company matches employees’ contributions up to specified levels. The Company’s contributions to this plan were approximately $12 million in 2007 and $6 million in 2006 and 2005. The Company’s contributions for 2008 are estimated to be approximately $14 million.

14.   Stock-Based Compensation Plan

Certain of the Company’s employees participate in stock-based compensation plans sponsored by Cadbury Schweppes. These plans provide employees with stock or options to purchase stock in Cadbury Schweppes. Given that the Company’s employees directly benefit from participation in these plans, the expense incurred by Cadbury Schweppes for options granted to its employees has been reflected in the Company’s Combined Statements of Operations in “selling, general, and administrative expenses.” Stock-based compensation expense was $21 million ($13 million net of tax), $17 million ($10 million net of tax) and $22 million ($13 million net of tax) in 2007, 2006 and 2005, respectively.

Prior to January 2, 2005, the Company applied APB 25 and related interpretations when accounting for its stock-based compensation plan. Under APB 25, compensation expense was determined as the difference between

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NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

the market price and exercise price of the share-based award. For fixed plans, compensation expense was determined on the date of grant. For variable plans, compensation expense was measured at each balance sheet date until the award became vested. Stock-based compensation expense for 2007, 2006 and 2005 has been determined based on SFAS 123(R), which the Company adopted effective, January 3, 2005. SFAS 123(R) requires the recognition of compensation expense in the Combined Statements of Operations related to the fair value of employee share-based awards. SFAS 123(R) revised SFAS 123 and supersedes APB 25. The Company selected the modified prospective method of transition; accordingly, prior periods have not been restated. Upon adoption of SFAS 123(R), for awards which were classified as liabilities, the Company was required to reclassify the APB 25 historical compensation cost from equity to liability and to recognize the difference between this and the fair value liability through the current year statement of operations. The cumulative effect of the change in accounting policy for 2005 is recognized as a decrease in net income of $10 million net of tax ($16 million gross) in the Company’s Combined Statements of Operations, as a separate line item “cumulative effect of change in accounting policy.”

Since January 2, 2005, the Company has recognized the cost of all unvested employee stock-based compensation plans on a straight-line attribution basis over their respective vesting periods, net of estimated forfeitures. Certain of the Company’s employee share plans contain inflation indexed earnings growth performance conditions. SFAS 123(R) requires plans with such performance criteria to be accounted for under the liability method. The liability method, as set out in SFAS 123(R), requires a liability be recorded on the balance sheet whereas no liability is required for employee share awards accounted for under the equity method. In addition, in calculating the income statement charge for share awards under the liability method, the fair value of each award must be re-measured at each reporting date until vesting whereas the equity method requires the charge be calculated with reference to the grant date fair value. This charge is calculated by estimating the number of awards expected to vest for each plan which is adjusted over the vesting period. This charge includes an allocation of stock-based compensation costs incurred by Cadbury Schweppes but which related to employees of the Company.

The outstanding value of options recognized by the equity method has been reflected in “Cadbury Schweppes’ net investment” in “total invested equity,” while the options utilizing the liability method are reflected in “accounts payable and accrued expenses” for the current portion and “other non-current liabilities” for the non-current portion. The Company did not receive cash in any year, as a result of option exercises under share-based payment arrangements. Actual tax benefits realized for the tax deductions from option exercises were $10 million, $5 million and $7 million for 2007, 2006 and 2005, respectively. As of December 31, 2007, there was $6 million of total unrecognized before-tax compensation cost related to nonvested stock-based compensation arrangements. That cost is expected to be recognized over a weighted-average period of 1.7 years. The total intrinsic value of options exercised during the year was $24 million, $13 million and $17 million for 2007, 2006 and 2005, respectively. An expense is recognized for the fair value at the date of grant of the estimated number of shares that will be awarded to settle the awards over the vesting period of each scheme.

The Company presents the tax benefits of deductions from the exercise of stock options as financing cash inflows in the Combined Statements of Cash Flows.

Awards under the plans are settled by Cadbury Schweppes, through either repurchases of publicly available shares, or awards under the Bonus Share Retention Plan (“BSRP”) and the Long Term Incentive Plan (“LTIP”) will normally be satisfied by the transfer of shares to participants by the trustees of the Cadbury Schweppes Employee Trust (the “Employee Trust”). The Employee Trust is a general discretionary trust whose beneficiaries include employees and former employees of Cadbury Schweppes and their dependents.

The Company has a number of share option plans that are available to certain senior executives, including the LTIP and BSRP, and the Discretionary Share Option Plans (“DSOP”), full details of which are included below.

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Long Term Incentive Plan

Approximately 15 senior executives of the Company have been granted a conditional award of shares under the LTIP. This award recognizes the significant contribution they make to shareowner value and is designed to incentivize them to strive for sustainable long-term performance. In 2007, awards for the 2007-2009 performance cycles were made to senior executives. Participants accumulate dividend equivalent payments both on the conditional share awards (which will only be paid to the extent that the performance targets are achieved) and during the deferral period. This part of the award is calculated as follows: number of shares vested multiplied by aggregate of dividends paid in the performance period divided by the share price on the vesting date. The current LTIP has been in place since 1997. In 2004, the Compensation Committee of Cadbury Schweppes (“the Committee”) made a number of changes to the LTIP, and the table below sets forth its key features. As explained below, from 2006, performance ranges for the growth in Underlying Earnings per Share (“UEPS”) are expressed in absolute rather than post-inflation terms.

	Awards Made Prior to 2004	Awards Made for 2004 Forward
Face value of conditional share award made	50%-80% of base salary	50%-120% of base salary (2004 and 2005). 80%-160% of base salary (2006 forward).
Performance conditions	Award is based on Total Stockholder Return (“TSR”) relative to the Comparator Group with a UEPS hurdle.	Half of the award is based on growth in UEPS over the three year performance period. The other half of the award is based on TSR relative to the Comparator Group.
UEPS vesting requirement(1)	For the award to vest at all, UEPS must have grown by at least the rate of inflation as measured by the Retail Price Index plus 2% per annum (over three years).	The extent to which some, all or none of the award vest depends upon annual compound growth in aggregate UEPS over the performance period:
		•   30% of this half of the award will vest if the absolute compound annual growth rate achieved is 6% or more.
		•   100% of this half of the award will vest if the absolute compound annual growth rate achieved is 10% or more.
		•   Between 6% and 10%, the award will vest proportionately.
TSR vesting requirement(1)	The extent to which some, all or none of the award vests depends on our TSR relative to the Comparator Group:	The extent to which some, all or none of the award vests depends upon our TSR relative to the Comparator Group:
	•   The minimum award of 50% of the shares conditionally granted will vest at the 50th percentile ranking.	•   30% of this half of the award will vest at the 50th percentile ranking from 2006.
	•   100% of the award will vest at the 80th percentile ranking or above.	•   100% of this half of the award will vest at the 80th percentile ranking or above.

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NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

	Awards Made Prior to 2004	Awards Made for 2004 Forward
	•   Between the 50th and 80th percentiles, the award will vest proportionately.	•   Between the 50th and 80th percentiles, the award will vest proportionately.
Re-tests	If the TSR performance criteria is not satisfied in the initial three year performance period, the award will be deferred on an annual basis for up to three years until the performance is achieved over the extended period (i.e., either four, five or six years). If the award does not vest after six years, then it will lapse.	There are no re-tests and the award will lapse if the minimum requirements are not met in the initial three year performance period.
Comparator Group	A weighting of 75% is applied to the UKT companies in the Comparator Group, and 25% to the non-UK based companies.	The Comparator Group has been simplified and amended to include companies more relevant to the Company, and there will be no weighting as between UK and non-UK companies.

(1) For cycles beginning in 2004 and 2005, threshold vesting was 40% of the award, and performance ranges for the growth in UEPS was expressed in post-inflation terms.

The TSR measure is a widely accepted and understood benchmark of a company’s performance. It is measured according to the return index calculated by Thomson Financial on the basis that a company’s dividends are invested in the shares of that company. The return is the percentage increase in each company’s index over the performance period. UEPS is a key indicator of corporate performance. It is measured on an absolute basis (real prior to 2006 after allowing for inflation). Sustained performance is therefore required over the performance cycle as each year counts in the calculation.

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NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

The following companies were selected as comparator companies (the “Comparator Group”) to reflect the global nature of Cadbury Schweppes business:

	Non-UK-Based	Head Office
UK-Based Companies	Companies	Location
Allied Domecq #	Campbell Soup	US
Associated British Foods	Coca-Cola	US
Diageo	Coca-Cola Enterprises	US
Northern Foods	Colgate-Palmolive	US
Reckitt Benckiser	ConAgra	US
Scottish & Newcastle	CSM	Netherlands
Tate & Lyle	Danone	France
Unilever	General Mills	US
	Heinz	US
	Hershey	US
	Kellogg	US
	Kraft Foods	US
	Lindt & Sprungli	Switzerland
	Nestlé	Switzerland
	Pepsi Bottling Group	US
	PepsiCo	US
	Pernod Ricard	France
	Procter & Gamble	US
	Sara Lee	US
	Wrigley	US

# indicates a company dropped from the Comparator Group in 2005 due to it no longer being a publicly quoted company

Awards under the LTIP (both before and after 2004) will vest in full following a change in control in Cadbury Schweppes, but only to the extent that performance targets have been met at the time of the change in control unless Cadbury Schweppes decides that the awards would have vested to a greater or lesser extent had the performance targets been measured over the normal period.

The maximum number of shares issued under this plan, to all Cadbury Schweppes employees, was 3 million in each of 2007, 2006 and 2005. Awards made under this plan are classified as either equity, for those with TSR vesting conditions, or liabilities, for those with UEPS vesting conditions. The expense recognized by the Company in respect of these awards was $1 million, $1 million and $2 million in 2007, 2006 and 2005, respectively.

Bonus Share Retention Plan

The BSRP enables participants to invest all or part of their Annual Incentive Plan (“AIP”) award in Cadbury Schweppes shares (“Deferred Shares”) and earn a Cadbury Schweppes match of additional shares after three years. During the three year period, the shares are held in trust. If a participant leaves Cadbury Schweppes during the three-year period, they forfeit some of the additional shares, and in certain cases, it is possible that all of the Deferred Shares and the additional shares may be forfeited.

The number of matching shares that will be provided for grants from 2006 is as follows:

Absolute Compound Annual Growth in
Aggregate Underlying Economic Profit	Percentage of Matching Shares
(UEP) Over the Three Year	Awarded at the End of the
Deferral Period Equivalent to:	Period
Below 4%	40% (Threshold)
4%	40%
8%	70%
12% or more	100% (Maximum)

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NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

There is a straight line sliding scale between those percentages. UEP is measured on an aggregate absolute growth basis, the levels of growth required to achieve the highest levels of share match being demanding. For awards made before 2006, UEP performance was measured on a real basis, with a stepped vesting scale between the threshold and maximum. Awards under the BSRP will vest in full following a change in control in Cadbury Schweppes but only to the extent that performance targets have been met at the time of the change in control unless Cadbury Schweppes decides that the awards would have vested to a greater or lesser extent had the performance targets been measured over the normal period. The 2005-2007 and 2006-2008 cycles are currently expected to result in around two-thirds of the matching shares available being awarded. Actual vesting will depend upon performance over the full vesting period.

The BSRP is available to a group of senior executives of the Company. The maximum number of shares issued to employees under this plan was 3 million in each of 2007, 2006 and 2005. The fair value of the shares under the plan is based on the market price of the Cadbury Schweppes ordinary shares on the date of the award. Where the awards do not attract dividends during the vesting period, the market price is reduced by the present value of the dividends expected to be paid during the expected life of the awards. Awards under this plan in 2005 are classified as liabilities. Awards made in 2006 are classified as equity due to changes in the nature of the plan. The expense recognized by the Company in respect of these awards was $3 million, $3 million and $2 million in 2007, 2006 and 2005, respectively.

Discretionary Share Option Plans (DSOP)

No option grants were made to Executive Directors in 2007 or 2006 as discretionary share options were removed as part of the Cadbury Schweppes’ remuneration program. No rights to subscribe for shares or debentures of any Cadbury Schweppes company were granted to or exercised by any member of any of the Director’s immediate families during 2007. All existing discretionary share option plans which apply to Executive Directors use the following criteria:

	Annual Grants Made	Annual Grants Made
	Prior to May 21,	After May 21,
	2004	2004
Market value of option grant made to Executive Directors	Customary grant was 300% of base salary and the maximum was 400% of base salary.	Maximum of 200% of base salary. From 2006 onwards, no such grants are made other than in exceptional circumstances.
Performance condition	Exercise is subject to UEPS growth of at least the rate of inflation plus 2% per annum over three years.	Exercise is subject to real compound annual growth in UEPS of 4% for half the award to vest and 6% real growth for the entire award to vest over three years, measured by comparison to the UEPS in the year immediately preceding grant.
Re-tests	If required, re-testing has been on an annual basis on a rolling three-year base for the life of the option.	If the performance condition is not met within the first three years, the option will be retested in year five with actual UEPS growth in year five measured in relation to the original base year.

DSOP resulted in expense recognized by the Company of $8 million, $10 million and $17 million in 2007, 2006 and 2005, respectively. The DSOP consisted of the following three plans:

(i) A Share Option Plan for directors, senior executives and senior managers was approved by stockholders in May 1994. Options were granted prior to July 15, 2004 and are normally exercisable within a period of seven years commencing three years from the date of grant, subject to the satisfaction of certain performance criteria.

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NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

(ii) A Share Option Plan for eligible executives (previously called the Cadbury Schweppes Share Option Plan 1994, as amended at the 2004 Annual General Meeting (“AGM”) held on May 21, 2004). Options were granted after July 15, 2004, and are normally exercisable up to the 10th anniversary of grant, subject to the satisfaction of certain performance criteria.

(iii) The Cadbury Schweppes (New Issue) Share Option Plan 2004 was established by the Directors, under the authority given by stockholders in May 2004. Eligible executives are granted options to subscribe for new shares only. Subject to the satisfaction of certain performance criteria, options are normally exercisable up to the 10th anniversary of grant.

There are performance requirements for the exercising of options. The plans are accounted for as liabilities until vested, then as equity until exercised or lapsed.

Other Share Plans

Cadbury Schweppes has an International Share Award Plan (“ISAP”) which is used to reward exceptional performance of employees. Following the decision to cease granting discretionary options other than in exceptional circumstances, the ISAP is now used to grant conditional awards to employees, who previously received discretionary options. Awards under this plan are classified as liabilities until vested.

Share Award Fair Values

The fair value is measured using the valuation technique that is considered to be the most appropriate to value each class of award; these include Binomial models, Black-Scholes calculations, and Monte Carlo simulations. These valuations take into account factors such as nontransferability, exercise restrictions and behavioral considerations. Key assumptions are detailed below:

	2007
	BSRP	LTIP	ISAP
Expected volatility	N/A	15%	N/A
Expected life	3 years	3 years	1-3 years
Risk-free rate	5.5%	N/A	4.9%-5.8%
Expected dividend yield	2.5%	2.5%	2.5%-3.0%
Fair value per award (% of share price at date of grant)	185.5%	92.8% UEPS	91.8%-99.3%
		45.1% TSR
Possibility of ceasing employment before vesting	—	—	—
Expectations of meeting performance criteria	40%	70%	100%

	2006
	BSRP	LTIP	ISAP
Expected volatility	N/A	18%	N/A
Expected life	3 years	3 years	1-3 years
Risk-free rate	4.5%	N/A	4.2%-4.9%
Expected dividend yield	2.5%	2.5%	2.3%-2.5%
Fair value per award (% of share price at date of grant)	185.2%(1)	92.8% UEPS	93.0%-99.3%
		46% TSR
Possibility of ceasing employment before vesting	—	—	—
Expectations of meeting performance criteria	40%	70%	N/A

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DR PEPPER SNAPPLE GROUP, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

	2005
	BSRP	LTIP	DSOP	ISAP
Expected volatility	N/A	22%	22%	N/A
Expected life	3 years	3 years	(2)	1-3 years
Risk-free rate	4.5%	N/A	4.80%	4.3%
Expected dividend yield	2.5%	3.0%	3.0%	2.3%-2.5%
Fair value per award (% of share price at date of grant)	185.3%(1)	91.4% UEPS	23.0%	93.0%-97.8%
		49.6% TSR
Possibility of ceasing employment before vesting	—	—	9%	—
Expectations of meeting performance criteria	40%	50%	100%	N/A

(1)	Fair value of BSRP includes 100% of the matching shares available.
(2)	The fair value calculation of a discretionary share option uses an expected life to the point of expected exercise. This is determined through analysis of historical evidenced exercise patterns of option holders.

Expected volatility was determined by calculating the historical volatility of the Company’s share price over the previous three years. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of nontransferability, exercise restrictions and behavioral considerations. The risk-free rates used reflect the implied yield on zero coupon bonds issued in the UK, with periods which match the expected term of the awards valued. The expected dividend yield is estimated using the historical dividend yield of Cadbury Schweppes.

A summary of the status of the Company’s non-vested shares, in relation to the BSRP, LTIP and ISAP as of December 31, 2007, and changes during the year ended December 31, 2007, is presented below:

	Number of			Weighted
	Non-vested			Average
	Shares			Grant Date
	(‘000)			Fair Value
Non-vested as of December 31, 2006		2,388		$	6.61
Granted		743			4.62
Vested		(828	)		6.06
Forfeitures		(417	)		5.75
Non-vested as of December 31, 2007		1,886			6.26

The total grant date fair value of shares vested during the year was $5 million in 2007 and $1 million in each of 2006 and 2005. The total vested share units at December 31, 2007 were 237,447 with a weighted average grant date fair value of $6.31.

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DR PEPPER SNAPPLE GROUP, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

A summary of option activity during 2007, in relation to the DSOP, is presented below:

						Weighted
				Weighted		Average
				Average		Remaining		Aggregate
	Shares			Exercise		Contractual		Intrinsic
	(‘000)			Price		Term		Value
Outstanding at the beginning of the year		22,669		$	8.62
Exercised		(6,006	)	$	8.37
Cancelled		(146	)	$	9.76
Other		735		$	10.52
Outstanding at the end of the year		17,252		$	9.00		5.3	$	58,632
Exercisable at the end of the year		13,502		$	8.58		4.8	$	51,588

15.   Segments

The Company presents segment information in accordance with SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information, which established reporting and disclosure standards for an enterprise’s operating segments. Operating segments are defined as components of an enterprise that are businesses, for which separate financial information is available, and for which the financial information is regularly reviewed by the Company leadership team and the chief operating decision maker.

Segment results are based on management reports, which are prepared in accordance with International Financial Reporting Standards. Net sales and underlying operating profit (“UOP”) are the significant financial measures used to measure the operating performance of the Company’s operating segments. UOP is defined as income from operations before restructuring costs, non-trading items, interest, amortization and impairment of intangibles.

As of December 31, 2007, the Company’s operating structure consisted of the following four operating segments:

•  The Beverage Concentrates segment reflects sales from the manufacture of concentrates and syrups in the United States and Canada. Most of the brands in this segment are CSD brands.

•  The Finished Goods segment reflects sales from the manufacture and distribution of finished beverages and other products in the United States and Canada. Most of the brands in this segment are NCB brands.

•  The Bottling Group segment reflects sales from the manufacture, bottling and/or distribution of finished beverages, including sales of the Company’s own brands and third-party owned brands.

•  The Mexico and Caribbean segment reflects sales from the manufacture, bottling and/or distribution of both concentrates and finished beverages in those geographies.

Prior to December 31, 2007, the Company’s operating structure consisted of five operating segments. The five segments include Beverage Concentrates, Finished Goods, Bottling Group, Snapple Distributors, and Mexico and Caribbean. The previously reported Snapple Distributors segments is now reported under the Bottling Group segment. Financial information for all periods presented is reported under the current operating structure consisting of four reportable segments.

The Company’s current segment reporting structure is largely the result of acquiring and combining various portions of our business over the past several years. Although the Company continues to report its segments separately, due to the integrated nature of its business model, it manages its business to maximize profitability for the Company as a whole. As a result, profitability trends in individual segments may not be consistent with the profitability of the Company or comparable to its competitors.

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NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

The Company has significant intersegment transactions. For example, the Bottling Group segment purchases concentrates from the Beverage Concentrates segment. In addition, the Bottling Group segment purchases finished beverages from the Finished Goods segment. These sales are eliminated in preparing the Company’s combined results of operations. Intersegment transactions are included in segments net sales results for all periods presented.

The Company incurs selling, general and administrative expenses in each of its segments. In the Company’s segment reporting, the selling, general and administrative expenses of the Bottling Group, and Mexico and the Caribbean segments relate primarily to those segments. However, as a result of the Company’s historical segment reporting policies, certain combined selling activities that support the Beverage Concentrates and Finished Goods segments have not been proportionally allocated between these two segments. The Company also incurs certain centralized finance and corporate costs that support its entire business, which have not been directly allocated to its respective segments but rather have been allocated primarily to the Beverage Concentrates segment.

Information about the Company’s operations by operating segment for 2007, 2006 and 2005 is as follows (in millions):

	2007			2006			2005
Net Sales*
Beverage Concentrates	$	1,342		$	1,330		$	1,304
Finished Goods		1,562			1,516			1,516
Bottling Group		3,143			2,001			241
Mexico and the Caribbean		418			408			354
Segment total		6,465			5,255			3,415
Adjustments and eliminations		(717	)		(520	)		(210	)
Net Sales as Reported	$	5,748		$	4,735		$	3,205

* Intersegment revenue eliminations from the Bottling Group and Finished Goods segments were reclassified from revenues to adjustments and eliminations. Prior year balances have been recast to reflect these changes.

	2007			2006			2005
UOP
Beverage Concentrates	$	731		$	710		$	657
Finished Goods(1)		221			228			220
Bottling Group(1)		76			74			(11	)
Mexico and the Caribbean		100			102			96
Segment total		1,128			1,114			962
Corporate and other		(36	)		(10	)		14
Adjustments and eliminations		(275	)		(299	)		(189	)
Income before provision for income taxes, equity in earnings of unconsolidated subsidiaries and cumulative effect of change in accounting policy as reported	$	817		$	805		$	787

(1) UOP for the Bottling Group and Finished Goods segments have been recast to reallocate intersegment profit allocations to conform to the change in 2008 management reporting of segment UOP. The allocations totaled $54 million, $56 million ands $55 million for 2007, 2006 and 2005, respectively.

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DR PEPPER SNAPPLE GROUP, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

	2007			2006			2005
Depreciation
Beverage Concentrates	$	12		$	11		$	12
Finished Goods		23			21			22
Bottling Group		79			51			5
Mexico and the Caribbean		9			11			10
Segment total		123			94			49
Corporate and other		(1	)		(1	)		(2	)
Adjustments and eliminations		(2	)		1			1
Depreciation as reported	$	120		$	94		$	48

	December 31,			December 31,
	2007			2006
Fixed Assets
Beverage Concentrates	$	84		$	81
Finished Goods		135			131
Bottling Group		579			476
Mexico and the Caribbean		61			62
Segment total		859			750
Corporate and other		19			23
Adjustments and eliminations		(10	)		(18	)
Property, plant and equipment, net as reported		868			755
Current assets as reported		2,739			1,632
All other non-current assets as reported		6,921			6,959
Total assets as reported	$	10,528		$	9,346

Reconciliation of Segment Information

Total segment net sales include Beverage Concentrates and Finished Goods sales to the Bottling Group segment. These sales amounted to $726 million in 2007 and are eliminated in the Combined Statement of Operations.

UOP represents a measure of income from operations. To reconcile the segments’ total UOP to the Company’s total income from operations on a U.S. GAAP basis, adjustments are primarily required for: (1) restructuring costs, (2) non-cash compensation charges on stock option awards, (3) amortization and impairment of intangibles and (4) incremental pension costs. In addition, adjustments are required for total company corporate costs and other items. To reconcile UOP to the line item “income before provision for income taxes, equity in earnings of unconsolidated subsidiaries and cumulative effect of change in accounting policy” as reported on a U.S. GAAP basis, additional adjustments are required, primarily for interest expense, interest income and other expense (income).

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DR PEPPER SNAPPLE GROUP, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

Geographic Data

The Company utilizes separate legal entities for transactions with customers outside of the United States. Information about the Company’s operations by geographic region for 2007, 2006 and 2005 is below:

	2007		2006		2005
Net sales:
United States	$	5,122	$	4,151	$	2,675
International		626		584		530
Net sales	$	5,748	$	4,735	$	3,205

	December 31,		December 31,
	2007		2006
Property, plant and equipment — net:
United States	$	796	$	681
International		72		74
Property, plant and equipment — net	$	868	$	755

Major Customers

In 2007, Wal-Mart Stores, Inc. was the Company’s only customer which accounted for 10% or more of total net sales, with $588 million of net sales for the year. These sales were reported primarily in the Finished Goods and Bottling Group segments, contributing 16% and 10% of the segments’ net sales, respectively. No customers contributed 10% or more of total net sales in 2006 or 2005.

16.   Related Party Transactions

Allocated Expenses

Cadbury Schweppes has allocated certain costs to the Company, including costs in respect of certain corporate functions provided for us by Cadbury Schweppes. These allocations have been based on the most relevant allocation method for the services provided. To the extent expenses have been paid by Cadbury Schweppes on behalf of the Company, they have been allocated based upon the direct costs incurred. Where specific identification of expenses has not been practicable, the costs of such services has been allocated based upon the most relevant allocation method to the services provided, primarily either as a percentage of net sales or headcount of the Company. The Company was allocated $161 million, $142 million and $115 million of costs in 2007, 2006 and 2005, respectively.

Cash Management

Cadbury Schweppes uses a centralized approach to cash management and financing of operations. The Company’s cash is available for use and is regularly swept by Cadbury Schweppes operations in the United States at its discretion. Cadbury Schweppes also funds the Company’s operating and investing activities as needed. Transfers of cash, both to and from Cadbury Schweppes’ cash management system, are reflected as a component of “Cadbury Schweppes’ net investment” in the Company’s Combined Balance Sheets.

Royalties

The Company earns royalties from other Cadbury Schweppes-owned companies for the use of certain brands owned by the Company. Total amounts earned were $1 million, $1 million and $9 million for 2007, 2006 and 2005, respectively.

F-82

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

Notes Receivable

The Company held a notes receivable balance with wholly owned subsidiaries of Cadbury Schweppes with outstanding principal balances of $1,527 million and $579 million as of December 31, 2007 and 2006, respectively. The Company recorded $57 million, $25 million and $36 million of interest income related to these notes for 2007, 2006 and 2005, respectively.

Debt and Payables

The Company has entered into a variety of debt agreements with other companies owned by Cadbury Schweppes. These agreements (as well as outstanding balances under the agreements) are described in Note 10.

The related party payable balances of $175 million and $183 million as of December 31, 2007 and 2006, respectively, represent non-interest bearing payable balances with companies owned by Cadbury Schweppes, related party accrued interest payable associated with interest bearing notes, and related party payables for sales of goods and services all with companies owned by Cadbury Schweppes. The non-interest bearing payable balance was $75 million and $158 million as of December 31, 2007 and 2006, respectively. The accrued interest payable balance was $11 million and $25 million at December 31, 2007 and 2006, respectively. The intercompany current payable was $89 million as of December 31, 2007.

Transactions with Dr Pepper/Seven Up Bottling Group

Prior to the Company’s acquisition of the remaining shares of DPSUBG on May 2, 2006, the Company and DPSUBG entered into various transactions in the ordinary course of business as outlined below:

Marketing support, co-packing fees and other arrangements

The Company assisted DPSUBG in a variety of marketing programs, local media advertising and other similar arrangements to promote the sale of Company-branded products. DPSUBG charged the Company co-packing fees related to the manufacture of certain Company-branded products. The Company paid DPSUBG marketing support, co-packing fees and other fees totaling $41 million and $125 million during 2006 and 2005, respectively.

Sales of beverage concentrates

DPSUBG bought concentrates from the Company for the manufacture of Company-branded soft drinks. The Company’s concentrates sales to DPSUBG totaled $100 million and $426 million during 2006 and 2005, respectively.

Sales of finished goods

DPSUBG purchased finished product from the Company for sale to retailers. The Company’s finished product sales totaled $16 million and $53 million during 2006 and 2005, respectively.

The Company had recorded receivables from DPSUBG relating to the above transactions totaling $64 million at January 1, 2006.

17.   Guarantor and Non-Guarantor Financial Information

The Company’s 6.12% senior notes due 2013, 6.82% senior notes due 2018 and 7.45% senior notes due 2038 (the “notes”) are fully and unconditionally guaranteed by substantially all of the Company’s existing and future direct and indirect domestic subsidiaries (except two immaterial subsidiaries associated with the Company’s charitable foundations) (the “guarantors”), as defined in the indenture governing the notes. The guarantors are wholly-owned either directly or indirectly by the Company and jointly and severally guarantee the Company’s

F-83

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

obligations under the notes. None of the Company’s subsidiaries organized outside of the United States guarantee the notes.

The following schedules present the guarantor and non-guarantor information as of December 31, 2006 and January 1, 2006 and for the three fiscal years 2007, 2006 and 2005. The consolidating schedules are provided in accordance with the reporting requirements for guarantor subsidiaries.

	Condensed Consolidating Statement of Operations
	for the Year Ended December 31, 2007
	Parent		Guarantor			Non-Guarantor			Eliminations			Total
	(In millions)
Net sales	$	—	$	5,184		$	575		$	(11	)	$	5,748
Cost of sales		—		2,389			239			(11	)		2,617
Gross profit		—		2,795			336			—			3,131
Selling, general and administrative expenses		—		1,828			190			—			2,018
Depreciation and amortization		—		91			7			—			98
Impairment of intangible assets		—		6			—			—			6
Restructuring costs		—		63			13			—			76
Gain on disposal of property and intangible assets, net		—		(71	)		—			—			(71	)
Income from operations		—		878			126			—			1,004
Interest expense		—		224			29			—			253
Interest income		—		(48	)		(16	)		—			(64	)
Other (income) expense		—		—			(2	)		—			(2	)
Income before provision for income taxes and equity in earnings of subsidiaries		—		702			115			—			817
Provision for income taxes		—		280			42			—			322
Income before equity in earnings of subsidiaries		—		422			73			—			495
Equity in earnings of consolidated subsidiaries		—		1			—			(1	)		—
Equity in earnings of unconsolidated subsidiaries		—		—			2			—			2
Net income	$	—	$	423		$	75		$	(1	)	$	497

F-84

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

	Condensed Consolidating Statement of Operations
	for the Year Ended December 31, 2006
	Parent		Guarantor			Non-Guarantor			Eliminations			Total
	(In millions)
Net sales	$	—	$	4,212		$	534		$	(11	)	$	4,735
Cost of sales		—		1,786			219			(11	)		1,994
Gross profit		—		2,426			315			—			2,741
Selling, general and administrative expenses		—		1,481			178			—			1,659
Depreciation and amortization		—		60			9			—			69
Impairment of intangible assets		—		—			—			—			—
Restructuring costs		—		24			3			—			27
Gain on disposal of property and intangible assets, net		—		(32	)		—			—			(32	)
Income from operations		—		893			125			—			1,018
Interest expense		—		205			52			—			257
Interest income		—		(36	)		(10	)		—			(46	)
Other (income) expense		—		1			1			—			2
Income before provision for income taxes and equity in earnings of subsidiaries		—		723			82			—			805
Provision for income taxes		—		284			14			—			298
Income before equity in earnings of subsidiaries		—		439			68			—			507
Equity in earnings of consolidated subsidiaries		—		6			—			(6	)		—
Equity in earnings of unconsolidated subsidiaries		—		1			2			—			3
Net income	$	—	$	446		$	70		$	(6	)	$	510

F-85

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

	Condensed Consolidating Statement of Operations
	for the Year Ended January 1, 2006
	Parent		Guarantor			Non-Guarantor			Eliminations			Total
	(In millions)
Net sales	$	—	$	2,726		$	489		$	(10	)	$	3,205
Cost of sales		—		924			206			(10	)		1,120
Gross profit		—		1,802			283			—			2,085
Selling, general and administrative expenses		—		1,016			163			—			1,179
Depreciation and amortization		—		18			8			—			26
Impairment of intangible assets		—		—			—			—			—
Restructuring costs		—		6			4			—			10
Gain on disposal of property and intangible assets, net		—		(36	)		—			—			(36	)
Income from operations		—		798			108			—			906
Interest expense		—		134			76			—			210
Interest income		—		(38	)		(2	)		—			(40	)
Other (income) expense		—		—			(51	)		—			(51	)
Income before provision for income taxes, equity in earnings of subsidiaries and cumulative effect of change in accounting policy		—		702			85			—			787
Provision for income taxes		—		283			38			—			321
Income before equity in earnings of subsidiaries and cumulative effect of change in accounting policy		—		419			47			—			466
Equity in earnings of consolidated subsidiaries		—		(6	)		—			6			—
Equity in earnings of unconsolidated subsidiaries		—		19			2			—			21
Income before cumulative effect of change in accounting policy		—		432			49			6			487
Cumulative effect of change in accounting policy, net of tax		—		10			—			—			10
Net income	$	—	$	422		$	49		$	6		$	477

F-86

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

	Condensed Consolidating Balance Sheet
	As of December 31, 2007
	Parent		Guarantor		Non-Guarantor		Eliminations			Total
	(In millions)
Current assets:
Cash and cash equivalents	$	—	$	28	$	39	$	—		$	67
Accounts receivable:
Trade (net of allowances of $0, $16, $4, $0 and $20, respectively)		—		464		74		—			538
Other		—		58		1		—			59
Related party receivable		—		61		9		(4	)		66
Note receivable from related parties		—		1,317		210		—			1,527
Inventories		—		296		29		—			325
Deferred tax assets		—		71		10		—			81
Prepaid and other current assets		—		72		4		—			76
Total current assets		—		2,367		376		(4	)		2,739
Property, plant and equipment, net		—		796		72		—			868
Investments in consolidated subsidiaries		—		89		—		(89	)		—
Investments in unconsolidated subsidiaries		—		—		13		—			13
Goodwill		—		3,156		27		—			3,183
Other intangible assets, net		—		3,526		91		—			3,617
Other non-current assets		—		98		3		(1	)		100
Non-current deferred tax assets		—		—		8		—			8
Total assets	$	—	$	10,032	$	590	$	(94	)	$	10,528
Current liabilities:
Accounts payable and accrued expenses	$	—	$	748	$	64	$	—		$	812
Related party payable		—		143		36		(4	)		175
Current portion of long-term debt payable to related parties		—		126		—		—			126
Income taxes payable		—		15		7		—			22
Total current liabilities		—		1,032		107		(4	)		1,135
Long-term debt payable to third parties		—		19		—		—			19
Long-term debt payable to related parties		—		2,893		—		—			2,893
Deferred tax liabilities		—		1,289		35		—			1,324
Other non-current liabilities		—		126		11		(1	)		136
Total liabilities		—		5,359		153		(5	)		5,507
Total equity		—		4,673		437		(89	)		5,021
Total liabilities and equity	$	—	$	10,032	$	590	$	(94	)	$	10,528

F-87

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

	Condensed Consolidating Balance Sheet
	As of December 31, 2006
	Parent		Guarantor		Non-Guarantor			Eliminations			Total
	(In millions)
Current assets:
Cash and cash equivalents	$	—	$	16	$	19		$	—		$	35
Accounts receivable:
Trade (net of allowances of $0, $8, $6, $0 and $14, respectively)		—		501		61			—			562
Other		—		15		3			—			18
Related party receivable		—		21		6			(22	)		5
Note receivable from related parties		—		458		121			—			579
Inventories		—		272		28			—			300
Deferred tax assets		—		52		9			—			61
Prepaid and other current assets		—		68		4			—			72
Total current assets		—		1,403		251			(22	)		1,632
Property, plant and equipment, net		—		681		74			—			755
Investments in consolidated subsidiaries		—		30		—			(30	)		—
Investments in unconsolidated subsidiaries		—		—		12			—			12
Goodwill		—		3,151		29			—			3,180
Other intangible assets, net		—		3,561		90			—			3,651
Other non-current assets		—		104		3			—			107
Non-current deferred tax assets		—		—		9			—			9
Total assets	$	—	$	8,930	$	468		$	(52	)	$	9,346
Current liabilities:
Accounts payable and accrued expenses	$	—	$	725	$	63		$	—		$	788
Related party payable		—		188		17			(22	)		183
Current portion of long-term debt payable to related parties		—		693		15			—			708
Income taxes payable		—		10		2			—			12
Total current liabilities		—		1,616		97			(22	)		1,691
Long-term debt payable to third parties		—		22		521			—			543
Long-term debt payable to related parties		—		2,518		23			—			2,541
Deferred tax liabilities		—		1,270		22			—			1,292
Other non-current liabilities		—		22		7			—			29
Total liabilities		—		5,448		670			(22	)		6,096
Total equity		—		3,482		(202	)		(30	)		3,250
Total liabilities and equity	$	—	$	8,930	$	468		$	(52	)	$	9,346

F-88

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

	Condensed Consolidated Statement of Cash Flows
	for the Year Ended December 31, 2007
	Parent		Guarantor			Non-Guarantor			Eliminations		Total
	(In millions)
Operating activities:
Net cash provided by operating activities	$	—	$	504		$	99		$	—	$	603
Investing activities:
Acquisition of subsidiaries, net of cash		—		(30	)		—			—		(30	)
Purchases of investments and intangibles		—		(2	)		—			—		(2	)
Proceeds from disposals of investments and other assets		—		98			—			—		98
Purchases of property, plant and equipment		—		(218	)		(12	)		—		(230	)
Proceeds from disposals of property, plant and equipment		—		4			2			—		6
Group transfer of property, plant and equipment		—		—			—			—		—
Issuances of notes receivable, net		—		(1,441	)		(496	)		—		(1,937	)
Proceeds from repayments of notes receivable, net		—		604			404			—		1,008
Net cash used in investing activities		—		(985	)		(102	)		—		(1,087	)
Financing activities:
Proceeds from issuance of long-term debt		—		2,845			—			—		2,845
Repayment long-term debt		—		(3,130	)		(325	)		—		(3,455	)
Excess tax benefit on stock-based compensation		—		4			—			—		4
Change in the parent’s net investment		—		773			348			—		1,121
Net cash provided by financing activities		—		492			23			—		515
Cash and cash equivalents — net change from:
Operating, investing and financing activities		—		11			20			—		31
Currency translation		—		2			(1	)		—		1
Cash and cash equivalents at beginning of period		—		16			19			—		35
Cash and cash equivalents at end of period	$	—	$	29		$	38			—	$	67

F-89

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

	Condensed Consolidated Statement of Cash Flows
	for the Year Ended December 31, 2006
	Parent		Guarantor			Non-Guarantor			Eliminations		Total
	(In millions)
Operating activities:
Net cash provided by operating activities	$	—	$	509		$	72		$	—	$	581
Investing activities:
Acquisition of subsidiaries, net of cash		—		(435	)		—			—		(435	)
Purchases of investments and intangibles		—		(39	)		(14	)		—		(53	)
Proceeds from disposals of investments and other assets		—		53			—			—		53
Purchases of property, plant and equipment		—		(144	)		(14	)		—		(158	)
Proceeds from disposals of property, plant and equipment		—		13			3			—		16
Group transfer of property, plant and equipment		—		—			—			—		—
Issuances of notes receivable, net		—		(18	)		(73	)		—		(91	)
Proceeds from repayments of notes receivable, net		—		166			—			—		166
Net cash used in investing activities		—		(404	)		(98	)		—		(502	)
Financing activities:
Proceeds from issuance of long-term debt		—		2,086			—			—		2,086
Repayment long-term debt		—		(2,056	)		—			—		(2,056	)
Excess tax benefit on stock-based compensation		—		1			—			—		1
Change in the parent’s net investment		—		(129	)		26			—		(103	)
Net cash provided by (used in) financing activities		—		(98	)		26			—		(72	)
Cash and cash equivalents — net change from:
Operating, investing and financing activities		—		7			—			—		7
Currency translation		—		1			(1	)		—		—
Cash and cash equivalents at beginning of period		—		8			20			—		28
Cash and cash equivalents at end of period	$	—	$	16		$	19		$	—	$	35

F-90

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

	Condensed Consolidated Statement of Cash Flows
	for the Year Ended January 1, 2006
	Parent		Guarantor			Non-Guarantor			Eliminations		Total
	(In millions)
Operating activities:
Net cash provided by operating activities	$	—	$	525		$	58		$	—	$	583
Investing activities:
Acquisition of subsidiaries, net of cash		—		—			—			—		—
Purchases of investments and intangibles		—		(35	)		—			—		(35	)
Proceeds from disposals of investments and other assets		—		36			—			—		36
Purchases of property, plant and equipment		—		(28	)		(16	)		—		(44	)
Proceeds from disposals of property, plant and equipment		—		3			2			—		5
Group transfer of property, plant and equipment		—		—			—			—		—
Issuances of notes receivable, net		—		(333	)		(26	)		—		(359	)
Proceeds from repayments of notes receivable, net		—		637			43			—		680
Net cash provided by investing activities		—		280			3			—		283
Financing activities:
Proceeds from issuance of long-term debt		—		—			124			—		124
Repayment long-term debt		—		(99	)		(180	)		—		(279	)
Excess tax benefit on stock-based compensation		—		3			—			—		3
Change in the parent’s net investment		—		(707	)		44			—		(663	)
Net cash used in financing activities		—		(803	)		(12	)		—		(815	)
Cash and cash equivalents — net change from:
Operating, investing and financing activities		—		2			49			—		51
Currency translation		—		—			(42	)		—		(42	)
Cash and cash equivalents at beginning of period		—		6			13			—		19
Cash and cash equivalents at end of period	$	—	$	8		$	20		$	—	$	28

18.   Subsequent Events

In January 2008, the Company began to separate commingled pension plans which contained participants of both the Company and other Cadbury Schweppes global companies. As a result, the Company re-measured the projected benefit obligation of the separated pension plans. The Company expects the re-measurement to result in an increase of approximately $71 million to “other non-current liabilities” and a decrease of approximately $53 million to “accumulated other comprehensive income,” a component of invested equity. The actual pension liability and associated unamortized losses will be finalized at the separation date.

On March 10, 2008, the Company entered into arrangements with a group of lenders to provide it with an aggregate of $4.4 billion of financing. On April 11, 2008, the arrangements were amended and restated. The amended and restated arrangements consist of a $2.7 billion senior credit agreement that provides a $2.2 billion

F-91

DR PEPPER SNAPPLE GROUP, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

term loan A facility and a $500 million revolving credit facility (collectively, the “senior credit facility”) and a 364-day bridge credit agreement that provides a $1.7 billion bridge loan facility.

On April 11, 2008, the Company borrowed an aggregate of $3.9 billion under the term loan A facility and the bridge loan facility. The proceeds will be held in escrow pending completion of the separation.

Borrowings under the senior credit facility and the bridge loan facility will bear interest at a floating rate per annum based upon LIBOR or the alternate base rate (“ABR”), in each case plus an applicable margin which varies based upon our debt ratings, from 1.00% to 2.50% in the case of LIBOR loans and 0.00% to 1.50% in the case of ABR loans. The alternate base rate means the greater of (a) JPMorgan Chase Bank’s prime rate and (b) the federal funds effective rate plus 1 / 2 of 1%. Based on the Company’s expected debt ratings at the time of the separation, the applicable margin for LIBOR loans would be 2.00% and for ABR loans would be 1.00%. The documentation relating to the senior credit facility and bridge loan facility contains certain provisions that allow the bookrunners to increase the interest rates or yield of the loans, add collateral, reallocate up to $200 million between the term loan A facility and the bridge loan facility (and vice versa) and modify other terms and aspects of the facilities, in each case within a limit agreed upon by the bookrunners and the Company.

F-92

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.   Indemnification of Officers and Directors

Limitation on Liability of Directors

Pursuant to authority conferred by Section 102 of the Delaware General Corporation Law (the “DGCL”), Article Seventh of our amended and restated certificate of incorporation (the “Certificate”) eliminates the personal liability of directors to us or our stockholders for monetary damages for breach of fiduciary duty, including, without limitation, directors serving on committees of our board of directors, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL.

Indemnification and Insurance

In accordance with Section 145 of the DGCL, which provides for the indemnification of directors, officers and employees under certain circumstances, Article Eighth of the Certificate grants our directors and officers a right to indemnification for all expenses, liabilities and losses relating to civil, criminal, administrative or investigative actions, suits or proceedings to which they are a party (other than an action or suit by us or in our right, in which case our directors and officers have a right to indemnification for all expenses, except in respect of any claim, issue or matter as to which such officer or director is adjudged to be liable to us) (1) by reason of the fact that they are or were our directors or officers, (2) by reason of the fact that, while they are or were our directors or officers, they are or were serving at our request as directors or officers of another corporation, partnership, joint venture, trust or entity or (3) by reason of any action alleged to have been taken or omitted in such person’s capacity as our director or officer or in any other capacity while serving at our request as directors or officers of another corporation, partnership, joint venture, trust or entity.

Article Eighth of the Certificate further provides for the mandatory advancement of expenses incurred by officers and directors in defending such proceedings in advance of their final disposition upon delivery to us by the indemnitee of an undertaking to repay all amounts so advanced if it is ultimately determined that such indemnitee is not entitled to be indemnified under Article Eighth. We may not indemnify or make advance payments to any person in connection with proceedings initiated against us by such person without the authorization of our board of directors.

In addition, Article Eighth of the Certificate provides that directors and officers therein described shall be indemnified to the fullest extent permitted by the DGCL, and if the DGCL is subsequently amended to expand further the indemnification or advancements permitted, then the Corporation shall indemnify such directors and officers to the fullest extent permitted by the DGCL, as so amended.

Article Eighth of the Certificate allows the indemnification to continue after an indemnitee has ceased to be our director or officer and to inure to the benefit of the indemnitee’s heirs, executors and administrators.

Article Eighth of the Certificate further provides that the right to indemnification is not exclusive of any other right that any indemnitee may be entitled under any law, any agreement or vote of stockholders or disinterested directors or otherwise.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted for directors and officers and controlling persons pursuant to the foregoing provisions, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

The Certificate authorizes us to purchase insurance for our directors and officers and persons who serve at our request as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or entity against any liability incurred in such capacity, whether or not we would have the power to indemnify such persons against such expense or liability under the DGCL. We intend to maintain insurance coverage for our officers and directors as well as insurance coverage to reimburse us for potential costs of our corporate indemnification of directors and officers.

II-1

Item 21.   Exhibits and Financial Data Schedules

(a) Exhibits:

See Exhibit Index immediately following the signature pages to this Registration Statement.

(b) Financial Statement Schedules:

Not applicable.

Item 22.   Undertakings

(a) Each of the undersigned registrants hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) Each of the undersigned registrants hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(c) Each of the undersigned registrants hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

(d) Insofar as indemnification for liabilities arising under Securities Act of 1933 may be permitted to directors, officers and controlling persons of each of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

II-2

In the event that a claim for indemnification against such liabilities (other than the payment by either of the registrants of expenses incurred or paid by a director, officer or controlling person of either of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, each of the registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

(e) Each of the undersigned registrants hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other Items of the applicable form.

(f) Each of the undersigned registrants hereby undertakes that every prospectus (i) that is filed pursuant to the immediately preceding paragraph or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Plano, State of Texas, on November 25, 2008.

DR PEPPER SNAPPLE GROUP, INC.

By:  /s/  John O. Stewart

Name:  John O. Stewart
Title:  Executive Vice President, Chief
Financial Officer and Director

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 25, 2008.

Each individual whose signature appears below constitutes and appoints John O. Stewart as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.

Signature	Title
/s/  Larry D. Young Larry D. Young	President, Chief Executive Officer and Director (Principal Executive Officer)
/s/  John O. Stewart John O. Stewart	Executive Vice President, Chief Financial Officer and Director (Principal Financial Officer)
/s/  Jolene L. Varney Jolene L. Varney	Senior Vice President, Corporate Finance (Principal Accounting Officer)
/s/  Wayne R. Sanders Wayne R. Sanders	Chairman
/s/  John L. Adams John L. Adams	Director
/s/  Terence D. Martin Terence D. Martin	Director
/s/  Pamela H. Patsley Pamela H. Patsley	Director

II-4

Signature	Title
/s/  Ronald G. Rogers Ronald G. Rogers	Director
/s/  Jack L. Stahl Jack L. Stahl	Director
/s/  M. Anne Szostak M. Anne Szostak	Director

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Plano, State of Texas, on November 25, 2008.

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 INVESTMENTS, INC.
DPS AMERICAS BEVERAGES, LLC
DPS BEVERAGES, INC.
DPS BUSINESS SERVICES, INC.
DPS FINANCE I, INC.
DPS FINANCE II, INC.
DPS HOLDINGS INC.
DPS HOLDINGS U.S.
DR PEPPER COMPANY
DR PEPPER/SEVEN UP BEVERAGE SALES COMPANY
DR PEPPER/SEVEN UP MANUFACTURING COMPANY
DR PEPPER/SEVEN UP, INC.
HIGH RIDGE INVESTMENTS US, INC.
INTERNATIONAL BEVERAGES 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.
SNAPPLE DISTRIBUTORS, INC.
SOUTHEAST-ATLANTIC BEVERAGE CORPORATION
THE AMERICAN BOTTLING COMPANY

By:  /s/  John O. Stewart

Name: John O. Stewart

Title:  Executive Vice President & Chief
Financial Officer

II-6

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 25, 2008.

Each individual whose signature appears below constitutes and appoints John O. Stewart as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments thereto, including post-effective amendments, and to file other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.

Signature	Title
/s/  Larry D. Young Larry D. Young	President & Chief Financial Officer and Director (Principal Executive Officer)
/s/  John O. Stewart John O. Stewart	Executive Vice President & Chief Financial Officer and Director (Principal Financial Officer)
/s/  Angela Stephens Angela Stephens	Senior Vice President & Controller (Principal Accounting Officer)
/s/  James L. Baldwin James L. Baldwin	Director

II-7

EXHIBIT INDEX

2	.1	Separation and Distribution Agreement between Cadbury Schweppes plc and Dr Pepper Snapple Group, Inc. and, solely for certain provisions set forth therein, Cadbury plc, dated as of May 1, 2008 (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K (filed on May 5, 2008) and incorporated herein by reference).
3	.1	Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc. (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (filed on May 12, 2008) and incorporated herein by reference).
3	.2	Amended and Restated By-Laws of Dr Pepper Snapple Group, Inc. (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K (filed on May 12, 2008) and incorporated herein by reference).
3	.3	Certificate of Incorporation of AWCC Acquisition Corp. (now known as A&W Concentrate Company).
3	.4	Certificate of Amendment to the Certificate of Incorporation of AWCC Acquisition Corp. (now known as A&W Concentrate Company).
3	.5	Certificate of Ownership and Merger merging A&W Brands, Inc. (now known as A&W Concentrate Company) into AWCC Acquisition Corp.
3	.6	Certificate of Amendment to the Certificate of Incorporation of A&W Brands, Inc. (now known as A&W Concentrate Company).
3	.7	Certificate of Amendment to the Certificate of Incorporation of A&W Brands, Inc. (now known as A&W Concentrate Company).
3	.8	By-Laws of A&W Concentrate Company.
3	.9	Articles of Incorporation of Joyce Advertising, Inc. (now known as AmTrans, Inc.).
3	.10	Articles of Amendment to the Articles of Incorporation of Joyce Advertising, Inc. (now known as AmTrans, Inc.).
3	.11	Articles of Amendment to the Articles of Incorporation of SBI Transportation, Inc. (now known as AmTrans, Inc.).
3	.12	By-Laws of AmTrans, Inc.
3	.13	Certificate of Incorporation of Berkeley Square US, Inc.
3	.14	Bylaws of Berkeley Square US, Inc.
3	.15	Certificate of Formation of Beverage Investments LLC.
3	.16	Bylaws of Beverage Investments LLC.
3	.17	Articles of Incorporation of Brooks Acquisition Corporation (now known as Beverage Management, Inc.).
3	.18	Certificate of Merger of Beverage Management, Inc. and Brooks Acquisition Corporation.
3	.19	Certificate of Amendment to the Articles of Incorporation of Beverage Management, Inc.
3	.20	Certificate of Merger merging Beverage Management, Inc. with and into The American Bottling Company.
3	.21	Certificate of Incorporation of Cadbury Adams Financing Corporation (now known as DPS Finance II, Inc.).
3	.22	Certificate of Correction of the Certificate of Incorporation of Cadbury Adams Financing Corporation (now known as DPS Finance II, Inc.).
3	.23	Certificate of Change of Registered Agent and Registered Office of Cadbury Adams Finance Corporation (now known as DPS Finance, II, Inc.).
3	.24	Certificate of Amendment to the Certificate of Incorporation of Cadbury Adams Finance Corporation (now known as DPS Finance II, Inc.).
3	.25	Certificate of Amendment to the Certificate of Incorporation of Cadbury Adams Finance Corporation (now known as DPS Finance II, Inc.).
3	.26	By-Laws of Cadbury Adams Finance Corporation (now known as DPS Finance II, Inc.).
3	.27	Certificate of Incorporation of Cadbury Beverages Delaware Inc. (now known as Beverages Delaware Inc.).
3	.28	Certificate of Amendment to the Certificate of Incorporation of Cadbury Beverages Delaware Inc. (now known as Beverages Delaware Inc.).
3	.29	Certificate of Amendment to the Certificate of Incorporation of Cadbury Beverages Delaware Inc. (now known as Beverages Delaware Inc.).
3	.30	By-Laws of Cadbury Beverages Delaware Inc. (now known as Beverages Delaware Inc.).

3	.31	Certificate of Incorporation of A&W Distributing Company (now known as DP Beverages Inc.).
3	.32	Certificate of Amendment to the Certificate of Incorporation of A&W Distribution Company (now known as DP Beverages Inc.).
3	.33	Certificate of Ownership and Merger merging A&W Concentrates, Inc. into A&W Beverages, Inc. (now known as DP Beverages Inc.).
3	.34	Certificate of Amendment to the Certificate of Incorporation of A&W Beverages, Inc. (now known as DP Beverages Inc.).
3	.35	Certificate of Amendment to the Certificate of Incorporation of Cadbury Beverages Inc. (now known as DP Beverages Inc.).
3	.36	Certificate of Amendment to the Certificate of Incorporation of Cadbury Beverages Inc. (now known as DP Beverages Inc.).
3	.37	By-Laws of Cadbury Beverages Inc. (now known as DP Beverages Inc.).
3	.38	Certificate of Incorporation of Cadbury Schweppes Americas Beverages, Inc. (now known as DPS Beverages, Inc.).
3	.39	Certificate of Amendment to the Certificate of Incorporation of Cadbury Schweppes Americas Beverages, Inc. (now known as DPS Beverages, Inc.).
3	.40	By-Laws of Cadbury Schweppes Americas Beverages, Inc. (now known as DPS Beverages, Inc.).
3	.41	Certificate of Incorporation of Cadbury Schweppes Americas Investments Inc. (now known as DPS Americas Beverages Investments, Inc.).
3	.42	Certificate of Formation of Cadbury Schweppes Americas Investments LLC (now known as DPS Americas Beverages Investments, Inc.).
3	.43	Certificate of Conversion to Corporation of Cadbury Schweppes Americas Investments LLC (now known as DPS Americas Beverages Investments, Inc.).
3	.44	Certificate of Amendment to the Certificate of Incorporation of Cadbury Schweppes Americas Investments Inc. (now known as DPS Americas Beverages Investments, Inc.).
3	.45	By-Laws of Cadbury Schweppes Americas Investments Inc. (now known as DPS Americas Beverages Investments, Inc.).
3	.46	Certificate of Formation of Cadbury Schweppes Americas LLC (now known as DPS Americas Beverages, LLC).
3	.47	Certificate of Conversion to Corporation of Cadbury Schweppes Americas LLC (now known as DPS Americas Beverages, LLC).
3	.48	Certificate of Incorporation of Cadbury Schweppes Americas Inc. (now known as DPS Americas Beverages, LLC).
3	.49	Certificate of Amendment to the Certificate of Incorporation of Cadbury Schweppes Americas Inc. (now known as DPS Americas Beverages, LLC).
3	.50	Certificate of Conversion to Limited Liability Company of Cadbury Schweppes Americas Inc. (now known as DPS Americas Beverages, LLC).
3	.51	Certificate of Formation of Cadbury Schweppes Americas LLC (now known as DPS Americas Beverages, LLC).
3	.52	Certificate of Amendment to the Certificate of Formation of Cadbury Schweppes Americas LLC (now DPS Americas Beverages, LLC).
3	.53	Limited Liability Company Agreement of DPS Americas Beverages, LLC.
3	.54	Bylaws of DPS Americas Beverages, LLC.
3	.55	Restated Certificate of Incorporation of Dr Pepper/Seven Up Bottling Group, Inc. (now known as Dr Pepper Snapple Bottling Group, Inc.).
3	.56	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Dr Pepper/Seven Up Bottling Group, Inc. (now known as Dr Pepper Snapple Bottling Group, Inc.).
3	.57	Certificate of Amendment to the Amended & Restated Certificate of Incorporation of Cadbury Schweppes Bottling Group, Inc. (now known as Dr Pepper Snapple Bottling Group, Inc.).
3	.58	Certificate of Ownership and Merger merging Dr Pepper Snapple Bottling Group, Inc. with and into The American Bottling Company.
3	.59	Certificate of Incorporation of Cadbury Schweppes Finance, Inc. (now known as DPS Finance I, Inc.).
3	.60	Certificate of Amendment to the Certificate of Incorporation of Cadbury Schweppes Finance, Inc. (now known as DPS Finance I, Inc.).

3	.61	Certificate of Retirement of Shares of Stock of Cadbury Schweppes Finance, Inc. (now known as DPS Finance I, Inc.).
3	.62	Certificate of Amendment to the Amended & Restated Certificate of Incorporation of Cadbury Schweppes Finance, Inc. (now known as DPS Finance I, Inc.).
3	.63	By-Laws of Cadbury Schweppes Finance, Inc. (now known as DPS Finance I, Inc.).
3	.64	Amended & Restated Agreement of General Partnership of Cadbury Schweppes Holdings (U.S.) (now known as DPS Holdings U.S.).
3	.65	Amendment No. 1 to the Amended and Restated Agreement of General Partnership of Cadbury Schweppes Holdings (U.S.) (now known as DPS Holdings U.S.).
3	.66	Certificate of Incorporation of Cadbury Beverages International Inc. (now known as DPS Business Services, Inc.).
3	.67	Certificate of Amendment to the Certificate of Incorporation of Cadbury Beverages International Inc. (now known as DPS Business Services, Inc.).
3	.68	Certificate of Amendment to the Amended & Restated Certificate of Incorporation of Cadbury Schweppes SBS, Inc. (now known as DPS Business Services, Inc.).
3	.69	By-Laws of Cadbury Beverages International Inc. (now known as DPS Business Services, Inc.).
3	.70	Restated Certificate of Incorporation of Cadbury Schweppes Inc. (now known as DPS Holdings Inc.).
3	.71	Certificate of Amendment to the Restated Certificate of Incorporation of Cadbury Schweppes Inc. (now known as DPS Holdings Inc.).
3	.72	Certificate of Amendment to the Certificate of Incorporation of Cadbury Beverages Inc. (now known as DPS Holdings Inc.).
3	.73	Certificate of Amendment to the Amended & Restated Certificate of Incorporation of CBI Holdings Inc. (now known as DPS Holdings Inc.).
3	.74	Amended and Restated By-Laws of CBI Holdings Inc. (now known as DPS Holdings Inc.).
3	.75	Restated Certificate of Incorporation of Dr Pepper Bottling Company of Texas.
3	.76	Certificate of Amendment to the Restated Certificate of Incorporation of Dr Pepper Bottling Company of Texas.
3	.77	Certificate of Merger merging Dr Pepper Bottling Company of Texas with and into The American Bottling Company.
3	.78	Restated Articles of Incorporation of Weinstein Beverage Co. of Spokane, Inc. (now known as Dr Pepper Bottling Company of Spokane, Inc.).
3	.79	Amendment to the Articles of Incorporation of Weinstein Beverage Co. of Spokane, Inc. (now known as Dr Pepper Bottling Company of Spokane, Inc.).
3	.80	Certificate of Ownership and Merger merging Dr Pepper Bottling Company of Spokane, Inc. with and into Dr Pepper Bottling Company of Texas.
3	.81	Certificate of Incorporation of Dr Pepper Company.
3	.82	Articles of Incorporation of Dr Pepper Beverage Sales Company (now known as Dr Pepper/Seven-Up Beverage Sales Company).
3	.83	Articles of Amendment to the Certificate of Incorporation of Dr Pepper Beverage Sales Company (now known as Dr Pepper/Seven-Up Beverage Sales Company).
3	.84	Bylaws of Dr Pepper Beverage Sales Company (now known as Dr Pepper/Seven Up Beverage Sales Company).
3	.85	Certificate of Incorporation of Waco Manufacturing Company (now known as Dr Pepper/Seven Up Manufacturing Company).
3	.86	Certificate of Amendment to the Certificate of Incorporation of Waco Manufacturing Company (now known as Dr Pepper/Seven Up Manufacturing Company).
3	.87	Bylaws of Waco Manufacturing Company (now known as Dr Pepper/Seven Up Manufacturing Company).
3	.88	Amended & Restated Certificate of Incorporation of Dr Pepper/Seven-Up Companies, Inc. (now known as Dr Pepper/Seven Up, Inc.).
3	.89	Certificate of Merger merging Dr Pepper/Seven Up Corporation with and into Dr Pepper/Seven-Up Companies, Inc. under the name of Dr Pepper/Cadbury North America, Inc. (now known as Dr Pepper/Seven Up, Inc.).

3	.90	Certificate of Amendment to the Restated Certificate of Incorporation of Dr Pepper/Cadbury North America, Inc. (now known as Dr Pepper/Seven Up, Inc.).
3	.91	Certificate of Amendment of the Restated Certificate of Incorporation of Dr Pepper/Seven Up, Inc.
3	.92	Certificate of Retirement of Shares of Common Stock of Dr Pepper/Seven Up, Inc.
3	.93	Amended and Restated Bylaws of Dr Pepper/Seven Up, Inc.
3	.94	Certificate of Incorporation of High Ridge Investments US, Inc.
3	.95	Bylaws of High Ridge Investments US, Inc.
3	.96	Certificate of Formation of International Investments Management LLC.
3	.97	Limited Liability Company Agreement of International Investments Management LLC.
3	.98	Bylaws of International Investments Management LLC.
3	.99	Amended & Restated General Partnership Agreement of Mott’s General Partnership.
3	.100	Certificate of Incorporation of Mott’s Inc. (now Mott’s LLP).
3	.101	Certificate of Conversion to General Partnership of Mott’s Inc. (now Mott’s LLP) changing its name to Mott’s Partners.
3	.102	Statement of Qualification of Mott’s Partners changing its name from Mott’s Partners to Mott’s LLP.
3	.103	Certificate of Partnership Existence of Mott’s Partners.
3	.104	Limited Liability Partnership Agreement of Mott’s LLP.
3	.105	Amendment No. 1 to the Limited Liability Partnership Agreement of Mott’s LLP.
3	.106	Certificate of Formation of MSSI LLC.
3	.107	Limited Liability Company Agreement of MSSI LLC.
3	.108	Bylaws of MSSI LLC.
3	.109	Articles of Organization of Nantucket Allserve, Inc.
3	.110	Articles of Amendment to the Articles of Organization of Nantucket Allserve, Inc.
3	.111	Articles of Amendment to the Articles of Organization of Nantucket Allserve, Inc.
3	.112	Articles of Amendment to the Articles of Organization of Nantucket Allserve, Inc.
3	.113	Amended Bylaws of Nantucket Allserve, Inc.
3	.114	Certificate of Incorporation of Nuthatch Trading US, Inc.
3	.115	Bylaws of Nuthatch Trading US, Inc.
3	.116	Articles of Incorporation of Groux Distribution, Inc. (now known as Pacific Snapple Distributors, Inc.).
3	.117	Certificate of Amendment to the Articles of Incorporation of Groux Distribution, Inc. (now known as Pacific Snapple Distributors, Inc.).
3	.118	Certificate of Amendment to the Articles of Incorporation of Groux Beverage Corporation (now known as Pacific Snapple Distributors, Inc.).
3	.119	Certificate of Amendment to the Articles of Incorporation of Snapple Distributors of Orange County, Inc. (now known as Pacific Snapple Distributors, Inc.).
3	.120	Bylaws of Groux Distribution, Inc. (now known as Pacific Snapple Distributors, Inc.) and Certificate of Amendment of Bylaws of Pacific Snapple Distributors, Inc.
3	.121	Certificate of Incorporation of Royal Crown Cola Co. (now known as Royal Crown Company, Inc.).
3	.122	Certificate of Amendment to the Certificate of Incorporation of Royal Crown Cola Co. (now known as Royal Crown Company, Inc.).
3	.123	Agreement and Plan of Merger of RC Leasing, Inc. with and into Royal Crown Company, Inc.
3	.124	By-Laws of Royal Crown Company, Inc.
3	.125	Articles of Incorporation of Seven Up Bottling Company of San Francisco.
3	.126	Certificate of Amendment to the Articles of Incorporation of Seven Up Bottling Company of San Francisco.
3	.127	Agreement of Merger between Seven Up Bottling Company of San Francisco and Seven Up Bottling Company of Oakland.
3	.128	Certificate of Ownership and Merger of Seven Up Bottling Company of San Francisco with and into Dr Pepper Bottling Company of Texas.

3	.129	Certificate of Amended and Restated Certificate of Incorporation of Seven-Up/RC Bottling Company of Southern California, Inc. (now know as Seven-Up/RC Bottling Company, Inc.).
3	.130	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Seven-Up/RC Bottling Company of Southern California, Inc. (now know as Seven-Up/RC Bottling Company, Inc.).
3	.131	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Seven-Up/RC Bottling Company of Southern California, Inc. (now know as Seven-Up/RC Bottling Company, Inc.).
3	.132	Certificate of Ownership and Merger merging Seven-Up/RC Bottling Company, Inc. with and into Dr Pepper Bottling Company of Texas.
3	.133	Restated Certificate of Incorporation of Snapple Holding Corp. (now known as Snapple Beverage Corp.).
3	.134	Certificate of Amendment to the Restated Certificate of Incorporation of Snapple Holding Corp. (now known as Snapple Beverage Corp.).
3	.135	Certificate of Ownership and Merger merging Snapple Beverage Corp. into Snapple Holding Corp. under the name of Snapple Beverage Corp.
3	.136	Certificate of Amendment of the Restated Certificate of Incorporation of Snapple Beverage Corp.
3	.137	Amended and Restated By-Laws of Snapple Beverage Corp.
3	.138	Certificate of Incorporation of Snapple Distribution Corp. (now known as Snapple Distributors, Inc.).
3	.139	Certificate of Ownership and Merger merging Mr. Natural, Inc. into Snapple Distribution Corp. and changing the name of the Corporation to Mr. Natural, Inc. (now known as Snapple Distributors, Inc.).
3	.140	Certificate of Amendment to the Certificate of Incorporation of Mr. Natural, Inc. (now known as Snapple Distributors, Inc.).
3	.141	By-Laws of Mr. Natural, Inc. (now known as Snapple Distributors, Inc.).
3	.142	Articles of Incorporation of SEA Acquisition Corp. (now known as Southeast-Atlantic Beverage Corporation).
3	.143	Articles of Merger merging Southeast-Atlantic Corporation with and into SEA Acquisition Corp. changing its corporate name to Southeast-Atlantic Corporation (now known as Southeast-Atlantic Beverage Corporation).
3	.144	Articles of Amendment to the Articles of Incorporation of Southeast-Atlantic Corporation (now known as Southeast-Atlantic Beverage Corporation).
3	.145	Bylaws of SEA Acquisition, Inc. (now known as Southeast-Atlantic Beverage Corporation).
3	.146	Certificate of Incorporation of The American Bottling Company.
3	.147	Certificate of Retirement of Shares of Common Stock of The American Bottling Company.
3	.148	Certificate of Ownership and Merger merging Dr Pepper Snapple Bottling Group, Inc. with and into The American Bottling Company.
3	.149	Amended and Restated By-Laws of The American Bottling Company.
3	.150	Statement of Partnership Existence of International Beverage Investments GP.
3	.151	Agreement of General Partnership of International Beverage Investments GP.
3	.152	Agreement of General Partnership of Americas Beverages Management GP.
4	.1	Indenture, dated April 30, 2008, between Dr Pepper Snapple Group, Inc. and Wells Fargo Bank, N.A. (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (filed on May 1, 2008) and incorporated herein by reference).
4	.2	Form of 6.12% Senior Notes due 2013 (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K (filed on May 1, 2008) and incorporated herein by reference).
4	.3	Form of 6.82% Senior Notes due 2013 (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K (filed on May 1, 2008) and incorporated herein by reference).
4	.4	Form of 7.45% Senior Notes due 2013 (filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K (filed on May 1, 2008) and incorporated herein by reference).
4	.5	Registration Rights Agreement, dated April 30, 2008, between Dr Pepper Snapple Group, Inc., J.P. Morgan Securities Inc., Banc of America Securities LLC, Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated, UBS Securities LLC, BNP Paribas Securities Corp., Mitsubishi UFJ Securities International plc, Scotia Capital (USA) Inc., SunTrust Robinson Humphrey, Inc., Wachovia Capital Markets, LLC and TD Securities (USA) LLC (filed as Exhibit 4.5 to the Company’s Current Report on Form 8-K (filed on May 1, 2008) and incorporated herein by reference).

4	.6	Supplemental Indenture, dated May 7, 2008, among Dr Pepper Snapple Group, Inc., the subsidiary guarantors named therein and Wells Fargo Bank, N.A., as trustee (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (filed on May 12, 2008) and incorporated herein by reference).
4	.7	Registration Rights Agreement Joinder, dated May 7, 2008, by the subsidiary guarantors named therein (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K (filed on May 12, 2008) and incorporated herein by reference).
5	.1	Opinion of Shearman & Sterling LLP.
10	.1	Transition Services Agreement between Cadbury Schweppes plc and Dr Pepper Snapple Group, Inc., dated as of May 1, 2008 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (filed on May 5, 2008) and incorporated herein by reference).
10	.2	Tax Sharing and Indemnification Agreement between Cadbury Schweppes plc and Dr Pepper Snapple Group, Inc. and, solely for the certain provision set forth therein, Cadbury plc, dated as of May 1, 2008 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (filed on May 5, 2008) and incorporated herein by reference).
10	.3	Employee Matters Agreement between Cadbury Schweppes plc and Dr Pepper Snapple Group, Inc. and, solely for certain provisions set forth therein, Cadbury plc, dated as of May 1, 2008 (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K (filed on May 5, 2008) and incorporated herein by reference).
10	.4†	Agreement, dated June 15, 2004, between Cadbury Schweppes Bottling Group, Inc. (which has merged into The American Bottling Company) and CROWN Cork & Seal USA, Inc. (filed as Exhibit 10.4 to Amendment No. 2 to the Company’s Registration Statement on Form 10 (filed on February 12, 2008) and incorporated herein by reference).
10	.5†	First Amendment to the Agreement between Cadbury Schweppes Bottling Group, Inc. (which has merged into The American Bottling Company) and CROWN Cork & Seal USA, Inc., dated August 25, 2005 (filed as Exhibit 10.5 to Amendment No. 2 to the Company’s Registration Statement on Form 10 (filed on February 12, 2008) and incorporated herein by reference).
10	.6†	Second Amendment to the Agreement between Cadbury Schweppes Bottling Group, Inc. (which has merged into The American Bottling Company) and CROWN Cork & Seal USA, Inc., dated June 21, 2006 (filed as Exhibit 10.6 to Amendment No. 2 to the Company’s Registration Statement on Form 10 (filed on February 12, 2008) and incorporated herein by reference).
10	.7†	Third Amendment to the Agreement between Cadbury Schweppes Bottling Group, Inc. (which has merged into The American Bottling Company) and CROWN Cork & Seal USA, Inc., dated April 4, 2007 (filed as Exhibit 10.7 to Amendment No. 2 to the Company’s Registration Statement on Form 10 (filed on February 12, 2008) and incorporated herein by reference).
10	.8†	Fourth Amendment to the Agreement between Cadbury Schweppes Bottling Group, Inc. (which has merged into The American Bottling Company) and CROWN Cork & Seal USA, Inc., dated September 27, 2007 (filed as Exhibit 10.8 to Amendment No. 2 to the Company’s Registration Statement on Form 10 (filed on February 12, 2008) and incorporated herein by reference).
10	.9	Form of Dr Pepper License Agreement for Bottles, Cans and Pre-mix (filed as Exhibit 10.9 to Amendment No. 2 to the Company’s Registration Statement on Form 10 (filed on February 12, 2008) and incorporated herein by reference).
10	.10	Form of Dr Pepper Fountain Concentrate Agreement (filed as Exhibit 10.10 to Amendment No. 3 to the Company’s Registration Statement on Form 10 (filed on March 20, 2008) and incorporated herein by reference).
10	.11	Executive Employment Agreement, dated as of October 15, 2007, between CBI Holdings Inc. (now known as DPS Holdings Inc.) and Larry D. Young(1) (filed as Exhibit 10.11 to Amendment No. 2 to the Company’s Registration Statement on Form 10 (filed on February 12, 2008) and incorporated herein by reference).
10	.12	Executive Employment Agreement, dated as of October 13, 2007, between CBI Holdings Inc. (now known as DPS Holdings Inc.) and John O. Stewart(1) (filed as Exhibit 10.12 to Amendment No. 2 to the Company’s Registration Statement on Form 10 (filed on February 12, 2008) and incorporated herein by reference).
10	.13	Executive Employment Agreement, dated as of October 15, 2007, between CBI Holdings Inc. (now known as DPS Holdings Inc.) and Randall E. Gier(1) (filed as Exhibit 10.13 to Amendment No. 2 to the Company’s Registration Statement on Form 10 (filed on February 12, 2008) and incorporated herein by reference).

10	.14	Executive Employment Agreement, dated as of October 15, 2007, between CBI Holdings Inc. (now known as DPS Holdings Inc.) and James J. Johnston, Jr.(1) (filed as Exhibit 10.14 to Amendment No. 2 to the Company’s Registration Statement on Form 10 (filed on February 12, 2008) and incorporated herein by reference).
10	.15	Executive Employment Agreement, dated as of October 15, 2007, between CBI Holdings Inc. (now known as DPS Holdings Inc.) and Pedro Herrán Gacha(1) (filed as Exhibit 10.15 to Amendment No. 2 to the Company’s Registration Statement on Form 10 (filed on February 12, 2008) and incorporated herein by reference).
10	.16	Executive Employment Agreement, dated as of October 1, 2007, between CBI Holdings Inc. (now known as DPS Holdings Inc.) and Gilbert M. Cassagne(1) (filed as Exhibit 10.16 to Amendment No. 2 to the Company’s Registration Statement on Form 10 (filed on February 12, 2008) and incorporated herein by reference).
10	.17	Executive Employment Agreement, dated as of October 15, 2007, between CBI Holdings Inc. (now known as DPS Holdings Inc.) and John L. Belsito(1) (filed as Exhibit 10.17 to Amendment No. 2 to the Company’s Registration Statement on Form 10 (filed on February 12, 2008) and incorporated herein by reference).
10	.18	Separation Letter, dated October 3, 2007, to Gilbert M. Cassagne (filed as Exhibit 10.18 to Amendment No. 2 to the Company’s Registration Statement on Form 10 (filed on February 12, 2008) and incorporated herein by reference).
10	.19	Dr Pepper Snapple Group, Inc. Omnibus Stock Incentive Plan of 2008 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (filed on May 12, 2008) and incorporated herein by reference).
10	.20	Dr Pepper Snapple Group, Inc. Annual Cash Incentive Plan (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K (filed on May 12, 2008) and incorporated herein by reference).
10	.21	Dr Pepper Snapple Group, Inc. Employee Stock Purchase Plan (filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K (filed on May 12, 2008) and incorporated herein by reference).
10	.22	Amended and Restated Credit Agreement among Dr Pepper Snapple Group, Inc., various lenders and JPMorgan Chase Bank, N.A., as administrative agent, dated April 11, 2008 (filed as Exhibit 10.22 to Amendment No. 4 to the Company’s Registration Statement on Form 10 (filed on April 16, 2008) and incorporated herein by reference).
10	.23	Amended and Restated Bridge Credit Agreement among Dr Pepper Snapple Group, Inc., various lenders and JPMorgan Chase Bank, N.A., as administrative agent, dated April 11, 2008 (filed as Exhibit 10.23 to Amendment No. 4 to the Company’s Registration Statement on Form 10 (filed on April 16, 2008) and incorporated herein by reference).
10	.24	Guaranty Agreement, dated May 7, 2008, among the subsidiary guarantors named therein and JPMorgan Chase Bank, N.A., as administrative agent (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (filed on May 12, 2008) and incorporated herein by reference).
10	.25	Dr. Pepper Snapple Group, Inc. 2008 Legacy Long Term Incentive Plan (filed as Exhibit 4.4 to the Company’s Registration Statement on Form S-8 (filed on September 16, 2008) and incorporated herein by reference).
10	.26	Dr. Pepper Snapple Group, Inc. 2008 Legacy Bonus Share Retention Plan, dated as of May 7, 2008 (filed as Exhibit 4.5 to the Company’s Registration Statement on Form S-8 (filed on September 16, 2008) and incorporated herein by reference).
10	.27	Dr. Pepper Snapple Group, Inc. 2008 Legacy International Share Award Plan, dated as of May 7, 2008 (filed as Exhibit 4.6 to the Company’s Registration Statement on Form S-8 (filed on September 16, 2008) and incorporated herein by reference).
10	.28	Amendment No. 1 to Guaranty Agreement dated as of November 12, 2008, among Dr Pepper Snapple Group, Inc., the subsidiary guarantors named therein and JPMorgan Chase Bank, N.A., as administrative agent (which amends the Guaranty Agreement, dated May 7, 2008, referred hereto as Exhibit 10.24) (filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (filed on November 13, 2008) and incorporated herein by reference).
12	.1	Computation of Ratio of Earnings to Fixed Charges.
21	.1	List of Subsidiaries (as of September 30, 2008).
23	.1	Consent of Deloitte & Touche LLP.
23	.2	Consent of Shearman & Sterling LLP (included in Exhibit 5.1).

24	.1	Power of Attorney (included in signature page).
25	.1	Statement of Eligibility on Form T-1 of Wells Fargo Bank, N.A.
99	.1	Form of Letter of Transmittal.
99	.2	Form of Notice of Guaranteed Delivery.
99	.3	Form of Letter to Clients.
99	.4	Form of Letter to Registered Holders.
99	.5	Form of Letter from Beneficial Owner.

†	Portions of this Exhibit have been omitted and filed separately with the Securities and Exchange Commission as part of an application for confidential treatment pursuant to the Securities Exchange Act of 1934, as amended.
(1)	CBI Holdings Inc. (now known as DPS Holdings Inc.) is a wholly-owned subsidiary of Dr Pepper Snapple Group, Inc..

EX-3.3

Exhibit 3.3

Office of Secretary of State

     I, GLENN C. KENTON, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF AWCC ACQUISITION CORP. FILED IN THIS OFFICE ON THE TWENTY-SECOND DAY OF JUNE, A.D. 1983, AT 10 O’CLOCK A.M.

| | | | | | | | | |

	/s/ Glenn C. Kenton
	Glenn C. Kenton, Secretary of State
	AUTHENTICATION:  |	0012686
831730119	DATE:	06/30/1983

CERTIFICATE OF INCORPORATION

OF

AWCC ACQUISITION CORP.

(A Delaware Corporation)

          FIRST: Name. The name of the Corporation is AWCC Acquisition Corp.

          SECOND: Delaware Office and Registered Agent. The address of the registered office of the Corporation in the State of Delaware is 100 West Tenth Street, in the City of Wilmington, County of New Castle. The name of its registered agent for service of process at such address is The Corporation Trust Company.

          THIRD: Purpose. The nature of the business or purposes of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. The Corporation shall possess and exercise all the powers and privileges granted by the General Corporation Law of Delaware, by any other law or by this Certificate, together with any powers incidental thereto as far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the purpose of the Corporation.

          FOURTH: Capital Stock. The total number of shares of stock which the Corporation shall have authority to issue is 1,000 shares, par value $1.00 per share.

          FIFTH: Management of the Affairs of the Corporation. The following provisions relate to the management of the business and the conduct of the affairs of the Corporation and are inserted for the purpose of creating, defining, limiting and regulating the powers of the Corporation and its Directors and stockholders:

     (1) The election of Directors may be conducted in any manner the By-Laws provide, and need not be by written ballot.

     (2) The Board of Directors shall have the power to make, alter, amend or repeal the By-Laws of the Corporation, except to the extent that the By-Laws otherwise provide.

          SIXTH: Reorganization. Whenever a compromise or arrangement is proposed between this Corporation and its

creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or the class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

          SEVENTH: Reservation of Right to Amend. The Corporation reserves the right to amend or repeal any provisions contained in this Certificate of Incorporation from time to time and at any time in the manner now or hereafter prescribed by the law of the State of Delaware, and all rights herein conferred upon stockholders, Directors and officers are subject to this reserved power.

          EIGHTH: Incorporator. The name and post office address of the sole incorporator are Craigh Leonard, c/o Richards O’Neil & Allegaert, 660 Madison Avenue, New York, New York 10021.

          I, THE UNDERSIGNED, being the incorporator, for the purpose of forming a corporation under the laws of the State of Delaware do make, file and record this Certificate of Incorporation, do certify that the facts herein stated are true, and accordingly, have hereto set my hand and seal this 21 day of June, 1983.

	/s/ Craigh Leonard
2302	Craigh Leonard

EX-3.4

Exhibit 3.4

Office of Secretary of State

     I, GLENN C. KENTON, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF AWCC ACQUISITION CORP. FILED IN THIS OFFICE ON THE FIFTH DAY OF AUGUST, A.D. 1983, AT 9 O’CLOCK A.M.

| | | | | | | | | |

	/s/ Glenn C. Kenton
	Glenn C. Kenton, Secretary of State
832170001	AUTHENTICATION:	| 0028216
	DATE:	08/05/1983

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
BEFORE PAYMENT OF CAPITAL
OF
AWCC ACQUISITION CORP.

(Pursuant to Section 241 of the General Corporation
Law of the State of Delaware)

          AWCC Acquisition Corp., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

          FIRST: That Article FOURTH of the Certificate of Incorporation be, and it hereby is, amended to read in its entirety as follows:

          FOURTH: Capital Stock.

          1. Authorized Number and Classes of Stock. The total number of shares which the Corporation shall have authority to issue is 5,100,000 shares of capital stock as follows: 4,000,000 shares of Preferred Stock, par value $.01 per share; and 1,100,000 shares of Common Stock, par value $.01 per share.

          2. Preferences, Privileges, Restrictions and Rights of Classes of Stock. The special preferences, privileges, restrictions, and rights granted to or imposed on the respective shares are as follows:

     (a) Preferred Stock.

     (1) Dividends.

     (i) Rate. The holders of Preferred Stock shall be entitled to receive, when, as and if declared, dividends thereon at the rate of $.10 per share per annum, and no more.

     (ii) Accrual. Dividends shall accrue from the date of issuance of the shares of Preferred Stock to which they relate and shall continue to accrue from day to day, whether or not earned or declared, and whether or not there shall be (at the time such dividends are calculated or become payable or at any other time) profits, surplus or other funds of the Corporation legally available for the payment of dividends.

2

     (iii) Dividend Payment. To the extent permitted by the terms of any indebtedness from time to time owed by the Corporation to any lender, dividends (together with all dividends theretofore accrued but unpaid) shall be payable at the end of each calendar quarter during which the Corporation’s earnings are sufficient to permit such payment.

     (iv) Partial Dividend Payment. If at any time the Corporation shall pay less than the total amount of all dividends then accrued and payable on the Preferred Stock, such payment shall be distributed ratably among the holders of the Preferred Stock so that an equal amount shall be paid with respect to each outstanding share thereof.

     (v) Priority. Dividends on the Preferred Stock shall be payable before any dividends shall be declared or paid upon or set aside for any other series or class of capital stock of the Corporation, so that if at any time dividends upon the Preferred Stock at the rate of $.10 per share per annum calculated cumulatively on a daily basis from the date of issuance, shall not have been paid thereon or declared and set apart therefor, the amount of the deficiency shall be fully paid or declared and set apart for payment before any distribution, whether by way of dividend or otherwise, shall be declared or paid upon or set apart for, any shares of any other series or class of the Corporation’s stock.

          2. Redemption.

     (i) Redemption. Unless prevented from doing so by an applicable restriction of law, any applicable provision of this Certificate of Incorporation or the terms of any indebtedness from time to time owed by the Corporation to any lender, the Corporation shall redeem, on or before August 1 of each of the five consecutive years beginning with 1991, one-fifth of all shares of Preferred Stock outstanding on July 31, 1991. All such redemptions shall be made in cash at the Preferred Stock Redemption Price (as defined below).

3

     (ii) Redemption Price. The Preferred Stock Redemption Price per share of Preferred Stock shall equal the sum of (A) $1.00 for each share of Preferred Stock as to which such redemption applies (the “Affected Shares”) plus (B) an amount equal to all dividends accumulated and unpaid thereon to the date on which such redemption is to be made which amount, if paid as part of the Preferred Stock Redemption Price pursuant to this Section 2 (a) (2) (ii) rather than as a dividend declared by the Board of Directors pursuant to Section 2 (a) (l) (i), shall not be deemed for any purposes to be a dividend paid by the Corporation.

     (iii) Redemptions to be Made Ratably. Each redemption of shares of Preferred Stock shall apply to each holder of shares of Preferred Stock ratably in accordance with his or its holdings of such shares.

     (iv) Redemption Notice. The Corporation shall make any redemption by written notice, given no less than twenty (20) and not more than fifty (50) days before the date fixed in such notice for redemption, by mail or delivery to each holder of shares of Preferred Stock at his or its address as the same appears on the Corporation’s books.

     (v) Method for Redemption. On or before the redemption date stated in the redemption notice described above, each holder of Affected Shares shall surrender to the Corporation at its office or at such place as it may designate in the redemption notice, duly endorsed to the Corporation, his or its certificate or certificates evidencing a number of shares of Preferred Stock at least equal to the number of Affected Shares held by him or it. Upon such surrender, the holder thereof shall be entitled to receive (A) payment of the Redemption Price; and-(B) a certificate representing the balance of any shares of Preferred Stock represented by the surrendered certificate or certificates but as to which the redemption does not extend.

     (vi) Effect of Redemption. If (A) the Corporation shall have given the redemption notice in the manner described above, (B) the Corporation shall have set apart all funds

4

necessary to pay the Redemption Price, (C) all such funds are available for the sole purpose of paying the amount due for all Affected Shares; and (D) the Corporation shall have tendered payment of the Redemption Price contingent only upon surrender of the Affected Shares duly endorsed to the Corporation; then on and after the date fixed for redemption, the Affected Shares shall no longer be outstanding and all rights with respect to such shares shall forthwith cease except the right of the former holder thereof to receive the Redemption Price, without interest.

     (vii) Reissuance Prohibited. The Corporation shall not reissue any shares of Preferred Stock which shall have been redeemed or reacquired by the Corporation in any manner after the original issue thereof and all such shares so redeemed or reacquired shall be cancelled and shall cease to be a part of the authorized shares of the Corporation, and all obligations of the Corporation with respect to such shares shall termination upon such cancellation.

          3. Liquidation Rights.

          On any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Preferred Stock shall be entitled to be paid, out of the assets of the Corporation available for payment to the holders of its capital stock, an amount equal to $1.00 per share of Preferred Stock plus an amount equal to the dividends accumulated but unpaid thereon to the date of final payment or dissolution, whether or not the Corporation shall have a surplus or earnings available for dividends. If the assets of the Corporation should be insufficient to permit payment to the holders of Preferred Stock of their full preferential amounts as herein provided, then such assets shall be distributed ratably among the holders of the Preferred Stock in accordance with their holdings of such stock. No payments shall be made and no assets shall be distributed to the holders of any class or series of capital stock of the Corporation unless the holders of Preferred Stock shall have received payment of the full amounts aforesaid. A consolidation or merger of the Corporation with or into any other corporation shall not be deemed a liquidation, dissolution, or winding up of the Corporation within the meaning of this Section.

          4. Voting Rights.

          Except as required by law, the holders of the Preferred Stock shall not be entitled to vote their shares.

5

          5. Conversion Rights.

          The shares of Preferred Stock shall not be convertible into any other class or series of capital stock of the Corporation.

          (b) Common Stock.

          1. Voting Rights.

          Each holder of Common Stock shall have one vote for each share of Common Stock held of record by such holder.

          2. Dividends.

          Each holder of Common Stock shall be entitled to dividends ratably with all other holders of shares of all series of the Corporation’s Common Stock so that an equal amount shall be paid with respect to each outstanding share thereof, when, if and as such dividends are declared and paid, and no more.

          3. Liquidation Rights.

          On any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, out of the assets of the Corporation available for payment to the holders of its capital stock and after payment in full of the liquidation preference, if any, payable to the holders of the Preferred Stock, the remaining assets of the Corporation shall be distributed ratably to the holders of the Common Stock in accordance with their holdings of such stock.

          4. Conversion Rights.

          The shares of Common Stock shall not be convertible into any other class or series of capital stock of the Corporation.

          SECOND: That Article FIFTH of the Certificate of Incorporation be, and it hereby is, amended to add a new subsection (3) and (4) as follows:

(3) The affirmative vote of at least 75 percent of the voting power of the Corporation shall be required to permit the Corporation to (a) sell, abandon, transfer, lease or otherwise dispose of all or substantially all of its properties or assets, (b) purchase, lease or otherwise acquire all or substantially all the properties or assets of another corporation or entity, (c) merge or

consolidate with or into, or permit any subsidiary to merge or consolidate with or into, any other corporation, corporations or other entity or entities other than a wholly-owned subsidiary of the Corporation, (d) voluntarily dissolve, liquidate or wind up or carry out any partial liquidation or distribution or transaction in the nature of a partial liquidation or distribution or (e) take any action to cause an amendment, alteration or repeal of any of the provisions of the Certificate of Incorporation or By-Laws.

          THIRD: That the Corporation has not received any payment for any of its capital stock.

          FOURTH: That the foregoing amendment to the Certificate of Incorporation of the Corporation was duly adopted by the sole director of the Corporation in accordance with the provisions of Section 241 of the General Corporation Law of the State of Delaware.

          IN WITNESS WHEREOF, AWCC Acquisition Corp. has caused this Certificate to be signed by John Whitman, its President and sole director, and attested by Brian D. Beglin, its Assistant Secretary, this 4^th day of August, 1983.

		AWCC ACQUISITION CORP.
		By	/s/ John Whitman
			John Whitman, President and Sole Director
ATTEST:
By	/s/ Brian D. Beglin
	Brian D. Beglin, Assistant Secretary

2835

EX-3.5

Exhibit 3.5

Office of Secretary of State

     I, GLENN C. KENTON, Secretary of State of the State of Delaware do hereby certify the attached is a true and correct copy of Certificate of Ownership of the “AWCC ACQUISITION CORP.” a corporation organized and existing under the laws of the State of Delaware, merging “A & W BRANDS, INC.” a corporation organized and existing under the laws of the State of Delaware, pursuant to section 253 of the General Corporation Law of the State of Delaware as received and filed in this office the fifth day of August, A.D. 1983, at 9:01 o’clock A.M.

     And I do hereby further certify that the aforesaid corporation shall be governed by the laws of the State of Delaware.

     And I do hereby further certify that the said “AWCC ACQUISITION CORP.”, has relinquished its corporate title and assumed in place thereof “A & W BRANDS, INC.”

	/s/ Glenn C. Kenton
	Glenn C. Kenton, Secretary of State
83217002	AUTHENTICATION: DATE:	08/05/1983

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

A & W BRANDS, INC.

INTO

AWCC ACQUISITION CORP.

* * * * *

          AWCC Acquisition Corp., a corporation organized and existing under the laws of Delaware,

          DOES HEREBY CERTIFY:

          FIRST: That this Corporation was incorporated on the 22nd day of June, 1983, pursuant to the General Corporation Law of the State of Delaware.

          SECOND: That this Corporation owns all of the outstanding shares (of each class) of the stock of A & W Brands, Inc., a corporation incorporated on the 29th day of October, 1981, pursuant to the General Corporation Law of the State of Delaware.

          THIRD: That this Corporation, by the following resolutions of its Board of Directors, duly adopted by the unanimous written consent of its sole member, filed with the minutes of the Board on the 4th day of August, 1983, determined to and did merge into itself said A & W Brands, Inc.:

          RESOLVED, that AWCC Acquisition Corp. merge, and it hereby does merge into itself said A & W Brands, Inc., and assumes all of its obligations; and

     FURTHER RESOLVED, that the merger shall be effective upon the date of filing with the Secretary of State of Delaware; and

     FURTHER RESOLVED, that the proper officers of this Corporation be and they hereby are directed to make and execute a Certificate of Ownership and Merger setting forth a copy of the resolutions to merge into itself said A & W Brands, Inc. and assume its liabilities and obligations, and the date of adoption thereof, and to cause the same to be filed with the Secretary of State

of Delaware and a certified copy recorded in the office of the Recorder of Deeds of New Castle County and to do all acts and things whatsoever, whether within or without the State of Delaware, which may be in anywise necessary or proper to effect said merger.

     FURTHER RESOLVED, that this Corporation change its corporate name by changing Article FIRST of the Certificate of Incorporation of this Corporation to read as follows:

     FIRST: Name. The name of the Corporation is A & W Brands, Inc.

          FOURTH: Anything herein or elsewhere to the contrary notwithstanding this merger may be amended or terminated and abandoned by the Board of Directors of AWCC Acquisition Corp. at any time prior to the date of filing the merger with the Secretary of State.

          IN WITNESS WHEREOF, said AWCC Acquisition Corp. has caused this certificate to be signed by John Whitman, its President, and attested by Brian D. Beglin, its Assistant Secretary, this 4th day of August, 1983.

AWCC ACQUISITION CORP.
By	/s/ John Whitman
	President

ATTEST:

By /s/ Brian D. Beglin   Assistant Secretary

2331

2

EX-3.6

Exhibit 3.6

Office of Secretary of State

     I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF A & W BRANDS, INC. FILED IN THIS OFFICE ON THE TWENTY-THIRD DAY OF OCTOBER, A.D. 1985, AT 10 O’CLOCK A.M.

| | | | | | | | | |

	/s/ Michael Harkins
	Michael Harkins, Secretary of State
	AUTHENTICATION:	| 0642217
725296083	DATE:	10/23/1985

CERTIFICATE OF AMENDMENT

OF

THE CERTIFICATE OF INCORPORATION

A & W BRANDS, INC.

(Pursuant to Section 242 of the
General Corporation Law of the State of Delaware)

     A & W BRANDS, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

     FIRST: That by unanimous written consent of the Board of Directors of the Corporation, filed with the minutes of the Board, a resolution was duly adopted proposing and declaring advisable an amendment to the Certificate of Incorporation of the Corporation as follows:

     RESOLVED, that, subject to the approval of the stockholders of the Corporation, the Certificate of Incorporation of the Corporation be and hereby is amended to revise Article FOURTH, subsection 2(a)(2)(vii) to read in its entirety as follows:

     (vii) Reissuance Prohibited. The Corporation shall not reissue any shares of Preferred Stock which shall have been redeemed by the Corporation pursuant to subsection 2(a)(2) of this Article FOURTH and all such shares so redeemed shall be cancelled and shall cease to be a part of the authorized shares of the Corporation, and all obligations of the Corporation with respect to such shares shall terminate upon such cancellation.

     SECOND: That written consent to such amendment by the holders of all issued and outstanding stock has been duly given in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

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     THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

     FOURTH: That the capital of said Corporation shall not be reduced under or by reason of said amendment.

     IN WITNESS WHEREOF, A & W Brands, Inc. has caused this Certificate to be signed by M.L. Lowenkron, its President, and attested by Anthony Williams, its Secretary, this 22^nd day of October, 1985.

A & W BRANDS, INC.
By	/s/ M.L. Lowenkron M.L. Lowenkron,
	President

Attest:

/s/ Anthony Williams Anthony Williams,

Secretary

EX-3.7

Exhibit 3.7

Office of Secretary of State

     I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF A & W BRANDS, INC. FILED IN THIS OFFICE ON THE THIRTIETH DAY OF MARCH, A.D. 1987, AT 3 O’CLOCK P.M.

| | | | | | | | | |

	/s/ Michael Harkins
	Michael Harkins, Secretary of State
	AUTHENTICATION:	| 1217158
727119151	DATE:	04/29/1987

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

A & W BRANDS, INC.

     Pursuant to Section 242 of the Delaware General Corporation Law, A & W Brands, Inc., a corporation organized and existing under and by virtue of the Delaware General Corporation Law (the “Corporation”), does hereby certify:

     FIRST: That Article FIRST of the Certificate of Incorporation of the Corporation be, and it hereby is, amended to read in its entirety as set forth on Exhibit A attached hereto and incorporated herein by this reference.

     SECOND: That the attached amendments to the Certificate of Incorporation of the Corporation were duly adopted by the directors of the corporation in accordance with the provisions of Section 242 of the Delaware General Corporation Law.

     THIRD: That the attached amendments to the Certificate of Incorporation of the Corporation were duly adopted pursuant to written consent by the sole stockholder of the Corporation in accordance with Section 228 and Section 242 of the Delaware General Corporation Law.

     IN WITNESS WHEREOF, A & W Brands, Inc. has caused this Certificate of Amendment to be signed by its Executive Vice President and attested by its Secretary this the 25th day of March, 1987.

A & W BRANDS, INC.
By:	/s/ Michael F. Weinstein
	Michael F. Weinstein,
	Executive Vice President

ATTEST:

By:	/s/ Ernest J. Cavallo Ernest J. Cavallo,
	Secretary

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EXHIBIT A

AMENDMENTS TO ARTICLE FIRST
OF THE
CERTIFICATE OF INCORPORATION
OF
A & W BRANDS, INC.

     Article FIRST of the Certificate of Incorporation of A & W Brands, Inc. is hereby amended to read in its entirety as follows:

     FIRST: The name of the Corporation is A & W Concentrate Company.

EX-3.8

Exhibit 3.8

A & W CONCENTRATE COMPANY
(formerly A & W BRANDS INC,
formerly AWCC ACQUISITION Corporation)

BY-LAWS

ARTICLE I

Meetings of Stockholders

          Section 1.1 Annual Meetings. The annual meeting of the stockholders for the election of directors and for the transaction of such other business as properly may come before such meeting shall be held each year on such date, and at such time and place, within or without the State of Delaware, as may be designated by the Board of Directors.

          Section 1.2 Special Meetings. Special meetings of the stockholders for any proper purpose or purposes may be called at any time by the Board of Directors, the President or any Vice President, to be held on such date, and at such time and place within or without the State of Delaware, as the Board of Directors, the President or any Vice President, whichever has called the meeting, shall direct. A special meeting of the stockholders shall be called by the President or any Vice President whenever stockholders owning a majority of the shares of the Corporation then issued and outstanding and entitled to vote on matters to be submitted to stockholders of the Corporation shall make application therefor in writing. Any such written request shall state a proper purpose or purposes of the meeting and shall be delivered to the President or any Vice President.

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          Section 1.3 Notice of Meeting. Written notice, signed by the President, any Vice President, the Secretary or an Assistant Secretary, of every meeting of stockholders, stating the date and time when, and the place where, it is to be held, shall be delivered either personally or by mail to each stockholder entitled to vote at such meeting not less then ten or more than sixty days before the meeting, except as otherwise provided by law. The purpose or purposes for which the meeting is called may in the case of an annual meeting, and shall in the case of a special meeting, also be stated. If mailed, such notice shall be directed to a stockholder at his or her address as it shall appear on the stock books of the Corporation, unless he or she shall have filed with the Secretary a written request that notices intended for him or her be mailed to some other address, in which case it shall be mailed to the address designated in such request.

          Section 1.4 Quorum. The presence at any meeting, in person or by proxy, of the holders of record of a majority of the shares then issued and outstanding and entitled to vote shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law.

          Section 1.5 Adjournments. In the absence of a quorum, a majority in interest of the stockholders entitled to vote, present in person or by proxy, or, if no stockholder entitled to vote is present in person or by proxy, any officer entitled to preside at or act as secretary of such meeting, may adjourn the meeting from time to time until a quorum shall be present.

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          Section 1.6 Voting. Directors shall be chosen by a plurality of the votes cast at the election, and, except as otherwise provided by law, all questions shall be determined by a majority of the votes cast on such question.

          Section 1.7 Proxies. Any stockholder entitled to vote may vote by proxy, provided that the instrument authorizing such proxy to act shall have been executed in writing (which shall include telegraphing or cabling) by the stockholder himself or by his or her duly authorized attorney.

          Section 1.8 Judges of Election. The Board of Directors may appoint judges of election to serve at any election of directors and at balloting on any other matter that may properly come before a meeting of stockholders. If no such appointment shall be made, or if any of the judges so appointed shall fail to attend or refuse or be unable to serve, then such appointment may be made by the presiding officer at the meeting.

ARTICLE II

Action of Stockholders Without A Meeting

          Section 2.1. Any action which might have been taken under these By-Laws by a vote of the stockholders at a meeting thereof may be taken without a meeting, without prior notice and without a vote, if a consent in writing setting forth the action so taken shall be signed by the holders of outstanding shares of stock of the Corporation having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were

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present and voted, provided that prompt notice shall be given to those stockholders who have not so consented if less than unanimous written consent is obtained.

ARTICLE III

Board of Directors

          Section 3.1 Number. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the Board of Directors or stockholders (any such resolution of either the Board of Directors or stockholders being subject to any later resolution of either of them). The first Board of Directors and subsequent Boards of Directors shall consist of five directors until changed as herein provided.

          Section 3.2 Election and Term of Office. Directors shall be elected at the annual meeting of the stockholders, except as provided in Section 3.3 or Section 3.7. Each director (whether elected at an annual meeting or to fill a vacancy or otherwise) shall continue in office until his or her successor shall have been elected and qualified or until his or her earlier death, resignation or removal in the manner hereinafter provided.

          Section 3.3 Vacancies and Additional Directorships. If any vacancy shall occur among the directors by reason of death, resignation or removal or as the result of an increase in the number of directorships, a majority of the directors then in office or a sole remaining director, though less than a quorum, may fill any such vacancy.

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          Section 3.4 Meetings. A meeting of the Board of Directors shall be held for organization, for the election of officers and for the transaction of such other business as may properly come before the meeting, within thirty days after each annual election of directors.

          The Board of Directors by resolution may provide for the holding of regular meetings and may fix the times and places at which such meetings shall be held. Notice of regular meetings shall not be required to be given, provided that whenever the time or place of regular meetings shall be fixed or changed, notice of such action shall be mailed promptly to each director who shall not have been present at the meeting at which such action was taken, addressed to him or her at his or her residence or usual place of business.

          Special meetings of the Board of Directors may be called by or at the direction of the President, any Vice President or any two directors, except that when the Board of Directors consists of one director, then the one director may call a special meeting. Except as otherwise required by law, notice of each special meeting shall be mailed to each director, addressed to him or her at his or her residence or usual place of business, at least five days before the day on which the meeting is to be held, or shall be sent to him or her at such place by telegram, radio or cable, or telephoned or delivered to him or her personally, not later than two days before the day on which the meeting is to be held. Such notice shall state the time and place of such meeting but need not state the purpose thereof,

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unless otherwise required by law, the Certificate of Incorporation of the Corporation or these By-Laws.

          Notice of any meeting need not be given to any director who shall attend such meeting in person or who shall waive notice thereof, before or after such meeting, in a signed writing.

          Section 3.5 Quorum and Manner of Acting. At each meeting of the Board of Directors, the presence of a majority of the total number of members of the Board of Directors as constituted from time to time shall be necessary and sufficient to constitute a quorum for the transaction of business. Except as otherwise provided by law, the Certificate of Incorporation of the Corporation or these By-Laws, a vote of the majority of the directors present at any meeting at which a quorum is present shall be the act of the Board.

          Section 3.6 Resignation of Directors. Any director may resign at any time by giving written notice of such resignation to the Board of Directors, the President, any Vice President or the Secretary. Unless otherwise specified in such notice, such resignation shall take effect upon receipt thereof by the Board of Directors or any such officer and the acceptance of such resignation shall not be necessary to make it effective.

          Section 3.7 Removal of Directors. At any special meeting of the stockholders duly called as provided in these By-Laws, any director or directors may be removed from office, either with or without cause, as provided by law. At such meeting, a successor or successors may be elected by a plurality

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of the votes cast, or if any such vacancy is not so filled, it may be filled by the directors as provided in Section 3.3.

          Section 3.8 Compensation of Directors. Directors shall receive such reasonable compensation for their services as such, whether in the form of salary or a fixed fee for attendance at meetings, with expenses, if any, as the Board of Directors may from time to time determine. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV

Action of the Board Without A Meeting

          Section 4.1. Any action which might have been taken under these By-Laws by vote of the directors at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all the members of the Board of Directors or such committee, as the case may be, consent thereto in writing and the writing or writings are filed with the minutes of the Board of Directors or such committee.

ARTICLE V

Committees of the Board

          Section 5.1 Designation, Power, Alternate Members and Terms of Office. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. Any such committee, to the

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extent provided in such resolution and permitted by law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation or a facsimile thereof to be affixed to or reproduced on all such papers as said committee shall designate. The Board of Directors may designate one or more directors as alternate members of any committee who, in the order specified by the Board of Directors, may replace any absent or disqualified member at any meeting of the committee. If at a meeting of any committee one or more of the members thereof should be absent or disqualified, and if either the Board of Directors has not so designated any alternate member or members or the number of absent or disqualified members exceeds the number of alternate members who are present at such meeting, then the member or members of such committees (including alternates) present at any meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may unanimously appoint another director to act at the meeting in the place of any such absent or disqualified member. The term of office of the members of each committee shall be as fixed from time to time by the Board of Directors, subject to these By-Laws; provided, however, that any committee member who ceases to be a member of the Board of Directors shall ipso facto cease to be a committee member. Each committee shall appoint a secretary, who may be the Secretary of the Corporation or an Assistant Secretary thereof.

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          Section 5.2 Meetings, Notices and Records. Each committee may provide for the holding of regular meetings, with or without notice, and may fix the times and places at which such meetings shall be held. Special meetings of each committee may be called by or at the direction of its chairman or, if there be no chairman, by or at the direction of any one of its members. Except as otherwise provided by law, notice of each special meeting of a committee shall be mailed to each member of such committee, addressed to him or her at his or her residence or usual place of business, at least five days before the day on which the meeting is to be held, or shall be sent to him or her at such place by telegram, radio or cable, or telephoned or delivered to him or her personally, not later than two days before the day on which the meeting is to be held. Such notice shall state the time and place of such meeting, but need not state the purposes thereof, unless otherwise required by law, the Certificate of Incorporation of the Corporation or these By-Laws.

          Notice of any meeting of a committee need not be given to any member thereof who shall attend such meeting in person or who shall waive notice thereof, before or after such meeting, in a signed writing. Each committee shall keep a record of its proceedings.

          Section 5.3 Quorum and Manner of Acting. At each meeting of any committee the presence of a majority of its members then in office shall be necessary and sufficient to constitute a quorum for the transaction of business, except that when a committee consists of one member, then the one member

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shall constitute a quorum. In the absence of a quorum, a majority of the members present at the time and place of any meeting may adjourn the meeting from time to time until a quorum shall be present and the meeting may be held as adjourned without further notice or waiver. The act of a majority of the members present at any meeting at which a quorum is present shall be the act of such committee. Subject to the foregoing and other provisions of these By-Laws and except as otherwise determined by the Board of Directors, each committee may make rules for the conduct of its business.

          Section 5.4 Resignations. Any member of a committee may resign at any time by giving written notice of such resignation to the Board of Directors, the Chairman of the Board of Directors, the President, any Vice President or the Secretary. Unless otherwise specified in such notice, such resignation shall take effect upon receipt thereof by the Board of Directors or any such officer, and the acceptance of such resignation shall not be necessary to make it effective.

          Section 5.5 Removal. Any member of any committee may be removed with or without cause at any time by the Board of Directors.

          Section 5.6 Vacancies. If any vacancy shall occur in any committee by reason of death, resignation, disqualification, removal or otherwise, the remaining member or members of such committee, so long as a quorum is present, may continue to act until such vacancy is filled by the Board of Directors.

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          Section 5.7 Compensation. Committee members shall receive such reasonable compensation for their services as such, whether in the form of salary or a fixed fee for attendance at meetings, with expenses, if any, as the Board of Directors may from time to time determine. Nothing herein contained shall be construed to preclude any committee member from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE VI

Officers

          Section 6.1 Officers. The officers of the Corporation shall be a President, a Secretary, a Treasurer, a Chairman of the Board if elected by the Board of Directors, one or more Vice Presidents if elected by the Board of Directors, and such other officers as may be appointed in accordance with the provisions of Section 6.3.

          Section 6.2 Election, Term of Office and Qualifications. Each officer (except such officers as may be appointed in accordance with the provisions of Section 6.3) shall be elected by the Board of Directors. Unless otherwise provided in the resolution of election, each officer (whether elected at the first meeting of the Board of Directors after the annual meeting of stockholders or to fill a vacancy or otherwise) shall hold his or her office until the first meeting of the Board of Directors after the next annual meeting of stockholders and until his or her successor shall have been elected, or until his or her death,

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or until he or she shall have resigned in the manner provided in Section 6.4 or shall have been removed in the manner provided in Section 6.5.

          Section 6.3 Subordinate Officers and Agents. The Board of Directors from time to time may appoint other officers or agents (including one or more Assistant Vice Presidents, one or more Assistant Secretaries and one or more Assistant Treasurers), to hold office for such period, have such authority and perform such duties as are provided in these By-Laws or as may be provided in the resolutions appointing them. The Board of Directors may delegate to any officer or agent the power to appoint any such subordinate officers or agents and to prescribe their respective terms of office, authorities and duties.

          Section 6.4 Resignations. Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, the President, a Vice President or the Secretary. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or any such officer, and the acceptance of such resignation shall not be necessary to make it effective.

          Section 6.5 Removal. Any officer specifically designated in Section 6.1 may be removed with or without cause at any meeting of the Board of Directors by affirmative vote of a majority of the directors then in office. Any officer or agent appointed in accordance with the provisions of Section 6.3 may be removed with or without cause at any meeting of the Board of Directors by affirmative vote of a majority of the directors

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present at such meeting or at any time by any superior officer or agent upon whom such power of removal shall have been conferred by the Board of Directors.

          Section 6.6 Vacancies. A vacancy in any office by reason of death, resignation, removal, disqualification or any other cause shall be filled for the unexpired portion of the term in the manner prescribed by these By-Laws for regular election or appointments to such office.

          Section 6.7 The Chairman of the Board. The Chairman of the Board shall be elected by the Board of Directors. He or she shall preside at all meetings of the Board of Directors and at all meetings of stockholders and shall see that all orders and resolutions of the Board of Directors are carried into effect. Subject to the direction of the Board of Directors, he or she shall have general charge of the business, affairs and property of the Corporation and general supervision over its officers and agents. He or she may sign, with any other officer thereunto duly authorized, certificates representing stock of the Corporation the issuance of which shall have been duly authorized (the signature to which may be a facsimile signature), and may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Directors, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent. From time to time he or she shall report to the Board of Directors all matters within his or her knowledge which the interests of the Corporation may

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require to be brought to their attention. He or she shall have such other powers and perform such other duties as may from time to time be prescribed by the Board of Directors or these By-Laws.

          Section 6.8 The President. If there is no Chairman of the Board, or in the absence of the Chairman of the Board, the President shall be the chief executive officer of the Corporation. The President shall, subject to the authority of the Chairman of the Board, if there is one, have all of the powers and duties granted to and imposed upon the Chairman of the Board. The President is charged with the day to day supervision of the business, affairs and property of the Corporation.

          Section 6.9 The Vice President. At the request of the President, or, in his or her absence or disability, the Vice President designated by the Board of Directors, shall perform all the duties of the President and, when so acting, shall have all the powers of and be subject to all restrictions upon the President. Any Vice President may also sign, with any other officer thereunto duly authorized, certificates representing stock of the Corporation, the issuance of which shall have been duly authorized (the signature to which may be a facsimile signature), and may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Directors, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent. Each Vice President shall have such other powers and

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perform such other duties as may from time to time be prescribed by the Board of Directors, the President or these By-Laws.

          Section 6.10 The Secretary. The Secretary shall

     (a) record all the proceedings of the meetings of the stockholders, the Board of Directors, and any committees in a book or books to be kept for that purpose;

     (b) cause all notices to be duly given in accordance with the provisions of these By-Laws and as required by law;

     (c) whenever any committee shall be appointed in pursuance of a resolution of the Board of Directors, furnish the chairman of such committee with a copy of such resolution;

     (d) be custodian of the records and of the seal of the Corporation, and cause such seal to be affixed to or a facsimile to be reproduced on all certificates representing stock of the Corporation prior to the issuance thereof and to all instruments the execution of which on behalf of the Corporation and under its seal shall have been duly authorized;

     (e) see that the lists, books, reports, statements, certificates and other documents and records required by law are properly kept and filed;

     (f) have charge of the stock and transfer books of the Corporation, and exhibit such stock book at all reasonable times to such persons as are entitled by law to have access thereto;

     (g) sign (unless the Treasurer or an Assistant Secretary or an Assistant Treasurer shall sign) certificates representing stock of the Corporation the issuance of which shall have been duly authorized (the signature to which may be a facsimile signature); and

     (h) in general, perform all duties incident to the office of Secretary and have such other powers, and perform such other duties, as may from time to time be prescribed by the Board of Directors, the President or these By-Laws.

          Section 6.11 Assistant Secretaries. At the request of the Secretary or in his or her absence or disability, the Assistant Secretary designated by him or her (or in the absence of such designation, the Assistant Secretary designated by the

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Board of Directors or the President) shall perform all the duties of the Secretary, and, when so acting, shall have all the powers of and be subject to all restrictions upon the Secretary. Each Assistant Secretary shall have such other powers, and perform such other duties, as may from time to time be prescribed by the Board of Directors, the President, the Secretary or these By-Laws.

          Section 6.12 The Treasurer. The Treasurer shall

     (a) have charge of and supervision over and be responsible for the funds, securities, receipts and disbursements of the Corporation;

     (b) cause the moneys and other valuable effects of the Corporation to be deposited in the name and to the credit of the Corporation in such banks or trust companies, or with such bankers or other depositaries, as shall be selected in accordance with Section 8.3 or to be otherwise dealt with in such manner as the Board of Directors may direct;

     (c) cause the funds of the Corporation to be disbursed by checks or drafts upon the authorized depositaries of the Corporation, and cause to be taken and preserved proper vouchers for all moneys disbursed;

     (d) render to the Board of Directors or the President, whenever requested, a statement of the financial condition of the Corporation and of all of his or her transactions as Treasurer;

     (e) cause to be kept at the Corporation’s principal office, correct books of account of all its business and transactions and such duplicate books of account as he or she shall determine and upon application, cause such books or duplicates thereof to be exhibited to any director;

     (f) be empowered, from time to time, to require from the officers or agents of the Corporation reports or statements giving such information as he or she may desire with respect to any and all financial transactions of the Corporation;

     (g) sign (unless the Secretary or an Assistant Secretary or an Assistant Treasurer shall sign) certificates representing stock of the Corporation the issuance of which

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shall have been duly authorized (the signature to which may be a facsimile signature); and

     (h) in general, perform all duties incident to the office of Treasurer and have such other powers and perform such other duties as may from time to time be prescribed by the Board of Directors, the President or these By-Laws.

          Section 6.13 Assistant Treasurer. At the request of the Treasurer or in his or her absence or disability, the Assistant Treasurer designated by him (or in the absence of such designation, the Assistant Treasurer designated by the Board of Directors or the President) shall perform all the duties of the Treasurer, and, when so acting, shall have all the powers of and be subject to all restrictions upon the Treasurer. Each Assistant Treasurer shall have such other powers and perform such other duties as may from time to time be prescribed by the Board of Directors, the President, the Treasurer or these By-Laws.

          Section 6.14 Salaries. The salaries of the officers of the Corporation shall be fixed from time to time by the Board of Directors, except that the Board of Directors may delegate to any person the power to fix the salaries or other compensation of any officers or agents appointed in accordance with the provisions of Section 6.3. No officer shall be prevented from receiving such salary by reason of the fact that he or she is also a director of the Corporation.

ARTICLE VII

          Section 7.1 Indemnification. The Corporation shall indemnify, in the manner and to the full extent permitted by law, any person (or the estate of any person) who was or is a

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party to, or is threatened to be made a party to, any threatened, pending or completed action, suit or proceedings, whether or not by or in the right of the Corporation, and whether civil, criminal, administrative, investigative, or otherwise, by reason of the fact that such person is or was a director, officer, employee, fiduciary or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, trustee, fiduciary, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. Unless otherwise permitted by law, the indemnification provided for herein shall be made only as authorized in the specific case upon a determination, in the manner provided by law, that indemnification of the director, officer, employee or agent is proper in the circumstances. The Corporation may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against him or her. To the full extent permitted by law, the indemnification provided herein shall include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, and, in the manner provided by law, any such expenses may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding. The indemnification provided herein shall not be deemed to limit the right of the Corporation to indemnify any other person for any such expenses to the full extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Corporation may be entitled under any agreement, vote of stock-

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holders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.

ARTICLE VIII

Execution of Instruments and

Deposit of Corporate Funds

          Section 8.1 Execution of Instruments Generally. The Chairman of the Board, the President, any Vice President, the Secretary or the Treasurer, subject to the approval of the Board of Directors, may enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation. The Board of Directors may authorize any officer or officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation, and such authorization may be general or confined to specific instances.

          Section 8.2 Borrowing. No loans or advances shall be obtained or contracted for, by or on behalf of the Corporation and no negotiable paper shall be issued in its name, unless and except as authorized by the Board of Directors. Such authorization may be general or confined to specific instances. Any officer or agent of the Corporation thereunto so authorized may obtain loans and advances for the Corporation, and for such loans and advances may make, execute and deliver promissory notes, bonds, or other evidences of indebtedness of the Corporation. Any officer or agent of the Corporation so authorized may pledge,

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hypothecate or transfer as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, any and all stocks, bonds, other securities and other personal property at any time held by the Corporation, and to that end may endorse, assign and deliver the same and do every act and thing necessary or proper in connection therewith.

          Section 8.3 Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to its credit in such banks or trust companies or with such bankers or other depositaries as the Board of Directors may select, or as may be selected by any officer or officers or agent or agents authorized so to do by the Board of Directors. Endorsements for deposit to the credit of the Corporation in any of its duly authorized depositaries shall be made in such manner as the Board of Directors from time to time may determine.

          Section 8.4 Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, and all notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers or agent or agents of the Corporation, and in such manner, as from time to time shall be determined by the Board of Directors.

          Section 8.5 Proxies. Proxies to vote with respect to shares of stock of other corporations owned by or standing in the name of the Corporation may be executed and delivered from time to time on behalf of the Corporation by the President or any Vice President or by any other person or persons thereunto authorized by the Board of Directors.

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ARTICLE IX

Record Dates

          Section 9.1. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. Only those stockholders of record on the date so fixed shall be entitled to any of the foregoing rights, notwithstanding the transfer of any such stock on the books of the corporation after any such record date fixed by the Board of Directors.

ARTICLE X

Stock

          Section 10.1 Form and Execution of Certificates. The certificates of shares of stock of the Corporation shall be in such form as shall be approved by the Board of Directors. The certificates shall be signed by the Chairman of the Board, the President or a Vice President and the Treasurer, the Secretary, an Assistant Treasurer or an Assistant Secretary, except that

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where any such certificates shall be countersigned by a transfer agent and by a registrar, the signatures of any of the officers above specified, and the seal of the Corporation upon such certificates, may be facsimiles, engraved or printed. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of its issue.

ARTICLE XI

Corporate Seal

          Section 11.1. The corporate seal shall be circular in form and shall bear the name of the Corporation and words and figures denoting its organization under the laws of the State of Delaware and the year thereof and otherwise shall be in such form as shall be approved from time to time by the Board of Directors.

ARTICLE XII

Fiscal Year

          Section 12.1. The Fiscal year of the Corporation shall begin on the first day of January in each year or such other day as the Board of Directors may determine by resolution.

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ARTICLE XIII

Amendments

          Section 13.1. Except as otherwise provided by the Certificate of Incorporation of the Corporation, all By-Laws of the Corporation may be amended or repealed, and new By-Laws may be made, by a majority of the votes cast at any annual or special stockholders’ meeting by holders of outstanding shares of stock of the Corporation entitled to vote.

EX-3.9

Exhibit 3.9

FORM B C A-47

BEFORE ATTEMPTING TO EXECUTE THESE BLANKS BE SURE TO READ CAREFULLY
THE INSTRUCTIONS ON THE BACK THEREOF.

(THESE ARTICLES MUST BE FILED IN DUPLICATE)

			[Do not write in this space)
STATE OF ILLINOIS,			Date Paid		11-10-69
	}		Initial License Fee	$	50
		ss.	Franchise Tax	$	6667
WILL                      COUNTY			Filing Fee	$	7500
TO PAUL POWELL, Secretary of State:			Clerk

The undersigned,

		Address
Name	Number	Street	City	State
Joyce Associates, Inc.	777 Joyce Road,	Joliet, Illinois

being one or more natural persons of the age of twenty-one years or more or a corporation, and having subscribed to shares of the corporation to be organized pursuant hereto, for the purpose of forming a corporation under “The Business Corporation Act” of the State of Illinois, do hereby adopt the following Articles of Incorporation:

ARTICLE ONE

The name of the corporation hereby incorporated is: Joyce Advertising, Inc.

ARTICLE TWO

     The address of its initial registered office in the State of Illinois is: 777 Joyce Road Street, in the City of Joliet (60435) (Zip Code) County of Will and the name of its initial Registered Agent at said address is: William J. Collier, Jr.

ARTICLE THREE

The duration of the corporation is: Perpetual

ARTICLE FOUR

The purpose or purposes for which the corporation is organized are:

          To conduct a general advertising press agency and publicity business both as principal and agents including the preparation and arrangements of advertisements, and the manufacture and construction of advertising devices and novelties; to erect, construct, purchase, lease or otherwise acquire fences, billboards, signboards, buildings and other structures suitable for advertising purposes; to carry on the business of printers, publishers, binders, and decorators in connection with advertising business; to design, prepare, circulate, distribute and display cards, signs, posters, hand bills, programs, banners and flags to be placed in and on street cars, taxicabs, buses, and any and all kinds of conveyances used for passengers or for any other purpose; to use, place and display moveable or changeable signs, cards, pictures, designs, mottoes, etc., operated by clock work, electricity or any other power; to advertise in the air by airplanes, streamers, sky writing, and other similar and dissimilar operations; to supervise the preparation and production of television, radio and moving picture advertisements and publicity devices; and to make and carry out contracts of every kind and character that may be proper, incidental or conducive to the accomplishment of such purposes.

ARTICLE FIVE

     Paragraph 1: The aggregate number of shares which the corporation is authorized to issue is 100,000, divided into One classes. The designation of each class, the number of shares of each class, and the par value, if any, of the shares of each class, or a statement that the shares of any class are without par value, are as follows:

	Series	Number of		Par value per share or statement that shares
Class	(If any)	Shares		are without par value
Common			100,000	Without par value

Paragraph 2: The preferences, qualifications, limitations, restrictions and the special or relative rights in respect of the shares of each class are:

          None

ARTICLE SIX

     The class and number of shares which the corporation proposes to issue without further report to the Secretary of State, and the consideration (expressed in dollars) to be received by the corporation therefor, are:

			Total consideration to be
Class of shares	Number of shares		received therefor:
Common		l, 000	$	1,000.00
			$

ARTICLE SEVEN

     The corporation will not commence business until at least one thousand dollars has been received as consideration for the issuance of shares.

ARTICLE EIGHT

     The number of directors to be elected at the first meeting of the shareholders is: ten (10)

ARTICLE NINE

Paragraph 1: It is estimated that the value of all property to be owned by the corporation for the following year wherever located will be $1,000.00

Paragraph 2: It is estimated that the value of the property to be located within the State of Illinois during the following year will be $1,000.00

ParaGraph 3: It is estimated that the gross amount of business which will be transacted by the corporation during the following year will be $.45,000.00

Paragraph 4: It is estimated that the gross amount of business which will be transacted at or from places of business in the State of Illinois during the following year will be $45,000.00

     NOTE: If all the property of the corporation is to be located in this State and all of its business is to be transacted at or from places of business in this State, or if the incorporators elect to pay the initial franchise tax on the basis of its entire stated capital and paid-in surplus, then the information called for in Article Nine need not be stated.

EX-3.10

Exhibit 3.10

File Number 4958-110-6

State of Illinois
Office of
The Secretary of State

Whereas, ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF JOYCE ADVERTISING, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS HAVE BEEN FILED IN THE OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE BUSINESS CORPORATION ACT OF ILLINOIS, IN FORCE JULY 1, A.D. 1984.

Now Therefore, I, George H. Ryan, Secretary of State of the State of Illinois, by virtue of the powers vested in me by law, do hereby issue this certificate and attach hereto a copy of the Application of the aforesaid corporation.

In Testimony Whereof, 1 hereto set my hand and cause to be affixed the Great Seal of the State of Illinois, at the City of Springfield, this 1ST day of JULY A.D. 1997 and of the Independence of the United States the two hundred and 21ST.


              Secretary of State

Form BCA-10.30
(Rev. Jan. 1995)

George H. Ryan
Secretary of State
Department of Business Services
Springfield, IL 62756
Telephone (217) 782-1832

Remit payment in check or money order, payable to “Secretary of State.”

*The filing fee for articles of amendment - $25.00

ARTICLES OF AMENDMENT

File #

1. CORPORATE NAME:      Joyce Advertising, Inc.     

(Note 1)

2. MANNER OF ADOPTION OF AMENDMENT:

The following amendment of the Articles of Incorporation was adopted on May 30, 1997, 1997 in the manner indicated below. (“X” one box only)

o By a majority of the incorporators, provided no directors were named in the articles of incorporation and no directors have been elected;

(Note 2)

o By a majority of the board of directors, in accordance with Section 10.10, the corporation having issued no shares as of the time of adoption of this amendment;

(Note 2)

o By a majority of the board of directors, in accordance with Section 10.15, shares having been issued but shareholder action not being required for the adoption of the amendment;

(Note 3)

o By the shareholders, in accordance with Section 10.20, a resolution of the board of directors having been duly adopted and submitted to the shareholders. At a meeting of shareholders, not less than the minimum number of votes required by statute and by the articles of incorporation were voted in favor of the amendment;

(Note 4)

þ By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by shareholders having not less than the minimum number of votes required by statute and by the articles of incorporation. Shareholders who have not consented in writing have been given notice in accordance with Section 7.10;

(Notes 4 & 5)

o By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by all the shareholders entitled to vote on this amendment.

(Note 5)

3. TEXT OF AMENDMENT:

a.	When amendment effects a name change, insert the new corporate name below. Use Page 2 for all other amendments.
	Article I: The name of the corporation is:

     SBI Transportation, Inc.     
(NEW NAME)

All changes other than name, include on page 2
(over)

4.	The manner, if not set forth in Article 3b, in which any exchange, reclassification or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, provided for or effected by this amendment, is as follows: (If not applicable, insert “No change”)
5.	(a) The manner, if not set forth in Article 3b, in which said amendment effects a change in the amount of paid-in capital (Paid-in capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) is as follows: (If not applicable, insert “No change”)
	(b) The amount of paid-in capital (Paid-in Capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) as changed by this amendment is as follows: (If not applicable, insert “No change”)

	Before Amendment	After Amendment
Paid-in Capital	$	$

(Complete either Item 6 or 7 below. All signatures must be in BLACK INK.)

6. The undersigned corporation has caused this statement to be signed by its duly authorized officers, each of whom affirms, under penalties of perjury, that the facts stated herein are true.

Dated	June 12,		1997	Joyce Advertising, Inc.
		,
				(Exact Name of Corporation at date of execution)
attested by	/s/ Timothy J. Healy			by                              /s/ Timothy J. Healy
	(Signature of Secretary or Assistant Secretary)			(Signature of President or Vice President)
	Timothy J. Healy - Secretary			Timothy J. Healy — President
	(Type or Print Name and Title)			(Type or Print Name and Title)

7. If amendment is authorized pursuant to Section 10.10 by the incorporators, the incorporators must sign below, and type or print name and title.

OR

If amendment is authorized by the directors pursuant to Section 10.10 and there are no officers, then a majority of the directors or such directors as may be designated by the board, must sign below, and type or print name and title.

The undersigned affirms, under the penalties of perjury, that the facts stated herein are true.

Dated                                            , 19                                                 

Page 3

EX-3.11

Exhibit 3.11

File Number 4958-110-6

State of Illinois
Office of
The Secretary of State

Whereas, ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF SBI TRANSPORTATION, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS HAVE BEEN FILED IN THE OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE BUSINESS CORPORATION ACT OF ILLINOIS, IN FORCE JULY 1, A.D. 1984.

Now Therefore, I, Jesse White, Secretary of State of the State of Illinois, by virtue of the powers vested in me by law, do hereby issue this certificate and attach hereto a copy of the Application of the aforesaid corporation.

In Testimony Whereof, I hereto set my hand and cause to be affixed the Great Seal of the State of Illinois, at the City of Springfield, this 30TH day of JUNE A.D. 1999 and of the Independence of the United States the two hundred and 23RD.

Secretary of State

Form BCA-10.30	ARTICLES OF AMENDMENT
(Rev. Jan. 1999)		File # 4958-110-6

Jesse White
Secretary of State
Department of Business Services
Springfield, IL 62756
Telephone (217) 782-1832

Remit payment in check or money
order, payable to “Secretary of State.”

The filing fee for restated articles of
amendment - $100.00

http://www.sos.state.il.us

 

1. CORPORATE NAME: SBI TRANSPORTATION, INC.

(Note 1)

2.	MANNER OF ADOPTION OF AMENDMENT:
	The following amendment of the Articles of Incorporation was adopted on           June 25           ,

(Month & Day)

                    1999 in the manner indicated below. (“X” one box only)

                   (Year)

o By a majority of the incorporators, provided no directors were named in the articles of incorporation and no directors have been elected;

(Note 2)

o By a majority of the board of directors, in accordance with Section 10.10, the corporation having issued no shares as of the time of adoption of this amendment;

(Note 2)

o By a majority of the board of directors, in accordance with Section 10.15, shares having been issued but shareholder action not being required for the adoption of the amendment;

(Note 3)

o By the shareholders, in accordance with Section 10.20, a resolution of the board of directors having been duly adopted and submitted to the shareholders. At a meeting of shareholders, not less than the minimum number of votes required by statute and by the articles of incorporation were voted in favor of the amendment;

(Note 4)

o By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by shareholders having not less than the minimum number of votes required by statute and by the articles of incorporation. Shareholders who have not consented in writing have been given notice in accordance with Section 7.10;

(Notes 4 & 5)

þ By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by all the shareholders entitled to vote on this amendment.

(Note 5)

3. TEXT OF AMENDMENT:

a.	When amendment effects a name change, insert the new corporate name below. Use Page 2 for all other amendments.
	Article I: The name of the corporation is:

AmTrans, Inc.  (SIGNATURE)
	(NEW NAME)

All changes other than name, include on page 2
(over)

Text of Amendment

b. (If amendment affects the corporate purpose, the amended purpose is required to be set forth in its entirety. If there is not sufficient space to do so, add one or more sheets of this size.)

Page 2

4.	The manner, if not set forth in Article 3b, in which any exchange, reclassification or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, provided for or effected by this amendment, is as follows: (If not applicable, insert “No change”)
	No change
5.	(a) The manner, if not set forth in Article 3b, in which said amendment effects a change in the amount of paid-in capital (Paid-in capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) is as follows: (If not applicable, insert “No change”)
	No change
	(b) The amount of paid-in capital (Paid-in Capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) as changed by this amendment is as follows: (If not applicable, insert “No change”)
	No change

	Before Amendment	After Amendment
Paid-in Capital	$	$

(Complete either Item 6 or 7 below. All signatures must be in BLACK INK.)

6. The undersigned corporation has caused this statement to be signed by its duly authorized officers, each of whom affirms, under penalties of perjury, that the facts stated herein are true.

Dated                      June 25                    ,            1999	SBI TRANSPORTATION, INC.
(Month & Day)                             (Year)	(Exact Name of Corporation at date of execution)
attested by      /s/ Brian E. Landers	by      /s/ William M. Nelson
(Signature of Secretary or Assistant Secretary)	(Signature of President or Vice President)
BRIAN E. LANDERS, ASST. SEC.	William M. Nelson, V.P.
(Type or Print Name and Title)	(Type or Print Name and Title)

7. If amendment is authorized pursuant to Section 10.10 by the incorporators, the incorporators must sign below, and type or print name and title.

OR

If amendment is authorized by the directors pursuant to Section 10.10 and there are no officers, then a majority of the directors or such directors as may be designated by the board, must sign below, and type or print name and title.

The undersigned affirms, under the penalties of perjury, that the facts stated herein are true.

Dated                                                    ,                     

          (Month & Day)                          (Year)

Page 3

NOTES and INSTRUCTIONS

NOTE 1:	State the true exact corporate name as it appears on the records of the office of the Secretary of State, BEFORE any amendments herein reported.
NOTE 2:	Incorporators are permitted to adopt amendments ONLY before any shares have been issued and before any directors have been named or elected. (§ 10.10)
NOTE 3:	Directors may adopt amendments without shareholder approval in only seven instances, as follows:

(a)	to remove the names and addresses of directors named in the articles of incorporation;
(b)	to remove the name and address of the initial registered agent and registered office, provided a statement pursuant to § 5.10 is also filed;
(c)	to increase, decrease, create or eliminate the par value of the shares of any class, so long as no class or series of shares is adversely affected.
(d)	to split the issued whole shares and unissued authorized shares by multiplying them by a whole number, so long as no class or series is adversely affected thereby;
(e)	to change the corporate name by substituting the word “corporation”, “incorporated”, “company”, “limited”, or the abbreviation “corp.”, “inc.”, “co.”, or “ltd.” for a similar word or abbreviation in the name, or by adding a geographical attribution to the name;
(f)	to reduce the authorized shares of any class pursuant to a cancellation statement filed in accordance with § 9.05,
(g)	to restate the articles of incorporation as currently amended. (§ 10.15)

NOTE 4:	All amendments not adopted under § 10.10 or § 10.15 require (1) that the board of directors adopt a resolution setting forth the proposed amendment and (2) that the shareholders approve the amendment.
	Shareholder approval may be (1) by vote at a shareholders’ meeting (either annual or special) or (2) by consent, in writing, without a meeting.
	To be adopted, the amendment must receive the affirmative vote or consent of the holders of at least 2/3 of the outstanding shares entitled to vote on the amendment (but if class voting applies, then also at least a 2/3 vote within each class is required).
	The articles of incorporation may supersede the 2/3 vote requirement by specifying any smaller or larger vote requirement not less than a majority of the outstanding shares entitled to vote and not less than a majority within each class when class voting applies. (§ 10.20)
NOTE 5:	When shareholder approval is by consent, all shareholders must be given notice of the proposed amendment at least 5 days before the consent is signed. If the amendment is adopted, shareholders who have not signed the consent must be promptly notified of the passage of the amendment. (§§ 7.10 & 10.20)

Page 4

EX-3.12

Exhibit 3.12

BY-LAWS

OF

AMTRANS, INC.

*******

ARTICLE I

OFFICES

          Section 1. Registered Office. The principal office shall be located at No. 777 Joyce Road, Joliet, Illinois.

          Section 2. Other Offices. The corporation may also have offices at such other places both within and without the State of Illinois as the board of directors may from time to time determine or the business of the corporation may require.

          Section 3. Books. The books of the corporation may be kept within or without of the State of Illinois as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

          Section 1. Time and Place of Meetings. All meetings of shareholders shall be held at such place, either within or without the State of Illinois, on such date and at such time as may be determined from time to time by the board of directors (or the chairman in the absence of a designation by the board of directors).

          Section 2. Annual Meetings. Annual meetings of shareholders, commencing with the year 1987, shall be held to elect the board of directors and transact such other business as may properly be brought before the meeting.

          Section 3. Special Meetings. Special meetings of shareholders may be called by the board of

directors or the chairman of the board and shall be called by the secretary at the request in writing of holders of record of a majority of the outstanding shares of the corporation entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

          Section 4. Notice of Meetings and Adjourned Meetings; Waivers of Notice. (a) Whenever shareholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by The Business Corporation Act of 1983 of the State of Illinois (“Illinois Law”), such notice shall be given not less than 10 nor more than 60 days before the date of the meeting to each shareholder of record entitled to vote at such meeting. Unless these by-laws otherwise require, when a meeting is adjourned to another time or place (whether or not a quorum is present), notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.

          (b) A written waiver of any such notice signed by the person entitled thereto, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

          Section 5. Quorum. Unless otherwise provided under the certificate of incorporation or these by-laws and subject to Illinois law, the

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presence, in person or by proxy, of the holders of a majority of the outstanding shares of the corporation entitled to vote at a meeting of shareholders, shall constitute a quorum for the transaction of business.

          Section 6. Voting. (a) Unless otherwise provided in the articles of incorporation and subject to Illinois Law, each shareholder shall be entitled to one vote for each outstanding share of the corporation held by such shareholder. Unless otherwise provided in Illinois Law, the articles of incorporation or these by-laws, the affirmative vote of a majority of the shares of the corporation present, in person or by proxy, at a meeting of shareholders and entitled to vote on the subject matter shall be the act of the shareholders.

          (b) Each shareholder entitled to vote at a meeting of shareholders or to express consent or dissent to a corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after 11 months from the date thereof, unless the proxy provides for a longer period.

          Section 7. Action by Consent. Unless otherwise provided in the articles of incorporation, any action required to be taken at any annual or special meeting of shareholders, or any action which may be taken at any annual or special meeting of shareholders, may be taken without a meeting, and without a vote, if a consent in writing, setting forth the action so taken, shall be signed (i) by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voting or (ii) by all of the shareholders entitled to vote with respect to the subject matter thereof. If such consent is signed by less than all of the shareholders entitled to vote, then such consent will be effective only if at least 5 days prior to the execution of the consent a notice in writing is delivered to all the shareholders entitled to vote with respect to the subject matter thereof and after the effective date of the consent, prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be delivered in writing to those shareholders who have not consented in writing.

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          Section 8. Organization. At each meeting of shareholders, the chairman of the board, if one shall have been elected, (or in his absence or if one shall not have been elected, the president) shall act as chairman of the meeting. The secretary (or in his absence or inability to act, the person whom the chairman of the meeting shall appoint secretary of the meeting) shall act as secretary of the meeting and keep the minutes thereof.

          Section 9. Order of Business. The order of business at all meetings of shareholders shall be as determined by the chairman of the meeting.

ARTICLE III

DIRECTORS

          Section 1. General Powers. Except as otherwise provided in Illinois Law or the articles of incorporation, the business and affairs of the corporation shall be managed by or under the direction of the board of directors.

          Section 2. Number, Election and Term of Office. The number of directors which shall constitute the whole board shall be fixed from time to time by resolution of the board of directors but shall not be less than three nor more than eight. The directors shall be elected at the annual meeting of the shareholders, except as provided in Section 12 of this Article, and each director so elected shall hold office until his successor is elected and qualified or until his earlier death, resignation or removal. Directors need not be shareholders.

          Section 3. Quorum and Manner of Acting. Unless the articles of incorporation or these by-laws require a greater number, a majority of the total number of directors shall constitute a quorum for the transaction of business, and the affirmative vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors. When a meeting is adjourned to another time or place (whether or not a quorum is present), notice

-4-

need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the board of directors may transact any business which might have been transacted at the original meeting. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting, from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

          Section 4. Time and Place of Meetings. The board of directors shall hold its meetings at such place, either within or without the State of Illinois, and at such time as may be determined from time to time by the board of directors (or the chairman in the absence of a determination by the board of directors).

          Section 5. Annual Meeting. The board of directors shall meet for the purpose of organization, the election of officers and the transaction of other business, as soon as practicable after each annual meeting of shareholders, on the same day and at the same place where such annual meeting shall be held. Notice of such meeting need not be given. In the event such annual meeting is not so held, the annual meeting of the board of directors may be held at such place either within or without the State of Illinois, on such date and at such time as shall be specified in a notice thereof given as hereinafter provided in Section 7 of this Article III or in a waiver of notice thereof signed by all the directors.

          Section 6. Regular Meetings. After the place and time of regular meetings of the board of directors shall have been determined and notice thereof shall have been once given to each member of the board of directors, regular meetings may be held without further notice being given.

          Section 7. Special Meetings. Special meetings of the board of directors may be called by the chairman of the board or the president and shall be called by the chairman of the board, president, or secretary on the written request of three directors. Notice of special meetings of the board of directors shall be given to each director either personally or by mail or by telegram at least three days before the date of the meeting.

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          Section 8. Committees. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of two or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority to: authorize distributions; approve or recommend to shareholders any act required by Illinois Law to be approved by shareholders; fill vacancies on the board or on any of its committees; elect or remove officers or fix the compensation of any member of the committee; adopt, amend or repeal the by-laws; approve a plan of merger not requiring shareholder approval; authorize or approve reacquisition of shares, except according to general formula or method prescribed by the board; authorize or approve the issuance or sale or contract for sale, of shares or determine the designation and relative rights, preferences, and limitations of a series of shares, except that the board may direct a committee to fix the specific terms of the issuance or sale or contract for sale or the number of shares to be allocated to particular employees under an employee benefit plan; or amend, alter, repeal, or take action inconsistent with any resolution or action of the board of directors when the resolution or action of the board of directors provides by its terms that it shall not be amended, altered or repealed by action of a committee. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

          Section 9. Action by Consent. Unless otherwise restricted by the articles of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or

-6-

writings are filed with the minutes of proceedings of the board or committee.

          Section 10. Telephonic Meetings. Unless otherwise restricted by the articles of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

          Section 11. Resignation. Any director may resign at any time by giving written notice to the board of directors or the secretary of the corporation. The resignation of any director shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

          Section 12. Vacancies. Unless otherwise provided in the corporation’s articles of incorporation, vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director. Each director so chosen shall hold office until his successor is elected and qualified, or until his earlier death, resignation or removal. If there are no directors in office, then an election of directors may be held in accordance with Illinois Law. Unless otherwise provided in the corporation’s articles of incorporation, when one or more directors shall resign from the board, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in the filling of other vacancies.

          Section 13. Removal. Any director or the entire board of directors may be removed, with or without cause, at any time at a meeting of shareholders

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by the affirmative vote of the holders of a majority of the outstanding shares of the corporation entitled to vote, except that no director shall be removed at a meeting of shareholders unless the notice of such meeting shall state that a purpose of the meeting is to vote upon the removal of one or more directors named in the notice, and the director or directors removed were named in such notice. Any vacancy created pursuant to the preceding sentence may be filled by the affirmative vote of the holders of a majority of the outstanding shares of the corporation entitled to vote.

          Section 14. Compensation. Unless otherwise restricted by the articles of incorporation or these by-laws, the board of directors shall have authority to fix the compensation of directors, including fees and reimbursement of expenses.

ARTICLE IV

OFFICERS

          Section 1. Principal Officers. The principal officers of the corporation shall be a president, one or more vice presidents, a treasurer and a secretary who shall have the duty, among other things, to record the proceedings of the meetings of shareholders and directors in a book kept for that purpose. The corporation may also have such other principal officers, including one or more controllers, as the board may in its discretion appoint. One person may hold the offices and perform the duties of any two or more of said offices, except that no one person shall hold the offices and perform the duties of president and secretary.

          Section 2. Election, Term of Office and Remuneration. The principal officers of the corporation shall be elected annually by the board of directors at the annual meeting thereof. Each such officer shall hold office until his successor is elected and qualified, or until his earlier death, resignation or removal. The remuneration of all officers of the corporation shall be fixed by the board of directors. Any vacancy in any office shall be filled in such manner as the board of directors shall determine.

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          Section 3. Subordinate Officers. In addition to the principal officers enumerated in Section 1 of this Article IV, the corporation may have one or more assistant treasurers, assistant secretaries and assistant controllers and such other subordinate officers, agents and employees as the board of directors may deem necessary, each of whom shall hold office for such period as the board of directors may from time to time determine. The board of directors may delegate to any principal officer the power to appoint and to remove any such subordinate officers, agents or employees.

          Section 4. Removal. Except as otherwise permitted with respect to subordinate officers, any officer may be removed, with or without cause, at any time, by resolution adopted by the board of directors.

          Section 5. Resignations. Any officer may resign at any time by giving written notice to the board of directors (or to a principal officer if the board of directors has delegated to such principal officer the power to appoint and to remove such officer). The resignation of any officer shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

ARTICLE V

GENERAL PROVISIONS

          Section 1. Fixing the Record Date. In order that the corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any change, conversion or exchange of shares or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than 60 nor less than 60 days prior to any

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other action. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

          Section 2. Distributions. Subject to limitations contained in Illinois Law and the articles of incorporation, the board of directors may declare and pay distributions upon the shares of the corporation, which distributions may be paid either in cash, in property, or in shares of the corporation.

          Section 3. Fiscal Year. The fiscal year of the corporation shall commence on April 1 and end on March 31 of each year.

          Section 4. Corporate Seal. The board of directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words, “Corporate Seal, Illinois”.

          Section 5. Voting of Stock owned by the Corporation. The board of directors may authorize any person, on behalf of the corporation, to attend, vote and grant proxies to be used at any meeting of shareholders of any corporation (except this corporation) in which the corporation may hold shares.

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EX-3.13

Exhibit 3.13

PAGE 1

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “BERKELEY SQUARE US, INC. ”, FILED IN THIS OFFICE ON THE ELEVENTH DAY OF APRIL, A.D. 2008, AT 12:31 O’CLOCK P.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

		/s/ Harriet Smith Windsor
4532664 8100		Harriet Smith Windsor, Secretary of State
		AUTHENTICATION:	6517953
080418574
		DATE:	04-11-08
You may verify this certificate online at corp.delaware.gov/authver.shtml

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:09 PM 04/11/2008

FILED 12:31 PM 04/11/2008

SRV 080418574 - 4532664 FILE

CERTIFICATE OF INCORPORATION

OF

BERKELEY SQUARE US, INC.

April 11, 2008

     The undersigned sole incorporator, for the purpose of incorporating or organizing a corporation under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that:

     FIRST: The name of the corporation (hereinafter the “Corporation”) is Berkeley Square US, Inc.

     SECOND: The registered office of the Corporation is to be located at 1209 Orange Street, in the City of Wilmington, in the County of New Castle, in the State of Delaware. The name of its registered agent at that address is The Corporation Trust Company.

     THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the DGCL.

     FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 1,000 shares of common stock, par value $.01 per share.

     FIFTH: The name and mailing address of the incorporator are as follows:

Name	Address
Esther K. Kim	Morgan, Lewis & Bockius LLP
	101 Park Avenue
	New York, New York 10178

     SIXTH: Unless and except to the extent that the Bylaws of the Corporation shall so require, the directors of the Corporation need not be elected by written ballot.

     SEVENTH: In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors of the Corporation is expressly authorized to make, alter and repeal the Bylaws of the Corporation, subject to the power of the stockholders of the Corporation to alter or repeal any Bylaw whether adopted by them or otherwise.

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     EIGHTH: No director shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except (i) for any breach of the duty of loyalty of such director to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which such director derives an improper personal benefit. If the DGCL is amended after the filing of this Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. No amendment, alteration or repeal of this Article EIGHTH shall adversely affect any right of, or protection afforded to, a director of the Corporation existing immediately prior to such repeal or modification.

     NINTH: Except as provided herein, from time to time any of the provisions of this Certificate of Incorporation may be amended, altered or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the Corporation by this Certificate of Incorporation are granted subject to the provisions of this Article NINTH.

[Signature page follows.]

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     IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Incorporation as of the date first written above.

/s/ Esther K. Kim  

Esther K. Kim 

Sole Incorporator 

[Signature Page to Certificate of Incorporation]

EX-3.14

Exhibit 3.14

BYLAWS
OF
BERKELEY SQUARE US, INC.
(a Delaware corporation)

ARTICLE I
Meetings of Shareholders

     Section 1. Place of Meetings and Meetings by Telephone. Meetings of Shareholders shall be held at any place as designated by the Directors. In the absence of any such designation, meetings of Shareholders shall be held at the principal place of business of the Company. Any meeting of the Shareholders may be held by conference telephone or similar communication equipment so long as all Shareholders participating in the meeting are present within the United States, all such Shareholders can hear one another, and all Shareholders participating by telephone or similar communication equipment shall be deemed to be present in person at the meeting.

     Section 2. Call of Meetings. An annual meeting of the Shareholders, for the election of Directors to succeed those whose terms expire and for the transaction of such other business may properly come before the meeting, shall be held on such date and at such time as the Board of Directors shall each year fix, which date shall be within thirteen months subsequent to the date of formation of the Company or the last annual meeting of Shareholders. In addition, meetings of the Shareholders may be called at any time by the Directors or by the President for the purpose of taking action upon any matter requiring the vote or authority of the Shareholders as provided herein or upon any other matter as to which such vote or authority is deemed by the Directors to be necessary or desirable. Meetings of the Shareholders to act on any matter upon which Shareholders may vote as provided in the Delaware General Corporation Law (the “Act”) shall be called promptly by the Directors upon the written request of a majority in interest of the Shareholders.

     Section 3. Notice of Meetings of Shareholders. All notices of meetings of Shareholders shall be sent or otherwise given in accordance with Section 4 of this Article I not less then ten (10) nor more than sixty (60) days before the date of the meeting. The notice shall specify (i) the place, date and hour of the meeting and (ii) the general nature of the business to be transacted.

     Section 4. Manner of Giving Notice. Notice of any meeting of Shareholders shall be given personally or by telephone to each Shareholder or sent by first class mail, by telegram, e-mail or telecopy (or similar electronic means) or by a nationally recognized overnight courier, charges prepaid, addressed to the Shareholder at the address of that Shareholder appearing on the books of the Company or given by the Shareholder to the Company for the purpose of notice. Notice shall be deemed to have been given at the time when delivered either personally or by telephone, or at the time when deposited in the mail or with a

nationally recognized overnight courier, or when receipt is confirmed (including electronically) when sent by telegram, e-mail or telecopy (or similar electronic means).

     Section 5. Adjourned Meeting; Notice. Any meeting of Shareholders, whether or not a quorum is present, may be adjourned from time to time by the vote of the holders of a majority of the shares represented at that meeting, either in person or by proxy. When any meeting of Shareholders is adjourned to another time or place, notice need not be given of the adjourned meeting, unless a new record date of the adjourned meeting is fixed or unless the adjournment is for more than thirty (30) days from the date set for the original meeting, in which case the Directors shall set a new record date and shall give notice in accordance with the provisions of Sections 3 and 4 of this Article I. At any adjourned meeting, the Company may transact any business that might have been transacted at the original meeting.

     Section 6. Quorum; Voting. At any meeting of the Shareholders, a majority in interest of the Shareholders, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of Shareholders holding a higher number of shares is required by these Bylaws or applicable law. Except as otherwise required by applicable law, all matters shall be determined by a majority in interest of the Shareholders.

     Section 7. Waiver of Notice by Consent of Absent Shareholders. The transactions of a meeting of Shareholders, however called and noticed and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice if a quorum is present either in person or by proxy and if either before or after the meeting, each person entitled to vote who was not present in person or by proxy signs a written waiver of notice or a consent to a holding of the meeting or an approval of the minutes. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any meeting of Shareholders. Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting if that objection is expressly made at the beginning of the meeting.

     Section 8. Shareholder Action by Written Consent Without a Meeting. Any action that may be taken at any meeting of Shareholders (including any annual meeting of Shareholders) may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by a majority in interest of the Shareholders (or Shareholders holding such higher number of shares as is required to authorize or take such action under the terms of these Bylaws or applicable law); provided, however, that such consent shall be executed within the United States. Any such written consent may be executed and given by telecopy or similar electronic means. Such consents shall be filed with the Secretary of the Company and shall be maintained in the Company’s records. Every written consent shall bear the date of signature of each Shareholder who signs the consent and no written consent shall be effective to take the Company action referred to therein unless, within sixty (60) days of the date the earliest dated consent is delivered to the Company, a written consent or consents signed by holders of a sufficient number of shares to take the subject action are properly delivered to the Company.

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     Section 9. Record Date for Shareholder Notice, Voting and Giving Consents.

     (a) For purposes of determining the Shareholders entitled to vote or act at any meeting or adjournment thereof, the Directors may fix in advance a record date which shall not be greater than sixty (60) days nor fewer than ten (10) days before the date of any such meeting. If the Directors do not so fix a record date, the record date for determining Shareholders entitled to notice of or to vote at a meeting of Shareholders shall be at the close of business on the business day immediately preceding the day on which notice is given, or if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

     (b) The record date for determining Shareholders entitled to give consent to action in writing without a meeting, (i) when no prior action of the Directors has been taken, shall be the day on which the first written consent is given, or (ii) when prior action of the Directors has been taken, shall be (x) such date as determined for that purpose by the Directors, which record date shall not precede the date upon which the resolution fixing it is adopted by the Directors and shall not be more than ten (10) days after the date of such resolution, or (y) if no record date is fixed by the Directors the record date shall be the close of business on the day on which the Directors adopt the resolution relating to that action.

     (c) Only Shareholders of record on the record date as herein determined shall have any right to vote or to act at any meeting or give consent to any action relating to such record date, provided that no Shareholder who transfers all or part of such Shareholder’s shares after a record date (and no transferee of such shares) shall have the right to vote or act with respect to the transferred shares as regards the matter for which the record date was set.

     Section 10. Proxies. Every Shareholder entitled to vote or act on any matter at a meeting of Shareholders shall have the right to do so either in person or by proxy, provided that an instrument authorizing such a proxy to act is executed by the Shareholder in writing and dated not more than three (3) years before the meeting, unless the instrument specifically provides for a longer period. A proxy shall be deemed executed by a Shareholder if the Shareholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the Shareholder or the Shareholder’s attorney-in-fact. A valid proxy that does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it before the vote pursuant to that proxy by a writing delivered to the Company stating that the proxy is revoked, by a subsequent proxy executed by the person who executed the earlier proxy or by attendance at the meeting and voting in person by the person who executed the earlier proxy or (ii) written notice of the death or incapacity of the maker of that proxy is received by the Company before the vote pursuant to that proxy is counted. A proxy purporting to be executed by the person who executed that proxy or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger.

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ARTICLE II
Directors and Meetings of Directors

     Section 1. Powers.

     (a) Subject to the delegation of rights and powers as provided for herein, the Board of Directors shall have the sole right to manage the business of the Company and shall have all powers and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the Company. No Shareholder, by reason of its status as such, shall have any authority to act for or bind the Company or otherwise take part in the management of the Company, but shall have only the right to vote on or approve the actions specified herein or in the Delaware Act (or hereafter specified by the Board of Directors) to be voted on or approved or determined by the Shareholders. At any time that there is only one Shareholder, any and all action provided for herein to be taken or approved by the “Shareholders” shall be taken or approved by the sole Shareholder.

     (b) The Company shall have such officers as are provided for herein, and such officers shall be elected and removed in accordance with these Bylaws. The Board of Directors may appoint, employ, or otherwise contract with such other persons or entities for the transaction of the business of the Company or the performance of services for or on behalf of the Company as it shall determine in its sole discretion. The Board of Directors may delegate to any officer of the Company or to any such other person or entity such authority to act on behalf of the Company as the Board of Directors may from time to time deem appropriate in its sole discretion (which delegated authority may be set forth in the Bylaws, in resolutions adopted by the Board or otherwise as determined by the Board). The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Board of Directors.

     (c) Except as otherwise provided by the Board of Directors or in these Bylaws, when the taking of any of the following described actions has been authorized by the Board of Directors, any Director or officer of the Company, or any other person specifically authorized by the Board of Directors, may execute any contract or other agreement or document on behalf of the Company and may execute on behalf of the Company and file with the Secretary of State of the State of Delaware any certificates or filings provided for in the Delaware Act.

     Section 2. Number of Directors. The Board of Directors shall consist of three (3) Directors or such other number as the Board of Directors shall determine.

     Section 3. Vacancies. Vacancies in the authorized number of Directors from whatever cause shall be filled by the remaining Directors, or, if there be none, by the Shareholders. Directors shall serve for a term of one (1) year and thereafter until their respective successors are duly elected by the Shareholders or until their earlier death, retirement, incapacity or removal. Directors can be removed with or without cause by a vote of the Shareholders. Determinations to be made by the Directors in connection with the conduct of the business of the Company shall be made in the manner provided in these Bylaws, unless otherwise specifically provided herein.

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     Section 4. Place of Meetings and Meetings by Telephone. All meetings of the Directors may be held at any place within the United States that has been designated from time to time by resolution of the Directors. In the absence of such a designation, regular meetings shall be held at the principal place of business of the Company. Any meeting, regular or special, may be held by conference telephone or similar communication equipment so long as all Directors participating in the meeting can hear one another and all of the Directors are participating in such meeting within the United States. All Directors participating by telephone or similar communication equipment shall be deemed to be present in person such meeting.

     Section 5. Regular Meetings. Regular meetings of the Directors shall be held at such times and at such places within the United States as shall be fixed by unanimous approval of the Directors. Such regular meetings may be held without notice.

     Section 6. Special Meetings. Special meetings of the Directors for any purpose or purposes may be called at any time by any Director, the Chairman or by the President; provided, however, that all special meetings shall be held within the United States. Notice of the time and place of a special meeting shall be delivered personally or by telephone to each Director and sent by first-class mail, by telegram, e-mail or telecopy (or similar electronic means) or by nationally recognized overnight courier, charges prepaid, addressed to each Director at that Director’s address as it is shown on the records of the Company. In case the notice is mailed, it shall be deposited in the United States mail at least five (5) calendar days before the time of the holding of the meeting. In case the notice is delivered personally or by telephone or by telegram, e-mail, telecopy (or similar electronic means) or overnight courier, it shall be given at least two (2) calendar days before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the Director or to a person at the office of the Director who the person giving the notice has reason to believe will promptly communicate it to the Director. The notice need not specify the purpose of the meeting.

     Section 7. Quorum. A majority of the authorized number of Directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 9 of this Article II. Every act or decision done or made by the affirmative vote of a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Directors, except to the extent that the vote of a higher number of Directors is required by these Bylaws or applicable law.

     Section 8. Waiver of Notice. Notice of any meeting need not be given to any Director who either before or after the meeting signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the records of the Company or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any Director who attends the meeting without protesting before or at its commencement the lack of notice to that Director.

     Section 9. Adjournment. A majority of the Directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given unless the meeting is adjourned for

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more than forty-eight (48) hours, in which case notice of the time and place shall be given before the time of the adjourned meeting in the manner specified in Section 6 of this Article II.

     Section 10. Action Without a Meeting. Any action to be taken by the Directors at a meeting may be taken without such meeting by the written consent of a majority of the Directors then in office (or such higher number of Directors as is required to authorize or take such action under the terms of these Bylaws or applicable law); provided, however, that such consent shall be executed within the United States. Any such written consent may be executed and given by telecopy or similar electronic means. Such written consents shall be filed with the minutes of the proceedings of the Directors. If any action is so taken by the Directors by the written consent of less than all of the Directors, prompt notice of the taking of such action shall be furnished to each Director who did not execute such written consent, provided that the effectiveness of such action shall not be impaired by any delay or failure to furnish such notice.

     Section 11. Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in a resolution of the Board, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and the affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have power or authority in reference to (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by law to be submitted to stockholders for approval, or (ii) adopting, amending or repealing these Bylaws.

ARTICLE III
Officers

     Section 1. Officers. The officers of the Company shall be a Chairman, a President, one or more Vice Presidents, a Secretary and a Treasurer. The Company may also have, at the discretion of the Directors, such other officers as may be appointed in accordance with the provisions of Section 3 of this Article III. Any number of offices may be held by the same person. Each of the officers of the Company may but need not be a Director.

     Section 2. Election of Officers. The officers of the Company, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article III, shall be chosen by the Directors, and each shall serve at the pleasure of the Directors. The appointment of officers shall be considered by the Directors at their first meeting after every annual election of Directors by the Shareholders.

     Section 3. Subordinate Officers. The Directors may appoint and may empower the Chairman or the President to appoint such other officers as the business of the Company may require, each of whom shall hold office for such period, have such authority and

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perform such duties as are provided in these Bylaws or as the Directors (or, to the extent the power to prescribe authorities and duties of subordinate officers is delegated to him, the Chairman or the President) may from time to time determine.

     Section 4. Removal and Resignation of Officers. Any officer may be removed, with or without cause, by the Directors at any regular or special meeting of the Directors or by such officer, if any, upon whom such power of removal may be conferred by the Directors. Any officer may resign at any time by giving written notice to the Company. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and unless otherwise specified in notice of a resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a party.

     Section 5. Vacancies in Offices. A vacancy in any office because of death, resignation, removal, disqualification or other cause shall be filled in the manner prescribed in these Bylaws for regular appointment to that office. The Chairman or the President may make temporary appointments to a vacant office pending action by the Directors.

     Section 6. President. The President shall be the chief executive officer of the Company and shall, subject to the control of the Directors, have general supervision, direction and control of the business and the officers of the Company. He or she shall have the general powers and duties of management usually vested in the office of President of a corporation and shall have such other powers and duties as may be prescribed by the Directors or these Bylaws.

     Section 7. Vice Presidents. In the absence or disability of the President, the Vice Presidents, in order of their rank as fixed by the Directors, shall perform all the duties of the President and when so acting shall have all powers of and be subject to all the restrictions upon the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Directors, the Chairman or the President or by these Bylaws.

     Section 8. Secretary. The Secretary shall keep or cause to be kept at the principal place of business of the Company or such other place as the Directors may direct a book of minutes of all meetings and actions of Directors, committees or other delegates of Directors and Shareholders with the time and place of holding, whether regular or special, and if special, how authorized, the notice given, the names of those present at Directors’ meetings or committee or other delegate meetings, the number of shares present or represented at meetings of Shareholders and the proceedings. The Secretary shall keep or cause to be kept at the principal place of business of the Company, a register or a duplicate register showing the names of all Shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, if any, and the number and date of cancellation of every certificate surrendered for cancellation. The Secretary shall give or cause to be given notice of all meetings of the Shareholders and of the Directors (or committees or other delegates thereof) required to be given by these Bylaws or by applicable law and shall have such other powers and perform such other duties as may be prescribed by the Directors, the Chairman or the President or by these Bylaws.

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     Section 9. Treasurer. The Treasurer shall keep and maintain or cause to be kept and maintained adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of the assets, liabilities, receipts, disbursements, gains, losses, capital and retained earnings the Company. The books of account shall at all reasonable times be open to inspection by any Director. The Treasurer shall deposit all monies and other valuables in the name and to the credit of the Company with such depositaries as may be designated by the Directors. He or she shall disburse the funds of the Company as may be ordered by the Directors, shall render to the Chairman, the President and Directors, whenever they request it, an account of all of his or her transactions as chief financial officer and of the financial condition of the Company and shall have other powers and perform such other duties as may be prescribed by the Directors, the Chairman or the President or these Bylaws.

ARTICLE IV
Limitation on Liability; Standard of Care; Indemnification of Directors, Officers, Employees and Agents

     Section 1. Limitation of Liability. The debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Shareholder, Director or officer of the Company shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Shareholder, Director and/or officer.

     Section 2. Standard of Care; Indemnification of Directors, Officers, Employees and Agents.

     (a) The Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that the person is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

     (b) The Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the Company, or is or was serving at the request of

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the Company as a director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Company and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

     (c) To the extent that a present or former director or officer of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this Section 2, or in defense of any claim, issue or matter therein, the Company shall indemnify such person against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

     (d) Any indemnification under subsections (a) and (b) of this Section 2 (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this Section 2. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (iv) by the Shareholders.

     (e) Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Company as authorized in this Section 2. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Company deems appropriate.

     (f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this Section 2 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of Shareholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

     (g) The Company shall purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Company, or is or was serving

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at the request of the Company as a director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Company would have the power to indemnify such person against such liability under this Section 2.

     (h) The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 2 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

     (i) The provisions of this Section 2 are intended to provide for the broadest rights and protections afforded to directors, officers, employees or agents under the Delaware Act as of the date hereof. If, after the date hereof, any law shall be enacted which expands the authority of the Company under the Delaware Act to indemnify the directors, officers, employees or agents of the Company, the Company shall indemnify the directors, officers, employees or agents of the Company to the fullest extent provided by the Delaware Act, as amended.

ARTICLE V
Records and Reports

     Section 1. Maintenance and Inspection of Shareholder Registrar. The Company shall maintain at its principal place of business a record of its Shareholders, giving the names and addresses of all Shareholders and the number and class of shares held by each Shareholder. Subject to such reasonable standards (including standards governing what information and documents are to be furnished and at whose expense) as may be established by the Directors from time to time, each Shareholder has the right, to obtain from the Company from time to time upon reasonable demand for any purpose reasonably related to the Shareholder’s interest as a Shareholder of the Company a record of the Company’s Shareholders.

     Section 2. Maintenance and Inspection of Bylaws. The Company shall keep at its principal place of business the original or a copy of these Bylaws as amended to date, which shall be open to inspection by the Shareholders at all reasonable times during office hours.

     Section 3. Maintenance and Inspection of Other Records. The accounting books and records, minutes of proceedings of the Shareholders and the Directors and any committees or delegates of the Directors and all other information pertaining to the Company that is required to be made available to the Shareholders under the Delaware Act shall be kept at such place or places designated by the Directors or in the absence of such designation, at the principal place of business of the Company. The minutes shall be kept in written form and the accounting books and records and other information shall be kept either in written form or in any other form capable of being converted into written form. The books of account and records of the Company shall be maintained in accordance with generally accepted accounting principles consistently applied during the term of the Company, wherein all transactions, matters and things relating to the business and properties of the Company shall be currently entered. Subject to such reasonable standards (including standards governing what information and documents are

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to be furnished and at whose expense) as may be established by the Directors from time to time, minutes, accounting books and records and other information shall be open to inspection upon the written demand of any Shareholder at any reasonable time during usual business hours for a purpose reasonably related to the Shareholder’s interests as a Shareholder. Any such inspection may be made in person or by an agent or attorney and shall include the right to copy and make extracts. Notwithstanding the foregoing, the Directors shall have the right to keep confidential from Shareholders for such period of time as the Directors deem reasonable, any information which the Directors reasonably believe to be in the nature of trade secrets or other information the disclosure of which the Directors in good faith believe is not in the best interests of the Company or could damage the Company or its business or which the Company is required by law or by agreement with a third party to keep Confidential.

     Section 4. Inspection by Directors. Every Director shall have the right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Company for a purpose reasonably related to his position as Director. This inspection by a Director may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.

ARTICLE VI
General Matters

     Section 1. Certificates. Each Shareholder shall be entitled to a certificate signed by, or in the name of the Company by, the President or a Vice President. Any and all of the signatures on the certificate may be by facsimile. Transfers of shares shall be made only upon the transfer books of the Company kept at an office of the Company or transfer agents designated to transfer shares in the Company. Except where a certificate is issued with respect to a lost, stolen or destroyed certificate, an outstanding certificate for the number of shares to be transferred shall be surrendered for cancellation before a new certificate is issued therefor. The issue, transfer, conversion and registration of certificate shall be governed by such other regulations as the Directors may from time to time establish.

     Section 2. Checks, Drafts, Evidence of Indebtedness. The persons from time to time holding the position of Chairman, President, Vice President, Secretary, Treasurer or controller (if any) of the Company, acting by written instrument signed by any two of them, are hereby authorized (i) to open or close any bank account or investment account of the Company, (ii) to designate the use of any such account, (iii) to grant authority to any person or combination of persons to sign checks, by manual or facsimile signature or to issue oral, wire or written instructions for the withdrawal of funds from, or other action with respect to, any such account, (iv) to revoke the authority of any person or persons to sign checks or to issue instructions, (v) to establish a maximum amount as to which any person or combination of persons shall be authorized to sign checks or issue instructions, and (vi) to take all further actions, and to execute and deliver all such further instructions and documents, in the name and on behalf of the Company, as in their judgment shall be necessary, proper or advisable in connection with the foregoing matters. Any resolution supplied by a financial institution or investment company and approved and executed by any two of the officers designated in this Section 2 of this Article VI shall be deemed resolutions duly adopted by the Board of Directors and shall be filed with the minutes of meetings of Directors.

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     Section 3. Contracts and Instruments; How Executed. The Directors, except as otherwise provided in these Bylaws, may authorize any Director(s), officer(s) or agent(s) to enter into any contract or execute any instrument in the name of and on behalf of the Company and this authority may be general or confined to specific instances; and unless so authorized or ratified by the Directors or within the agency power of an officer (or otherwise specified in these Bylaws), no Shareholder, officer, agent, or employee shall have any power or authority to bind the Company by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

     Section 4. Representation of Shares of Other Entities Held by Company. The President or any Vice President or any other person authorized by the Directors or by any of the foregoing designated officers, is authorized to vote or represent on behalf of the Company any and all shares of any corporation, partnership, trust, limited liability company or other entities, foreign or domestic, standing in the name of the Company. The authority granted may be exercised in person or by a proxy duly executed by such designated person.

     Section 5. Seal. The Directors may approve and adopt an official Company seal, which may be altered by them at any time. Unless otherwise required by the Directors, any seal so adopted shall not be necessary to be placed on, and its absence shall not impair the validity of, any document, instrument or other paper executed and delivered by or on behalf of the Company.

     Section 6. Fiscal Year. The fiscal year of the Company shall be fixed by resolution of the Board of Directors.

     Section 7. Reliance Upon Books, Reports and Records. Each Director, each Shareholder of any committee designated by the Board of Directors, and each officer of the Company shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Company and upon such information, opinions, reports or statements presented to the Company by any of its officers or employees, or committees of the Board of Directors so designated, or by any other person as to matters which such manager or committee Shareholder reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company.

ARTICLE VII
Amendments

     Section 1. Amendment. These Bylaws may be restated, amended, supplemented or repealed only by unanimous vote of the Directors or unanimous vote of the Shareholders.

Effective as of April 11, 2008

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EX-3.15

Exhibit 3.15

PAGE 1

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF “BEVERAGE INVESTMENTS LLC”, FILED IN THIS OFFICE ON THE FOURTEENTH DAY OF JUNE, A.D. 2007, AT 10:51 O’CLOCK P.M.

		/s/ Harriet Smith Windsor
		Harriet Smith Windsor, Secretary of State
4371665 8100		AUTHENTICATION:	5762589
070712768
		DATE:	06-15-07

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:34 PM 06/14/2007

FILED 10:51 PM 06/14/2007

SRV 070712768 - 4371665 FILE

CERTIFICATE OF FORMATION

OF

BEVERAGE INVESTMENTS LLC

     This Certificate of Formation of Beverage Investments LLC, dated June 14, 2007, is executed and filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act. The undersigned certifies as follows:

     FIRST: The name of the limited liability company formed hereby is Beverage Investments LLC (the “Company”).

     SECOND: The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

     THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first written above.

By:	/s/ Sharon N. Purcell
	Sharon N. Purcell
	Authorized Person

EX-3.16

Exhibit 3.16

BYLAWS
OF
BEVERAGE INVESTMENTS LLC

INTRODUCTION

          A. Agreement. These Bylaws shall be subject to the Limited Liability Company Agreement, as from time to time in effect (the “LLC Agreement”), of Beverage Investments LLC, a Delaware limited liability company (the “Company”). In the event of any inconsistency between the terms hereof and the terms of the LLC Agreement, the terms of the LLC Agreement shall control.

          B. Definitions. Capitalized terms used herein and not herein defined are used as defined in the LLC Agreement.

ARTICLE I
Meetings of Shareholders

          Section 1. Place of Meetings and Meetings by Telephone. Meetings of Shareholders shall be held at any place, but not in the United Kingdom, as designated by the Directors. In the absence of any such designation, meetings of Shareholders shall be held at the principal place of business of the Company. Any meeting of the Shareholders may be held by conference telephone or similar communication equipment so long as all Shareholders participating in the meeting are not present in the United Kingdom, all such Shareholders can hear one another, and all Shareholders participating by telephone or similar communication equipment shall be deemed to be present in person at the meeting.

          Section 2. Call of Meetings. An annual meeting of the Shareholders, for the election of Directors to succeed those whose terms expire and for the transaction of such other business may properly come before the meeting, shall be held on such date and at such time as the Board of Directors shall each year fix, which date shall be within thirteen months subsequent to the date of formation of the Company or the last annual meeting of Shareholders. In addition, meetings of the Shareholders may be called at any time by the Directors or by the President for the purpose of taking action upon any matter requiring the vote or authority of the Shareholders as provided herein or in the LLC Agreement or upon any other matter as to which such vote or authority is deemed by the Directors to be necessary or desirable. Meetings of the Shareholders to act on any matter upon which Shareholders may vote as provided in the LLC Agreement or the Delaware Act shall be called promptly by the Directors upon the written request of a majority in interest of the Shareholders.

          Section 3. Notice of Meetings of Shareholders. All notices of meetings of Shareholders shall be sent or otherwise given in accordance with Section 4 of this Article I not less then ten (10) nor more than ninety (90) days before the date of the meeting. The notice shall

specify (i) the place, date and hour of the meeting and (ii) the general nature of the business to be transacted.

          Section 4. Manner of Giving Notice. Notice of any meeting of Shareholders shall be given personally or by telephone to each Shareholder or sent by first class mail, by telegram, e-mail or telecopy (or similar electronic means) or by a nationally recognized overnight courier, charges prepaid, addressed to the Shareholder at the address of that Shareholder appearing on the books of the Company or given by the Shareholder to the Company for the purpose of notice. Notice shall be deemed to have been given at the time when delivered either personally or by telephone, or at the time when deposited in the mail or with a nationally recognized overnight courier, or when receipt is confirmed (including electronically) when sent by telegram, e-mail or telecopy (or similar electronic means).

          Section 5. Adjourned Meeting; Notice. Any meeting of Shareholders, whether or not a quorum is present, may be adjourned from time to time by the vote of the holders of a majority of the Shares represented at that meeting, either in person or by proxy. When any meeting of Shareholders is adjourned to another time or place, notice need not be given of the adjourned meeting, unless a new record date of the adjourned meeting is fixed or unless the adjournment is for more than sixty (60) days from the date set for the original meeting, in which case the Directors shall set a new record date and shall give notice in accordance with the provisions of Sections 3 and 4 of this Article I. At any adjourned meeting, the Company may transact any business that might have been transacted at the original meeting.

          Section 6. Quorum; Voting. At any meeting of the Shareholders, a majority in interest of the Shareholders, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of Shareholders holding a higher number of Shares is required by the LLC Agreement or applicable law. Except as otherwise required by the LLC Agreement, these Bylaws or applicable law, all matters shall be determined by a majority in interest of the Shareholders.

          Section 7. Waiver of Notice by Consent of Absent Shareholders. The transactions of a meeting of Shareholders, however called and noticed and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice if a quorum is present either in person or by proxy and if either before or after the meeting, each person entitled to vote who was not present in person or by proxy signs a written waiver of notice or a consent to a holding of the meeting or an approval of the minutes. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any meeting of Shareholders. Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting if that objection is expressly made at the beginning of the meeting.

          Section 8. Shareholder Action by Written Consent Without a Meeting. Except as provided in the LLC Agreement, any action that may be taken at any meeting of Shareholders (including any annual meeting of Shareholders) may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by a

majority in interest of the Shareholders (or Shareholders holding such higher number of Shares as is required to authorize or take such action under the terms of the LLC Agreement, these Bylaws or applicable law); provided, however, that such consent shall not be executed in the United Kingdom. Any such written consent may be executed and given by telecopy or similar electronic means. Such consents shall be filed with the Secretary of the Company and shall be maintained in the Company’s records. Every written consent shall bear the date of signature of each Shareholder who signs the consent and no written consent shall be effective to take the Company action referred to therein unless, within sixty (60) days of the date the earliest dated consent is delivered to the Company, a written consent or consents signed by holders of a sufficient number of Shares to take the subject action are properly delivered to the Company.

          Section 9. Record Date for Shareholder Notice, Voting and Giving Consents.

          (a) For purposes of determining the Shareholders entitled to vote or act at any meeting or adjournment thereof, the Directors may fix in advance a record date which shall not be greater than ninety (90) days nor fewer than ten (10) days before the date of any such meeting. If the Directors do not so fix a record date, the record date for determining Shareholders entitled to notice of or to vote at a meeting of Shareholders shall be at the close of business on the business day immediately preceding the day on which notice is given, or if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

          (b) The record date for determining Shareholders entitled to give consent to action in writing without a meeting, (i) when no prior action of the Directors has been taken, shall be the day on which the first written consent is given, or (ii) when prior action of the Directors has been taken, shall be (x) such date as determined for that purpose by the Directors, which record date shall not precede the date upon which the resolution fixing it is adopted by the Directors and shall not be more than 20 days after the date of such resolution, or (y) if no record date is fixed by the Directors the record date shall be the close of business on the day on which the Directors adopt the resolution relating to that action.

          (c) Only Shareholders of record on the record date as herein determined shall have any right to vote or to act at any meeting or give consent to any action relating to such record date, provided that no Shareholder who transfers all or part of such Shareholder’s Interest after a record date (and no transferee of such Interest) shall have the right to vote or act with respect to the transferred Interest as regards the matter for which the record date was set.

          Section 10. Proxies. Every Shareholder entitled to vote or act on any matter at a meeting of Shareholders shall have the right to do so either in person or by proxy, provided that an instrument authorizing such a proxy to act is executed by the Shareholder in writing and dated not more than eleven (11) months before the meeting, unless the instrument specifically provides for a longer period. A proxy shall be deemed executed by a Shareholder if the Shareholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the Shareholder or the Shareholder’s attorney-in-fact. A valid proxy that does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it before the vote pursuant to that proxy by a writing delivered to the Company stating that the proxy is revoked, by a subsequent proxy executed by the person who executed

the earlier proxy or by attendance at the meeting and voting in person by the person who executed the earlier proxy or (ii) written notice of the death or incapacity of the maker of that proxy is received by the Company before the vote pursuant to that proxy is counted. A proxy purporting to be executed by the person who executed that proxy or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger.

ARTICLE II
Directors and Meetings of Directors

          Section 1. Powers. The powers of the Directors shall be as provided in the LLC Agreement.

          Section 2. Number of Directors. The number of Directors shall be as provided in the LLC Agreement.

          Section 3. Vacancies. Vacancies in the authorized number of Directors may be filled as provided in the LLC Agreement.

          Section 4. Place of Meetings and Meetings by Telephone. All meetings of the Directors may be held at any place, but not in the United Kingdom, that has been designated from time to time by resolution of the Directors. In the absence of such a designation, regular meetings shall be held at the principal place of business of the Company. Any meeting, regular or special, may be held by conference telephone or similar communication equipment so long as all Directors participating in the meeting can hear one another and none of the Directors are participating in such meeting while present in the United Kingdom. All Directors participating by telephone or similar communication equipment shall be deemed to be present in person such meeting.

          Section 5. Regular Meetings. Regular meetings of the Directors shall be held at such times and at such places, but not in the United Kingdom, as shall be fixed by unanimous approval of the Directors. Such regular meetings may be held without notice.

          Section 6. Special Meetings. Special meetings of the Directors for any purpose or purposes may be called at any time by any Director, the Chairman or by the President; provided, however, that special meetings shall not be held in the United Kingdom. Notice of the time and place of a special meeting shall be delivered personally or by telephone to each Director and sent by first-class mail, by telegram, e-mail or telecopy (or similar electronic means) or by nationally recognized overnight courier, charges prepaid, addressed to each Director at that Director’s address as it is shown on the records of the Company. In case the notice is mailed, it shall be deposited in the United States mail at least five (5) calendar days before the time of the holding of the meeting. In case the notice is delivered personally or by telephone or by telegram, e-mail, telecopy (or similar electronic means) or overnight courier, it shall be given at least one (1) calendar day before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the Director or to a person at the office of the Director who the person giving the notice has reason to believe will

promptly communicate it to the Director. The notice need not specify the purpose of the meeting.

          Section 7. Quorum. A majority of the authorized number of Directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 9 of this Article II. Every act or decision done or made by the affirmative vote of a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Directors, except to the extent that the vote of a higher number of Directors is required by the LLC Agreement, these Bylaws or applicable law.

          Section 8. Waiver of Notice. Notice of any meeting need not be given to any Director who either before or after the meeting signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the records of the Company or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any Director who attends the meeting without protesting before or at its commencement the lack of notice to that Director.

          Section 9. Adjournment. A majority of the Directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given unless the meeting is adjourned for more than forty-eight (48) hours, in which case notice of the time and place shall be given before the time of the adjourned meeting in the manner specified in Section 6 of this Article II.

          Section 10. Action Without a Meeting. Any action to be taken by the Directors at a meeting may be taken without such meeting by the written consent of a majority of the Directors then in office (or such higher number of Directors as is required to authorize or take such action under the terms of the LLC Agreement, these Bylaws or applicable law); provided, however, that such consent shall not be executed in the United Kingdom. Any such written consent may be executed and given by telecopy or similar electronic means. Such written consents shall be filed with the minutes of the proceedings of the Directors. If any action is so taken by the Directors by the written consent of less than all of the Directors, prompt notice of the taking of such action shall be furnished to each Director who did not execute such written consent, provided that the effectiveness of such action shall not be impaired by any delay or failure to furnish such notice.

          Section 11. Delegation of Power; Committees. Any Director may, by power of attorney, delegate his power for a period not exceeding six (6) months at any one time to any other Director or Directors; provided that in no case shall fewer than three (3) Directors personally exercise the powers granted to the Directors, except as otherwise provided by resolution of the Directors. A Director represented by another Director pursuant to such power of attorney shall be deemed to be present for purposes of establishing a quorum and satisfying any voting requirements. The Directors may, by resolution, delegate, any or all of their powers and duties granted hereunder or under the LLC Agreement to one or more committees of the Directors, each consisting of one or more Directors, or to one or more officers, employees or agents, including without limitation Shareholders, and to the extent any such powers or duties are so delegated, action by the delegate or delegates shall be deemed for all purposes to be action by

the Directors. All such delegates shall serve at the pleasure of the Directors. To the extent applicable, notice shall be given to, and action may be taken by, any delegate of the Directors as herein provided with respect to notice to, and action by, the Directors.

ARTICLE III
Officers

          Section 1. Officers. The officers of the Company shall be a Chairman, a President, one or more Vice Presidents, a Secretary and a Treasurer. The Company may also have, at the discretion of the Directors, such other officers as may be appointed in accordance with the provisions of Section 3 of this Article III. Any number of offices may be held by the same person. Each of the officers of the Company may but need not be a Director.

          Section 2. Election of Officers. Subject to any provisions of the LLC Agreement applicable to initial appointment and term of officers, the officers of the Company, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article III, shall be chosen by the Directors, and each shall serve at the pleasure of the Directors. The appointment of officers shall be considered by the Directors at their first meeting after every annual election of Directors by the Shareholders.

          Section 3. Subordinate Officers. The Directors may appoint and may empower the Chairman or the President to appoint such other officers as the business of the Company may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as the Directors (or, to the extent the power to prescribe authorities and duties of subordinate officers is delegated to him, the Chairman or the President) may from time to time determine.

          Section 4. Removal and Resignation of Officers. Any officer may be removed, with or without cause, by the Directors at any regular or special meeting of the Directors or by such officer, if any, upon whom such power of removal may be conferred by the Directors. Any officer may resign at any time by giving written notice to the Company. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and unless otherwise specified in notice of a resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a party.

          Section 5. Vacancies in Offices. A vacancy in any office because of death, resignation, removal, disqualification or other cause shall be filled in the manner prescribed in these Bylaws for regular appointment to that office. The Chairman or the President may make temporary appointments to a vacant office pending action by the Directors.

          Section 6. President. The President shall be the chief executive officer of the Company and shall, subject to the control of the Directors, have general supervision, direction and control of the business and the officers of the Company. He or she shall have the general powers and duties of management usually vested in the office of President of a corporation and shall have such other powers and duties as may be prescribed by the Directors, the LLC Agreement or these Bylaws.

          Section 7. Vice Presidents. In the absence or disability of the President, the Vice Presidents, in order of their rank as fixed by the Directors, shall perform all the duties of the President and when so acting shall have all powers of and be subject to all the restrictions upon the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Directors, the Chairman or the President or by these Bylaws.

          Section 8. Secretary. The Secretary shall keep or cause to be kept at the principal place of business of the Company or such other place as the Directors may direct a book of minutes of all meetings and actions of Directors, committees or other delegates of Directors and Shareholders with the time and place of holding, whether regular or special, and if special, how authorized, the notice given, the names of those present at Directors’ meetings or committee or other delegate meetings, the number of Shares present or represented at meetings of Shareholders and the proceedings. The Secretary shall keep or cause to be kept at the principal place of business of the Company, a register or a duplicate register showing the names of all Shareholders and their addresses, the number and classes of Shares held by each, the number and date of certificates issued for the same, if any, and the number and date of cancellation of every certificate surrendered for cancellation. The Secretary shall give or cause to be given notice of all meetings of the Shareholders and of the Directors (or committees or other delegates thereof) required to be given by these Bylaws or by applicable law and shall have such other powers and perform such other duties as may be prescribed by the Directors, the Chairman or the President or by these Bylaws.

          Section 9. Treasurer. The Treasurer shall keep and maintain or cause to be kept and maintained adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of the assets, liabilities, receipts, disbursements, gains, losses, capital and retained earnings the Company. The books of account shall at all reasonable times be open to inspection by any Director. The Treasurer shall deposit all monies and other valuables in the name and to the credit of the Company with such depositaries as may be designated by the Directors. He or she shall disburse the funds of the Company as may be ordered by the Directors, shall render to the Chairman, the President and Directors, whenever they request it, an account of all of his or her transactions as chief financial officer and of the financial condition of the Company and shall have other powers and perform such other duties as may be prescribed by the Directors, the Chairman or the President or these Bylaws.

ARTICLE IV
Records and Reports

          Section 1. Maintenance and Inspection of Shareholder Registrar. The Company shall maintain at its principal place of business a record of its Shareholders, giving the names and addresses of all Shareholders and the number and class of Shares held by each Shareholder. Subject to such reasonable standards (including standards governing what information and documents are to be furnished and at whose expense) as may be established by the Directors from time to time, each Shareholder has the right, to obtain from the Company from time to time upon reasonable demand for any purpose reasonably related to the Shareholder’s interest as a Shareholder of the Company a record of the Company’s Shareholders.

          Section 2. Maintenance and Inspection of Bylaws. The Company shall keep at its principal place of business the original or a copy of these Bylaws as amended to date, which shall be open to inspection by the Shareholders at all reasonable times during office hours.

          Section 3. Maintenance and Inspection of Other Records. The accounting books and records, minutes of proceedings of the Shareholders and the Directors and any committees or delegates of the Directors and all other information pertaining to the Company that is required to be made available to the Shareholders under the Delaware Act shall be kept at such place or places designated by the Directors or in the absence of such designation, at the principal place of business of the Company. The minutes shall be kept in written form and the accounting books and records and other information shall be kept either in written form or in any other form capable of being converted into written form. The books of account and records of the Company shall be maintained in accordance with generally accepted accounting principles consistently applied during the term of the Company, wherein all transactions, matters and things relating to the business and properties of the Company shall be currently entered. Subject to such reasonable standards (including standards governing what information and documents are to be furnished and at whose expense) as may be established by the Directors from time to time, minutes, accounting books and records and other information shall be open to inspection upon the written demand of any Shareholder at any reasonable time during usual business hours for a purpose reasonably related to the Shareholder’s interests as a Shareholder. Any such inspection may be made in person or by an agent or attorney and shall include the right to copy and make extracts. Notwithstanding the foregoing, the Directors shall have the right to keep confidential from Shareholders for such period of time as the Directors deem reasonable, any information which the Directors reasonably believe to be in the nature of trade secrets or other information the disclosure of which the Directors in good faith believe is not in the best interests of the Company or could damage the Company or its business or which the Company is required by law or by agreement with a third party to keep Confidential.

          Section 4. Inspection by Directors. Every Director shall have the right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Company for a purpose reasonably related to his position as Director. This inspection by a Director may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.

ARTICLE V
General Matters

          Section 1. Certificates. Each Shareholder shall be entitled to a Certificate signed by, or in the name of the Company by, the President or a Vice President. Any and all of the signatures on the Certificate may be by facsimile. Transfers of Interests shall be made only upon the transfer books of the Company kept at an office of the Company or transfer agents designated to transfer Interests in the Company. Except where a Certificate is issued in accordance with Section 8(c) of the LLC Agreement with respect to a lost, stolen or destroyed Certificate, an outstanding Certificate for the number of Shares to be transferred shall be surrendered for cancellation before a new Certificate is issued therefor. The issue, transfer, conversion and registration of Certificate shall be governed by such other regulations as the Directors may from time to time establish.

          Section 2. Checks, Drafts, Evidence of Indebtedness. The persons from time to time holding the position of Chairman, President, Vice President, Secretary, Treasurer or controller (if any) of the Company, acting by written instrument signed by any two of them, are hereby authorized (i) to open or close any bank account or investment account of the Company, (ii) to designate the use of any such account, (iii) to grant authority to any person or combination of persons to sign checks, by manual or facsimile signature or to issue oral, wire or written instructions for the withdrawal of funds from, or other action with respect to, any such account, (iv) to revoke the authority of any person or persons to sign checks or to issue instructions, (v) to establish a maximum amount as to which any person or combination of persons shall be authorized to sign checks or issue instructions, and (vi) to take all further actions, and to execute and deliver all such further instructions and documents, in the name and on behalf of the Company, as in their judgment shall be necessary, proper or advisable in connection with the foregoing matters. Any resolution supplied by a financial institution or investment company and approved and executed by any two of the officers designated in this Section 2 of this Article V shall be deemed resolutions duly adopted by the Board of Directors and shall be filed with the minutes of meetings of Directors.

          Section 3. Contracts and Instruments; How Executed. The Directors, except as otherwise provided in the LLC Agreement or these Bylaws, may authorize any Director(s), officer(s) or agent(s) to enter into any contract or execute any instrument in the name of and on behalf of the Company and this authority may be general or confined to specific instances; and unless so authorized or ratified by the Directors or within the agency power of an officer (or otherwise specified in the LLC Agreement or these Bylaws), no Shareholder, officer, agent, or employee shall have any power or authority to bind the Company by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

          Section 4. Representation of Shares of Other Entities Held by Company. The President or any Vice President or any other person authorized by the Directors or by any of the foregoing designated officers, is authorized to vote or represent on behalf of the Company any and all shares of any corporation, partnership, trust, limited liability company or other entities, foreign or domestic, standing in the name of the Company. The authority granted may be exercised in person or by a proxy duly executed by such designated person.

          Section 5. Seal. The Directors may approve and adopt an official Company seal, which may be altered by them at any time. Unless otherwise required by the Directors, any seal so adopted shall not be necessary to be placed on, and its absence shall not impair the validity of, any document, instrument or other paper executed and delivered by or on behalf of the Company.

          Section 6. Fiscal Year. Unless otherwise specified in the LLC Agreement, the fiscal year of the Company shall be fixed by resolution of the Board of Directors.

          Section 7. Reliance Upon Books, Reports and Records. Each Director, each Shareholder of any committee designated by the Board of Directors, and each officer of the Company shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Company and upon such information, opinions, reports or statements presented to the Company by any of its officers or employees, or

committees of the Board of Directors so designated, or by any other person as to matters which such manager or committee Shareholder reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company.

ARTICLE VI
Amendments and Incorporation by Reference into LLC Agreement

          Section 1. Amendment. These Bylaws may be restated, amended, supplemented or repealed only by unanimous vote of the Directors or unanimous vote of the Shareholders.

          Section 2. Incorporation by Reference of Bylaws into LLC Agreement. These Bylaws and any amendments thereto shall be deemed incorporated by reference in the LLC Agreement.

Dated: June 14, 2007

EX-3.17

Exhibit 3.17

ARTICLES OF INCORPORATION

0F

BROOKS ACQUISITION CORPORATION

     These Articles of Incorporation are signed by the Incorporator for the purpose of forming a profit corporation pursuant to the provisions of Act 284, Public Acts of 1972, as amended, as follows:

ARTICLE I.

     The name of the corporation is Brooks Acquisition Corporation.

ARTICLE II.

     The purpose or purposes for which the corporation is organized is to engage in any activity within the purposes for which corporations may be organized under the Business Corporation Act of Michigan.

ARTICLE III.

     The total authorized capital stock is 500,000 shares of a single class of common stock, par value $.10 per share. Each such share shall be equal to every other such share.

ARTICLE IV.

     The address of the initial registered office, which is the same as the mailing address, is 777 Brooks Avenue, Holland, Michigan 49423. The name of the initial resident agent is James E. Sanderson.

ARTICLE V.

     When a compromise or arrangement or a plan of reorganization of the corporation is proposed between the corporation and its creditors or any class of them or between the corporation and its shareholders or any class of them, a court of equity jurisdiction within the state, on application of the corporation or of a creditor or shareholder thereof, or on application of a receiver appointed for the corporation, may order a meeting of the creditors or class of creditors or of the shareholders or class of shareholders to be affected by the proposed compromise or arrangement or reorganization, to be summoned in such manner as

the court directs. If a majority in number representing 3/4 in value of the creditors, or of the shareholders or class of shareholders to be affected by the proposed compromise or arrangement or a reorganization, agree to a compromise or arrangement or a reorganization of the corporation as a consequence of the compromise or arrangement, the compromise or arrangement and the reorganization, if sanctioned by the court to which the application has been made, shall be binding on all the creditors or class of creditors, or on all the shareholders or class of shareholders and also on the corporation.

ARTICLE VI.

     A director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for a breach of fiduciary duty as a director, except for liability:

     (a) for any breach of the director’s duty of loyalty to the corporation or its shareholders;

     (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

     (c) resulting from a violation of S551(l) of the Michigan Business Corporation Act;

     (d) for any transaction from which the director derived an improper personal benefit; or

     (e) for any act or omission occurring prior to March 29, 1988. In the event the Michigan Business Corporation Act is amended after approval by the shareholders of this Article VI to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Michigan Business Corporation Act, as so amended. Any repeal, modification or adoption of any provision in these Articles of Incorporation inconsistent with this Article VI shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal, modification or adoption.

-2-

ARTICLE VII.

     The name and address of the Incorporator is as follows:

James E. Sanderson
800 NBD Building
Grand Rapids, Michigan 49503

     IN WITNESS WHEREOF, the Incorporator of the corporation has signed these Articles of Incorporation on this 29th day of March, 1988.

/s/ James E. Sanderson  

James E. Sanderson 

Incorporator 

b51
3/23/88

-3-

EX-3.18

Exhibit 3.18

C&S-551 (Rev. 1-84)

EX-3.19

Exhibit 3.19

C&S-515 (Rev. 8-86)

EX-3.20

Exhibit 3.20

PAGE 1

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF MERGER, WHICH MERGES:

     “BEVERAGE MANAGEMENT, INC.”, A MICHIGAN CORPORATION, WITH AND INTO “THE AMERICAN BOTTLING COMPANY” UNDER THE NAME OF “THE AMERICAN BOTTLING COMPANY”, A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE TWENTY-EIGHTH DAY OF MAY, A.D. 2008, AT 11:23 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF MERGER IS THE THIRTY-FIRST DAY OF MAY, A.D. 2008, AT 11:57 O’CLOCK P.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

		/s/ Harriet Smith Windsor
		Harriet Smith Windsor, Secretary of State
2880629 8100M		AUTHENTICATION:	6623224
080620551		DATE:	05-29-08

You may verify this certificate online
at corp.delaware.gov/authver.shtml.

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:21 PM 05/28/2008

FILED 11:23 PM 05/28/2008

SRV 080620551 – 2880629 FILE

CERTIFICATE OF MERGER

merging

BEVERAGE MANAGEMENT, INC.
(a Michigan corporation)

with and into

THE AMERICAN BOTTLING COMPANY
(a Delaware corporation)

(PURSUANT TO SECTION 252 OF THE
GENERAL CORPORATION LAW OF THE STATE OF DELAWARE)

May 28, 2008

THE AMERICAN BOTTLING COMPANY, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY as follows:

     FIRST: The name and state of domicile of each of the constituent corporations (collectively, the “Constituent Corporations”) is as follows:

Name	State of Domicile
Beverage Management, Inc.	Michigan
THE AMERICAN BOTTLING COMPANY	Delaware

     SECOND: An Agreement and Plan of Merger dated as of May 28, 2008 (the “Agreement and Plan of Merger”), has been approved, adopted, certified, executed and acknowledged by the Corporation and Beverage Management, Inc. in accordance with the requirements of the General Corporation Law of the State of Delaware.

     THIRD: The name of the corporation surviving the merger is “THE AMERICAN BOTTLING COMPANY”, a Delaware corporation (the “Surviving Corporation”).

     FOURTH: The Certificate of Incorporation of the Corporation shall be the Certificate of Incorporation of the Surviving Corporation.

     FIFTH: The executed Agreement and Plan of Merger is on file at an office of the Surviving Corporation, the address of which is 5301 Legacy Drive, Plano, Texas 75024.

     SIXTH: A copy of the Agreement and Plan of Merger will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of the Corporation or Beverage Management, Inc.

1

     SEVENTH: This Certificate of Merger shall be effective as of 11:57 P.M. Eastern Time on May 31, 2008.

[Signature page follows.]

2 

     IN WITNESS WHEREOF, the Corporation has caused this Certificate of Merger to be executed by its duly authorized officer as of the date first written above.

THE AMERICAN BOTTLING COMPANY
By:	/s/ William M. Nelson
	Name:	William M. Nelson
	Title:	Senior Vice President & Secretary

[Signature page to Certificate of Merger]

EX-3.21

Exhibit 3.21

PAGE 1     

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “CADBURY ADAMS FINANCING CORPORATION”, FILED IN THIS OFFICE ON THE NINETEENTH DAY OF MARCH, A.D. 2003, AT 5 O’CLOCK P.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

		/s/ Harriet Smith Windsor
		Harriet Smith Windsor, Secretary of State
3638027 8100		AUTHENTICATION:	2319143
030185414		DATE:	03-20-03

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 05:00 PM 03/19/2003

030185414 – 3638027

CERTIFICATE OF INCORPORATION

OF

CADBURY ADAMS FINANCING CORPORATION

ARTICLE I

Name

          The name of the corporation is Cadbury Adams Financing Corporation (the “Corporation”).

ARTICLE II

Registered Office and Registered Agent

          The address of the registered office of the Corporation in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle. The name of the registered agent of the Corporation at such address is Corporation Service Company.

ARTICLE III

Corporate Purpose

          The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “General Corporation Law”).

ARTICLE IV

Capital Stock

          The total number of shares of all classes of stock that the Corporation shall have authority to issue is 1,000, all of which shall be shares of Common Stock, par value $.01 per share.

ARTICLE V

Directors

          (1) Elections of directors of the Corporation need not be by written ballot, except and to the extent provided in the By-laws of the Corporation.

2

          (2) To the fullest extent permitted by the General Corporation Law as it now exists and as it may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

ARTICLE VI

Indemnification of Directors, Officers and Others

          (1) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

          (2) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

          (3) To the extent that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections (1) and (2) of this Article VI, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

3

          (4) Any indemnification under Sections (1) and (2) of this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in such Sections (I) and (2). Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (a) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (b) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (c) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (d) by the stockholders of the Corporation.

          (5) Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation authorized in this Article VI. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.

          (6) The indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any law, by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

          (7) The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of Section 145 of the General Corporation Law

          (8) For purposes of this Article VI, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VI with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

4

          (9) For purposes of this Article VI, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves service by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VI.

          (10) The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE VII

By-Laws

          The directors of the Corporation shall have the power to adopt, amend or repeal by-laws.

ARTICLE VIII

Amendment

          The Corporation reserves the right to amend, alter, change or repeal any provision of this Certificate of Incorporation, in the manner now or hereafter prescribed by law, and all rights conferred on stockholders in this Certificate of Incorporation are subject to this reservation.

5

ARTICLE IX

Incorporator

          The name and mailing address of the sole incorporator is as follows:

Name	Mailing Address
William Woo	Shearman & Sterling
	599 Lexington Avenue
	New York, NY 10022

          I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate of Incorporation, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 19^th day of March, 2003.

/s/ William Woo  

William Woo 

EX-3.22

Exhibit 3.22

PAGE 1     

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF CORRECTION OF “CADBURY ADAMS FINANCING CORPORATION”, CHANGING ITS NAME FROM “CADBURY ADAMS FINANCING CORPORATION” TO “CADBURY ADAMS FINANCE CORPORATION”, FILED IN THIS OFFICE ON THE TWENTY-FIRST DAY OF MARCH, A.D. 2003, AT 12 O’CLOCK P.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 12:00 PM 03/21/2003

030190592 – 3638027

CERTIFICATE OF CORRECTION OF
CERTIFICATE OF INCORPORATION

OF

CADBURY ADAMS FINANCING CORPORATION

It is hereby certified that:

          1. The name of the corporation (hereinafter called the “corporation”) is Cadbury Adams Financing Corporation.

          2. The Certificate of Incorporation of the corporation, which was filed by the Secretary of State of Delaware on March 19, 2003, is hereby corrected.

          3. The inaccuracy to be corrected in said instrument is as follows: The name of the corporation was incorrectly set forth in the heading and article I.

EX-3.23

Exhibit 3.23

PAGE 1     

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF CHANGE OF REGISTERED AGENT OF “CADBURY ADAMS FINANCE CORPORATION”, FILED IN THIS OFFICE ON THE TWENTY-SEVENTH DAY OF MAY, A.D. 2004, AT 3:06 O’CLOCK P.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

		/s/ Harriet Smith Windsor
		Harriet Smith Windsor, Secretary of State
3638027 8100		AUTHENTICATION:	3140392
040396254		DATE:	05-28-04

CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE

*   *   *   *   *

Cadbury Adams Finance Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware

DOES HEREBY CERTIFY:

     That the registered office of the corporation in the state of Delaware is hereby changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle.

     That the registered agent of the corporation is hereby changed to THE CORPORATION TRUST COMPANY, the business address of which is identical to the aforementioned registered office as changed.

     That the changes in the registered office and registered agent of the corporation as set forth herein were duly authorized by resolution of the Board of Directors of the corporation.

     IN WITNESS WHEREOF, the corporation has caused this Certificate to be signed by an authorized officer, this 24^th day of May, 2004.

/s/ James L. Baldwin 

James L. Baldwin, Sr. Vice President & Secretary 

(Title)     

*  Any authorized officer or the chairman or Vice-Chairman of the Board of Directors may execute this certificate.

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:13 PM 05/27/2004

FILED 03:06 PM 05/27/2004

SRV 040396254 – 3638027 FILE

EX-3.24

Exhibit 3.24

PAGE 1     

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “CADBURY ADAMS FINANCE CORPORATION”, FILED IN THIS OFFICE ON THE FOURTEENTH DAY OF FEBRUARY, A.D. 2007, AT 5:43 O’CLOCK P.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

		/s/ Harriet Smith Windsor
		Harriet Smith Windsor, Secretary of State
3638027 8100		AUTHENTICATION:	5433831
070169746		DATE:	02-14-07

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:43 PM 02/14/20

FILED 05:43 PM 02/14/2007

SRV 070169746 – 3638027 FIL

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

CADBURY ADAMS FINANCE CORPORATION

          Cadbury Adams Finance Corporation, a Delaware corporation (the “Corporation”), hereby certifies that the amendment set forth below to the Corporation’s Certificate of Incorporation was duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware:

FIRST: Article IV is amended to read in its entirety as follows:

“ARTICLE IV

Capital Stock

     The total number of shares of all classes of stock that the Corporation shall have authority to issue is 5,000, all of which shall be shares of Common Stock, par value $.01 per share.”

          IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by its duly authorized officer, on this 12^th day of February, 2007.

CADBURY ADAMS FINANCE CORPORATION
By:	/s/ James L. Baldwin
Name:		James L. Baldwin
Office:	Executive Vice President

EX-3.25

Exhibit 3.25

PAGE 1

   Delaware   

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “CADBURY ADAMS FINANCE CORPORATION”, CHANGING ITS NAME FROM “CADBURY ADAMS FINANCE CORPORATION” TO “DPS FINANCE II, INC.”, FILED IN THIS OFFICE ON THE EIGHTH DAY OF MAY, A.D. 2008, AT 3:58 O’CLOCK P.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

		/s/ Harriet Smith Windsor
		Harriet Smith Windsor, Secretary of State
3638027 8100 080522012		AUTHENTICATION: DATE:	6579591 05-09-08

You may verify this certificate online
at corp.delaware.gov/authver.shtml

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:02 PM 05/08/2008

FILED 03:58 PM 05/08/2008

SRV 080522012 – 3638027 FILE

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST: That at a meeting of the Board of Directors of CADBURY ADAMS FINANCE CORPORATION resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “ ARTICLE I ” so that, as amended, said Article shall be and read as follows:

The name of the Corporation is DPS Finance II, Inc.

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 18 day of April, 2008.

By:	/s/ James L. Baldwin Authorized Officer
Title:	Executive Vice President & Secretary
Name:	James L. Baldwin
	Print or Type

EX-3.26

Exhibit 3.26

Certificate of Assistant Secretary

     I, Wayne R. Lewis, in my capacity as Assistant Secretary of DPS Finance II, Inc., a Delaware corporation (the “Corporation”), am delivering this Certificate of Assistant Secretary to certify that the Corporation was formerly known as Cadbury Adams Finance Corporation (“Former Name”) and the Bylaws attached hereto in the Former Name continue to be the Bylaws of the Corporation.

     IN WITNESS WHEREOF, I have set my hand to this Certificate as of the 20^th day of November, 2008.

DPS FINANCE II, INC. a Delaware corporation
By:	/s/ Wayne R. Lewis
	Wayne R. Lewis
	Assistant Secretary

State of Texas	§
	§
County of Collin	§

     This instrument was acknowledged before me on this 20^th day of November 2008, by Wayne R. Lewis, Assistant Secretary of DPS Finance II, Inc., a Delaware corporation, on behalf of said corporation.

/s/ Janet L. Barrett  

Janet L. Barrett 

Notary Public in and for the State of Texas 

BY-LAWS

OF

CADBURY ADAMS FINANCE CORPORATION

ARTICLE I

Stockholders

     SECTION 1. Annual Meeting. The annual meeting of the stockholders of the Corporation shall be held on such date, at such time and at such place within or without the State of Delaware as may be designated by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may be properly brought before the meeting.

     SECTION 2. Special Meetings. Except as otherwise provided in the Certificate of Incorporation, a special meeting of the stockholders of the Corporation may be called at any time by the Board of Directors or the President. Any special meeting of the stockholders shall be held on such date, at such time and at such place within or without the State of Delaware as the Board of Directors or the officer calling the meeting may designate. At a special meeting of the stockholders, no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting unless all of the stockholders are present in person or by proxy, in which case any and all business may be transacted at the meeting even though the meeting is held without notice.

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     SECTION 3. Notice of Meetings. Except as otherwise provided in these By-Laws or by law, a written notice of each meeting of the stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder of the Corporation entitled to vote at such meeting at his or her address as it appears on the records of the Corporation. The notice shall state the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

     SECTION 4. Quorum. At any meeting of the stockholders, the holders of a majority in number of the total outstanding shares of stock of the Corporation entitled to vote at such meeting, present in person or represented by proxy, shall constitute a quorum of the stockholders for all purposes, unless the representation of a larger number of shares shall be required by law, by the Certificate of Incorporation or by these By-Laws, in which case the representation of the number of shares so required shall constitute a quorum; provided that at any meeting of the stockholders at which the holders of any class of stock of the Corporation shall be entitled to vote separately as a class, the holders of a majority in number of the total outstanding shares of such class, present in person or represented by proxy, shall constitute a quorum for purposes of such class vote unless the representation of a larger number of shares of such class shall be required by law, by the Certificate of Incorporation or by these By-Laws.

     SECTION 5. Adjourned Meetings. Whether or not a quorum shall be present in person or represented at any meeting of the stockholders, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at such meeting may adjourn from time to time; provided, however, that if the holders of

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any class of stock of the Corporation are entitled to vote separately as a class upon any matter at such meeting, any adjournment of the meeting in respect of action by such class upon such matter shall be determined by the holders of a majority of the shares of such class present in person or represented by proxy and entitled to vote at such meeting. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the stockholders, or the holder of any class of stock entitled to vote separately as a class, as the case may be, may transact any business which might have been transacted by them at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting.

     SECTION 6. Organization. The President or, in the absence of the Chairman of the Board, a Vice President shall call all meetings of the stockholders to order, and shall act as Chairman of such meetings. In the absence of the President and all of the Vice Presidents, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at such meeting shall elect a Chairman.

     The Secretary of the Corporation shall act as Secretary of all meetings of the stockholders; but in the absence of the Secretary , the Chairman may appoint any person to act as Secretary of the meeting. It shall be the duty of the Secretary to prepare and make, at least ten days before every meeting of stockholders, a complete list of stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder.

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     SECTION 7. Voting. Except as otherwise provided in the Certificate of Incorporation or by law, each stockholder shall be entitled to one vote for each share of the capital stock of the Corporation registered in the name of such stockholder upon the books of the Corporation. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. When directed by the presiding officer or upon the demand of any stockholder, the vote upon any matter before a meeting of stockholders shall be by ballot. Except as otherwise provided by law or by the Certificate of Incorporation, Directors shall be elected by a plurality of the votes cast at a meeting of stockholders by the stockholders entitled to vote in the election and, whenever any corporate action, other than the election of Directors is to be taken, it shall be authorized by a majority of the votes cast at a meeting of stockholders by the stockholders entitled to vote thereon.

     Shares of the capital stock of the Corporation belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes.

     SECTION 8. Inspectors. When required by law or directed by the presiding officer or upon the demand of any stockholder entitled to vote, but not otherwise, the polls shall be opened and closed, the proxies and ballots shall be received and taken in charge, and all questions touching the qualification of voters, the validity of proxies and the acceptance or rejection of

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votes shall be decided at any meeting of the stockholders by two or more Inspectors who may be appointed by the Board of Directors before the meeting, or if not so appointed, shall be appointed by the presiding officer at the meeting. If any person so appointed fails to appear or act, the vacancy may be filled by appointment in like manner .

     SECTION 9. Consent of Stockholders in Lieu of Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken or which may be taken at any annual or special meeting of the stockholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of any such corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE II

Board of Directors

     SECTION 1. Number and Term of Office. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors, none of whom need be stockholders of the Corporation. The number of Directors constituting the Board of Directors shall be fixed from time to time by resolution passed by a majority of the Board of Directors. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be

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elected at the annual meeting of stockholders, and shall hold office until their respective successors are elected and qualified or until their earlier resignation or removal.

     SECTION 2. Removal, Vacancies and Additional Directors. The stockholders may, at any special meeting the notice of which shall state that it is called for that purpose, remove, with or without cause, any Director and fill the vacancy; provided that whenever any Director shall have been elected by the holders of any class of stock of the Corporation voting separately as a class under the provisions of the Certificate of Incorporation, such Director may be removed and the vacancy filled only by the holders of that class of stock voting separately as a class. Vacancies caused by any such removal and not filled by the stockholders at the meeting at which such removal shall have been made, or any vacancy caused by the death or resignation of any Director or for any other reason, and any newly created directorship resulting from any increase in the authorized number of Directors, may be filled by the affirmative vote of a majority of the Directors then in office, although less than a quorum, and any Director so elected to fill any such vacancy or newly created directorship shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.

     When one or more Directors shall resign effective at a future date, a majority of the Directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office as herein provided in connection with the filling of other vacancies.

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     SECTION 3. Place of Meeting. The Board of Directors may hold its meetings in such place or places in the State of Delaware or outside the State of Delaware as the Board from time to time shall determine.

     SECTION 4. Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as the Board from time to time by resolution shall determine. No notice shall be required for any regular meeting of the Board of Directors; but a copy of every resolution fixing or changing the time or place of regular meetings shall be mailed to every Director at least five days before the first meeting held in pursuance thereof.

     SECTION 5. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by direction of the President or by any two of the Directors then in office.

     Notice of the day, hour and place of holding of each special meeting shall be given by mailing the same at least two days before the meeting or by causing the same to be transmitted by facsimile, telegram or telephone at least one day before the meeting to each Director. Unless otherwise indicated in the notice thereof, any and all business other than an amendment of these By-Laws may be transacted at any special meeting, and an amendment of these By-Laws may be acted upon if the notice of the meeting shall have stated that the amendment of these By-Laws is one of the purposes of the meeting. At any meeting at which every Director shall be present, even though without any notice, any business may be transacted, including the amendment of these By-Laws.

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     SECTION 6. Quorum. Subject to the provisions of Section 2 of this Article II, a majority of the members of the Board of Directors in office shall constitute a quorum for the transaction of business and the vote of the majority of the Directors present at any meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors. If at any meeting of the Board there is less than a quorum present, a majority of those present may adjourn the meeting from time to time.

     SECTION 7. Organization. The President shall preside at all meetings of the Board of Directors. In the absence of the President, a Chairman shall be elected from the Directors present. The Secretary of the Corporation shall act as Secretary of all meetings of the Directors; but in the absence of the Secretary , the Chairman may appoint any person to act as Secretary of the meeting.

     SECTION 8. Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the Directors of the Corporation. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and

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authority of the Board of Directors in the management of the business and the affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to approving or adopting, or recommending to the stockholders, any action or matter expressly required by law to be submitted to stockholders for approval, or adopting, amending or repealing these By-laws.

     SECTION 9. Conference Telephone Meetings. Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, the members of the Board of Directors or any committee designated by the Board, may participate in a meeting of the Board or such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

     SECTION 10. Consent of Directors or Committee in Lieu of Meeting. Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing and the writing or writings are filed with the minutes of proceedings of the Board or committee, as the case may be.

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ARTICLE III

Officers

     SECTION 1. Officers. The officers of the Corporation shall be the Chairman, a President, one or more Vice Presidents, a Secretary and a Treasurer, and such additional officers, if any, as shall be elected by the Board of Directors pursuant to the provisions of Section 6 of this Article III. The Chairman, President, one or more Vice Presidents, the Secretary and the Treasurer shall be elected by the Board of Directors at its first meeting after each annual meeting of the stockholders. The failure to hold such election shall not of itself terminate the term of office of any officer. All officers shall hold office at the pleasure of the Board of Directors. Any officer may resign at any time upon written notice to the Corporation. Officers may, but need not, be Directors. Any number of offices may be held by the same person.

     All officers, agents and employees shall be subject to removal, with or without cause, at any time by the Board of Directors. The removal of an officer without cause shall be without prejudice to his or her contract rights, if any. The election or appointment of an officer shall not of itself create contract rights. All agents and employees other than officers elected by the Board of Directors shall also be subject to removal, with or without cause, at any time by the officers appointing them.

     Any vacancy caused by the death, resignation or removal of any officer, or otherwise, may be filled by the Board of Directors, and any officer so elected shall hold office at the pleasure of the Board of Directors.

     In addition to the powers and duties of the officers of the Corporation as set forth in these By-Laws, the officers shall have such authority and shall perform such duties as from time to time may be determined by the Board of Directors.

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     SECTION 2. The Chairman. The Chairman shall have the power to call special meetings of Stockholders, to call special meetings of the Board and, if present, to preside at all meetings of Stockholders and all meetings of the Board. The Chairman shall perform all duties incident to the Office of Chairman of the Board and all such other duties as may be from time to time assigned to him by the Board or these By-Laws.

     SECTION 3. Powers and Duties of the President. The President shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall have general charge and control of all its business and affairs and shall have all powers and shall perform all duties incident to the office of President. The President shall preside at all meetings of the stockholders and at all meetings of the Board of Directors and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors.

     SECTION 4. Powers and Duties of the Vice Presidents. Each Vice President shall have all powers and shall perform all duties incident to the office of Vice President and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

     SECTION 5. Powers and Duties of the Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the stockholders in books provided for that purpose. The Secretary shall attend to the giving or serving of all notices of the Corporation; shall have custody of the corporate seal of the

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Corporation and shall affix the same to such documents and other papers as the Board of Directors or the President shall authorize and direct; shall have charge of the stock certificate books, transfer books and stock ledgers and such other books and papers as the Board of Directors or the President shall direct, all of which shall at all reasonable times be open to the examination of any Director, upon application, at the office of the Corporation during business hours. The Secretary shall have all powers and shall perform all duties incident to the office of Secretary and shall also have such other powers and shall perfofll1 such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

     SECTION 6. Powers and Duties of the Treasurer. The Treasurer shall have custody of, and when proper shall payout, disburse or otherwise dispose of, all funds and securities of the Corporation. The Treasurer may endorse on behalf of the Corporation for collection checks, notes and other obligations and shall deposit the same to the credit of the Corporation in such bank or banks or depositary or depositaries as the Board of Directors may designate; shall sign all receipts and vouchers for payments made to the Corporation; shall enter or cause to be entered regularly in the books of the Corporation kept for the purpose full and accurate accounts of all moneys received or paid or otherwise disposed of and whenever required by the Board of Directors or the President shall render statements of such accounts. The Treasurer shall, at all reasonable times, exhibit the books and accounts to any Director of the Corporation upon application at the office of the Corporation during business hours; and shall have all powers and shall perform all duties incident of the office of Treasurer and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

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     SECTION 7. Additional Officers. The Board of Directors may from time to time elect such other officers (who may but need not be Directors), including a Controller, Assistant Treasurers, Assistant Secretaries and Assistant Controllers, as the Board may deem advisable and such officers shall have such authority and shall perform such duties as may from time to time be assigned by the Board of Directors or the President.

     The Board of Directors may from time to time by resolution delegate to any Assistant Treasurer or Assistant Treasurers any of the powers or duties herein assigned to the Treasurer; and may similarly delegate to any Assistant Secretary or Assistant Secretaries any of the powers or duties herein assigned to the Secretary.

     SECTION 8. Voting Upon Stocks. Unless otherwise ordered by the Board of Directors, the President or any Vice President shall have full power and authority on behalf of the Corporation to attend and to act and to vote, or in the name of the Corporation to execute proxies to vote, at any meeting of stockholders of any corporation in which the Corporation may hold stock, and at any such meeting shall possess and may exercise, in person or by proxy, any and all rights, powers and privileges incident to the ownership of such stock. The Board of Directors may from time to time, by resolution, confer like powers upon any other person or persons.

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ARTICLE IV

Stock-Seal-Fiscal Year

     SECTION I. Certificates For Shares of Stock. The certificates for shares of stock of the Corporation shall be in such form, not inconsistent with the Certificate of Incorporation, as shall be approved by the Board of Directors. All certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and shall not be valid unless so signed.

     In case any officer or officers who shall have signed any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates had not ceased to be such officer or officers of the Corporation.

     All certificates for shares of stock shall be consecutively numbered as the same are issued. The name of the person owning the shares represented thereby with the number of such shares and the date of issue thereof shall be entered on the books of the Corporation.

     Except as hereinafter provided, all certificates surrendered to the Corporation for transfer shall be cancelled, and no new certificates shall be issued until former certificates for the same number of shares have been surrendered and cancelled.

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     SECTION 2. Lost, Stolen or Destroyed Certificates. Whenever a person owning a certificate for shares of stock of the Corporation alleges that it has been lost, stolen or destroyed, he or she shall file in the office of the Corporation an affidavit setting forth, to the best of his or her knowledge and belief, the time, place and circumstances of the loss, theft or destruction, and, if required by the Board of Directors, a bond of indemnity or other indemnification sufficient in the opinion of the Board of Directors to indemnify the Corporation and its agents against any claim that may be made against it or them on account of the alleged loss, theft or destruction of any such certificate or the issuance of a new certificate in replacement therefor. Thereupon the Corporation may cause to be issued to such person a new certificate in replacement for the certificate alleged to have been lost, stolen or destroyed. Upon the stub of every new certificate so issued shall be noted the fact of such issue and the number, date and the name of the registered owner of the lost, stolen or destroyed certificate in lieu of which the new certificate is issued.

     SECTION 3 .Transfer of Shares. Shares of stock of the Corporation shall be transferred on the books of the Corporation by the holder thereof, in person or by his or her attorney duly authorized in writing, upon surrender and cancellation of certificates for the number of shares of stock to be transferred, except as provided in Section 2 of this Article IV.

     SECTION 4. Regulations. The Board of Directors shall have power and authority to make such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

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     SECTION 5. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, as the case may be, the Board of Directors may fix, in advance, a record date, which shall not be (i) more than sixty (60) nor less than ten (10) days before the date of such meeting, or (ii) in the case of corporate action to be taken by consent in writing without a meeting, prior to, or more than ten (10) days after, the date upon which the resolution fixing the record date is adopted by the Board of Directors, or (iii) more than sixty (60) days prior to any other action.

     If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary , shall be the day on which the first written consent is delivered to the Corporation; and the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

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     SECTION 6. Dividends. Subject to the provisions of the Certificate of Incorporation, the Board of Directors shall have power to declare and pay dividends upon shares of stock of the Corporation, but only out of funds available for the payment of dividends as provided by law.

     Subject to the provisions of the Certificate of Incorporation, any dividends declared upon the stock of the Corporation shall be payable on such date or dates as the Board of Directors shall determine. If the date fixed for the payment of any dividend shall in any year fall upon a legal holiday, then the dividend payable on such date shall be paid on the next day not a legal holiday.

     SECTION 7. Corporate Seal. The Board of Directors shall provide a suitable seal, containing the name of the Corporation, which seal shall be kept in the custody of the Secretary . A duplicate of the seal may be kept and be used by any officer of the Corporation designated by the Board of Directors or the President.

     SECTION 8. Fiscal Year. The fiscal year of the Corporation shall be such fiscal year as the Board of Directors from time to time by resolution shall determine.

ARTICLE V

Indemnification and Insurance

     SECTION 1. Indemnification.

     (a) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the

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Corporation) by reason of the fact that he is or was a director officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

     (b) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit

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was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

     (c) To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in this Article V, Section 1 (a) and (b) of these By-Laws, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

     (d) Any indemnification under this Article V, Section 1 (a) and (b) of these By-laws (unless ordered by the court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Article V, Section 1 (a) and (b) of these By-Laws. Such determination shall be made (i) by the Board by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders of the Corporation.

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     (e) Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation pursuant to this Article V. Such expenses (including attorneys’ fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board deems appropriate.

     (f) The indemnification and advancement of expenses provided by, or granted pursuant to, other Sections of this Article V shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any law, by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office.

     (g) For purposes of this Article V, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article IX with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

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     (h) For purposes of this Article V, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves service by, such director, officer, employee or agent with respect to any employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the best interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article V.

     (i) The indemnification and advancement of expenses provided by, or granted pursuant to, this Article V shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

     SECTION 2. Insurance for Indemnification. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of Section 145 of the General Corporation Law.

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ARTICLE VI

Miscellaneous Provisions

     SECTION 1. Checks, Notes, Etc. All checks, drafts, bills of exchange, acceptances, notes or other obligations or orders for the payment of money shall be signed and, if so required by the Board of Directors, countersigned by such officers of the Corporation and/or other persons as the Board of Directors from time to time shall designate.

     Checks, drafts, bills of exchange, acceptances, notes, obligations and orders for the payment of money made payable to the Corporation may be endorsed for deposit to the credit of the Corporation with a duly authorized depository by the Treasurer and/or such other officers or persons as the Board of Directors from time to time may designate.

     SECTION 2. Loans. No loans and no renewals of any loans shall be contracted on behalf of the Corporation except as authorized by the Board of Directors. When authorized to do so, any officer or agent of the Corporation may effect loans and advances for the Corporation from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences of indebtedness of the Corporation. When authorized so to do, any officer or agent of the Corporation may pledge, hypothecate or transfer, as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, any and all stocks, securities and other personal property at any time held by the Corporation, and to that end may endorse, assign and deliver the same. Such authority may be general or confined to specific instances.

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     SECTION 3. Contracts. Except as otherwise provided in these By-Laws or by law or as otherwise directed by the Board of Directors, the President or any Vice President shall be authorized to execute and deliver, in the name and on behalf of the Corporation, all agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and the seal of the Corporation, if appropriate, shall be affixed thereto by any of such officers or the Secretary or an Assistant Secretary .The Board of Directors, the President or any Vice President designated by the Board of Directors may authorize any other officer, employee or agent to execute and deliver, in the name and on behalf of the Corporation, agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and, if appropriate, to affix the seal of the Corporation thereto. The grant of such authority by the Board or any such officer may be general or confined to specific instances.

     SECTION 4. Waivers of Notice. Whenever any notice whatever is required to be given by law, by the Certificate of Incorporation or by these By-Laws to any person or persons, a waiver thereof in writing, signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

     SECTION 5. Offices Outside of Delaware. Except as otherwise required by the laws of the State of Delaware, the Corporation may have an office or offices and keep its books, documents and papers outside of the State of Delaware at such place or places as from time to time may be determined by the Board of Directors or the President.

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ARTICLE VII

Amendments

     These By-Laws and any amendment thereof may be altered, amended or repealed, or new By-Laws may be adopted, by the Board of Directors at any regular or special meeting by the affirmative vote of a majority of all of the members of the Board, provided in the case of any special meeting at which all of the members of the Board are not present, that the notice of such meeting shall have stated that the amendment of these By-Laws was one of the purposes of the meeting; but these By-Laws and any amendment thereof may be altered, amended or repealed or new By-Laws may be adopted by the holders of a majority of the total outstanding stock of the Corporation entitled to vote at any annual meeting or at any special meeting, provided, in the case of any special meeting, that notice of such proposed alteration, amendment, repeal or adoption is included in the notice of the meeting.

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EX-3.27

Exhibit 3.27

Office of Secretary of State

     I, MICHAEL RATCHFORD, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “CADBURY BEVERAGES DELAWARE INC.” FILED IN THIS OFFICE ON THE SEVENTH DAY OF APRIL, A.D. 1992, AT 2:45 O’CLOCK P.M.

* * * * * * * * * *

	/s/ Michael Ratchford Michael Ratchford, Secretary of State
	AUTHENTICATION:	* 5409084
722098137	DATE:	04/08/1992

CERTIFICATE OF INCORPORATION

OF

CADBURY BEVERAGES DELAWARE INC.

          The undersigned, a natural person, for the purpose of organizing a corporation under the General Corporation Law of the State of Delaware, hereby certifies that:

          FIRST: The name of the corporation (hereinafter called the “Corporation”) is CADBURY BEVERAGES DELAWARE INC.

          SECOND: The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle. The name of the registered agent, at such address is The Corporation Trust Company.

          THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

          FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is one thousand (1,000) shares of Common Stock, $.01 par value per share.

          FIFTH: The name and the mailing address of the incorporator are as follows:

Name	Mailing Address
Michael T. Voytek	c/o Lord Day & Lord,    Barrett Smith 1675 Broadway New York, NY 10019

          SIXTH: The Board of Directors is expressly authorized to adopt, amend or repeal By-Laws, subject to the reserved power of the stockholders to amend and repeal any By-Laws adopted by the Board of Directors.

          SEVENTH: Unless and except to the extent that the By-Laws shall so require, the election of directors of the Corporation need not be by written ballot.

          EIGHTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any

class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable the jurisdiction within the State of Delaware may, on application in a summary way of this Corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this Corporation under Section 291 of Title 8 of the Delaware Code or on the application of Trustees in dissolution or of any receiver or receivers appointed for this Corporation under Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

          NINTH: Each person who at any time is or, was an officer or director of the Corporation, and is or was threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was an officer or director of the Corporation, or is or was serving at the request of the Corporation as an officer or director of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any such action, suit or proceeding to the full extent permitted by Section 145 of the General Corporation Law of the State of Delaware. The foregoing right of indemnification shall in no way be deemed exclusive of any other rights of indemnification to which such officer or director may be entitled under any By-Law, agreement, vote of stockholders or disinterested directors or otherwise.

          TENTH: No person who is or was a director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director unless, and only to the extent that such director is liable (i) for any breach of the director’s duty

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of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware or any amendment thereto or successor provision thereto, or (iv) for any transaction from which the director derived an improper personal benefit. This article shall not eliminate or limit the liability of a director for any act or omission occurring prior to the date when this article becomes effective. No amendment to, repeal or adoption of any provision of the certificate of incorporation inconsistent with this article shall apply to or have any effect on the liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment, repeal, or adoption of an inconsistent provision.

          ELEVENTH: Any and all right, title, interest and claim in or to any dividends declared by the Corporation, whether in cash, stock or otherwise, which are unclaimed by the stockholder entitled thereto for a period of six (6) years after the close of business on the payment date, shall be and be deemed to be extinguished and abandoned, and such unclaimed dividends in the possession of the Corporation, its transfer agents or other agents or depositaries, shall at such time become the absolute property of the Corporation, free and clear of any and all claims of any persons whatsoever.

          THE UNDERSIGNED, for the purposes of forming a Corporation under the laws of the State of Delaware, does hereby make and execute this Certificate, and affirm and acknowledge, under penalties of perjury that the facts herein stated are true, and I have accordingly set my hand hereto this 6th day of April, 1992.

/s/ Michael T. Voytek Michael T. Voytek

Sole Incorporator

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EX-3.28

Exhibit 3.28

PAGE 1

    Delaware    

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “CADBURY BEVERAGES DELAWARE INC.”, FILED IN THIS OFFICE ON THE THIRTY-FIRST DAY OF JULY, A.D. 2007, AT 7:39 O’CLOCK P.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

		/s/ Harriet Smith Windsor
		Harriet Smith Windsor, Secretary of State
2293734   8100		AUTHENTICATION:	5891192
070875795		DATE:	08-01-07

State of Delaware
Secretary of State
Division of Corporations
Delivered 07:44 PM 07/31/2007
FILED 07:39 PM 07/31/2007
SRV 070875795 – 2293734 FILE

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

CADBURY BEVERAGES DELAWARE INC.

          Cadbury Beverages Delaware Inc., a Delaware corporation (the “Corporation”), hereby certifies that the amendment set forth below to the Corporation’s Certificate of Incorporation was duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware:

FIRST: The Article numbered “4” of the Certificate of Incorporation is amended to read in its entirety as follows:

          “4. The total number of shares of stock which the corporation shall have authority to issue is two hundred (200), all of which shall be shares of common stock, par value $0.01 per share.”

          IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by its duly authorized officer, on this 31st day of July, 2007.

CADBURY BEVERAGES DELAWARE INC.
By:	/s/ Lisa M. Longo
Name: Lisa M. Longo
Office: Vice President

EX-3.29

Exhibit 3.29

PAGE 1

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “CADBURY BEVERAGES DELAWARE INC.”, CHANGING ITS NAME FROM “CADBURY BEVERAGES DELAWARE INC.” TO “BEVERAGES DELAWARE INC.”, FILED IN THIS OFFICE ON THE EIGHTH DAY OF MAY, A.D. 2008, AT 11:37 O’CLOCK A.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

		/s/ Harriet Smith Windsor
		Harriet Smith Windsor, Secretary of State
2293734   8100		AUTHENTICATION:	6577648
080519215		DATE:	05-08-08

You may verify this certificate online
at corp.delaware.gov/authver.shtml

State of Delaware
Secretary of State
Division of Corporations
Delivered 12:55 PM 05/08/2008
FILED 11:37 AM 05/08/2008
SRV 080519215 – 2293734 FILE

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION

*****

     CADBURY BEVERAGES DELAWARE INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

     FIRST: That the Board of Directors of said corporation, in lieu of a meeting and by unanimous written consent of its members, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of CADBURY BEVERAGES DELAWARE INC. be amended by changing the First Article thereof so that, as amended, said Article shall be and read as follows:

“The name of the Corporation is Beverages Delaware Inc.”

     SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

     THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

     FOURTH: That this Certificate of Amendment of the Certificate of Incorporation shall be effective on May 8, 2008.

   IN WITNESS WHEREOF, said corporation has caused this certificate to be signed by James L. Baldwin, its Executive Vice President and Secretary this 18^th day of April, 2008.

By /s/ James L. Baldwin   James L. Baldwin
Executive Vice President & Secretary

EX-3.30

Exhibit 3.30

Certificate of Assistant Secretary

     I, Wayne R. Lewis, in my capacity as Assistant Secretary of Beverages Delaware Inc., a Delaware corporation (the “Corporation”), am delivering this Certificate of Assistant Secretary to certify that the Corporation was formerly known as Cadbury Beverages Delaware, Inc. (“Former Name”) and the Bylaws attached hereto in the Former Name continue to be the Bylaws of the Corporation.

     IN WITNESS WHEREOF, I have set my hand to this Certificate as of the 18^th day of November, 2008.

BEVERAGES DELAWARE INC. a Delaware corporation
By:	/s/ Wayne R. Lewis
	Wayne R. Lewis
	Assistant Secretary

State of Texas	§
	§
County of Collin	§

     This instrument was acknowledged before me on this 18^th day of November 2008, by Wayne R. Lewis, Assistant Secretary of Beverages Delaware Inc., a Delaware corporation, on behalf of said corporation.

/s/ Janet L. Barrett  

Janet L. Barrett 

Notary Public in and for the State of Texas 

BY-LAWS

OF

CADBURY BEVERAGES DELAWARE INC.

ARTICLE I

Offices

          SECTION 1. Registered office. The registered office of the Corporation shall be located in Wilmington, Delaware.

          SECTION 2. Other Offices. The Corporation may also have offices at such other places as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

Meetings of Stockholders

          SECTION 1. Annual Meetings. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held at such date and time, within or without the State of Delaware, as the Board of Directors shall determine.

          SECTION 2. Special Meetings. Special meetings of stockholders for the transaction of such business as may

properly come before the meeting may be called by order of the Board of Directors, the Executive Committee or by stockholders holding together at least a majority of all the shares of the Corporation entitled to vote at the meeting, and shall be held at such date and time, within or without the State of Delaware, as may be specified by such order.

          SECTION 3. Notice. Written notice of all meetings of stockholders shall be given to each stockholder of record who is entitled to vote at such meetings, stating the place, date, and time of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Except as otherwise provided by law, a copy of the notice of any meeting shall be given, personally or by mail, not less than ten days nor more than sixty days before the date of the meeting, and directed to each stockholder of record at his record address. Notice by mail shall be deemed to be given when deposited, with postage thereon prepaid, in the United States mails. If a meeting is adjourned to another time, not more than thirty days thereafter, and/or to another place, and if an announcement of the adjourned time and/or place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting unless, after adjournment, a new record date is fixed for the adjourned meeting.

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          SECTION 4. Stockholder List. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders, arranged in alphabetical order, and showing the address of each Stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city or other municipality or community where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be Introduced and kept at the time and place where the meeting is to be held and during the whole time of the meeting, and may be inspected by any stockholder who is present.

          SECTION 5. Proxy Representation. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder granting such proxy or by his attorney-in-fact. No proxy shall be voted or acted upon

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after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in Law to support an irrevocable power.

          SECTION 6. Quorum; Adjournments. Except as otherwise provided by law, a quorum for the transaction of business at any meeting of stockholders shall consist of the holders of record of a majority of the shares of the capital stock of the Corporation, issued and outstanding, entitled to vote at the meeting, present in person or by proxy. In the absence of a quorum at any meeting or any adjournment thereof, the holders of record of a majority of the shares present in person or by proxy and entitled to vote at such meeting may adjourn such meeting from time to time. At any such adjourned meeting at which a quorum is present any business may be transacted which might have been transacted at the meeting as originally called.

          SECTION 7. Conduct of Meeting. Meetings of stockholders shall be presided over by the Chairman of the Board, the President, a Vice President, or, if none of the foregoing is present, by a chairman to be chosen by the stockholders entitled to vote who are present in person or by proxy at the meeting. The Secretary of the Corporation shall act as secretary of every meeting, but if the Secretary is

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not present, the presiding officer of the meeting shall appoint any person present to act as secretary of the meeting.

          SECTION 8. Voting. At each meeting of stockholders, each stockholder entitled to vote any shares on any matter to be voted upon at such meeting shall be entitled to one vote on such matter for each such share. In the election of directors, a plurality of the votes cast shall elect. Any other action shall be authorized by a majority of the votes cast, except as otherwise provided by law. Voting by ballot shall not be required for the election of directors or any other corporate action, except as otherwise provided by law.

          SECTION 9. Written Consent of Shareholders Without a Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having no less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

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Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

Directors

          SECTION 1. Functions and Definition. The business and affairs of the Corporation shall be managed by, or under the direction of, the Board of Directors. The use of the Phrase “whole Board” herein refers to the total number of directors which the Corporation would have if there were no vacancies.

          SECTION 2. Qualifications and Number. A director need not be a stockholder, a citizen of the United States, or a resident of the State of Delaware. The number of directors Constituting the whole Board may be fixed from time to time by action of The Board of Directors, and until so fixed, shall be 3.

          SECTION 3. Election and Term. The initial Board of Directors shall be elected by the Incorporator and shall hold office until the first annual meeting of stockholders or until their successors are elected and qualified or until their earlier resignation or removal. Thereafter, directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies

- 6 -

and newly created directorships, shall hold office until the next annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal.

          SECTION 4. Annual Meeting. Following each annual election of directors, the newly elected Board shall meet for the purpose of the election of officers and the transaction of such other business as may properly come before the meeting.

          SECTION 5. Regular Meetings. Regular meetings of the Board of Directors shall be held at such time and place is the Board of Directors shall from time to time by resolution determine.

          SECTION 6. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the direction of the President or by a majority of the directors then in office.

          SECTION 7. Place. Meetings of the Board of Directors may be held at any place within or without the State of Delaware.

          SECTION 8. Notice. A notice of the place, date and time and the purpose or purposes of each meeting of the Board of Directors shall be given to each director by mailing the same at least two days before the meeting, or by telegraphing, telexing or telephoning the same or by

- 7 -

delivering the same personally not later than the day before the meeting, at the residence address of each director or at his usual place of business.

          SECTION 9. Quorum. Except as otherwise provided by law, 1/2 of the whole Board shall constitute a quorum. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting from time to time to another time and place without notice. The vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

          SECTION 10. Organization. At all meetings of the Board of Directors, the Chairman of the Board, or in his absence the President or a chairman chosen by the directors shall preside. The Secretary of the Corporation shall act as secretary at all meetings of the Board of Directors when present, and, in his absence, the presiding officer may appoint any person to act as secretary.

          SECTION 11. Resignation and Removal of Directors. Any director may resign at any time, and such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the resignation. Any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares of stock outstanding and entitled to vote for the election of directors.

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          SECTION 12. Vacancies. Unless otherwise provided in the Certificate of Incorporation or in these By-Laws, vacancies among the directors, whether caused by resignation, death, disqualification, removal, an increase in the authorized number of directors or otherwise, may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

          SECTION 13. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors or a committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee.

          SECTION 14. Telephone, etc. Meetings. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or committee, by means of conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

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ARTICLE IV

Committees

          SECTION 1. Executive Committee. The Board of Directors, by a resolution passed by a vote of a majority of the whole Board, may appoint an Executive Committee of two or more directors which, except as otherwise provided by the Board of Directors, shall have and exercise all the powers of the Board of Directors in the management of the property, business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; provided, however, that the Executive Committee shall not have any power or authority to declare dividends, issue stock, recommend to the stockholders any action requiring their approval, change the membership of any committee at any time, fill vacancies on the Board or on any committee thereof, discharge any committee either with or without cause at any time, elect officers or amend or repeal the By-Laws of the Corporation. The Board of Directors shall appoint the Chairman of the Executive Committee and may designate one or more directors as alternate members of the Executive Committee, who may replace any absent or disqualified member at any meeting of the Executive Committee. Vacancies on the Executive Committee shall be filled by the Board of Directors in the same manner as original appointments to such Committee.

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          SECTION 2. Other Committees. From time to time the Board of Directors by a resolution adopted by a majority of the whole Board may appoint any other committee or committees for any purpose or purposes, to the extent lawful, which shall have such powers as shall be determined and specified by the Board of Directors in the resolution of appointment.

          SECTION 3. Procedures Applicable to All Committees. Each committee shall fix its own rules of procedure, and shall meet where and as provided by such rules or by resolution of the Board of Directors. The presence of a majority of the then appointed members of a committee shall constitute a quorum for the transaction of business by that committee, and in every case where a quorum is present the affirmative vote of a majority of the members of the committee present shall be the act of the committee. Each committee shall keep minutes of its proceedings, and any action taken by a committee shall be reported to the Board of Directors at its meeting next succeeding such action.

          SECTION 4. Termination of Committee Membership. In the event any person shall cease to be a director of the Corporation, such person shall simultaneously therewith cease to be a member of any committee appointed by the Board of Directors.

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ARTICLE V

Officers

          SECTION 1. Executive Officers. The executive officers of the Corporation shall be a Chairman of the Board, a President, one or more Vice Presidents, a Treasurer, and a Secretary, all of whom shall be elected annually by the Board of Directors. Unless otherwise provided in the resolution of election, each officer shall hold office until the next annual election of directors and until his successor shall have been qualified or until his earlier resignation or removal. Any two of such offices may be held by the same person.

          SECTION 2. Other Officers. The Board of Directors may appoint such other officers and agents as it may deem necessary or advisable, for such term as the Board of Directors shall fix in such appointment, who shall have such authority and perform such duties as may from time to time be prescribed by the Board.

          SECTION 3. Resignation and Removal. Any officer may resign his office at any time and such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the resignation. All officers, agents and employees of the Corporation shall be subject to removal, with or without cause, at any time by the affirmative vote of a majority of the whole Board. The

- 12 -

power to remove agents and employees, other than officers or agents elected or appointed by the Board of Directors, may be delegated as the Board of Directors shall determine.

          SECTION 4. Chairman of the Board. The Chairman of the Board shall have the responsibility of guiding the Board of Directors in effectively discharging its responsibilities, including, but not limited to, providing for the execution of the Corporation’s objectives; safeguarding and furthering shareholders’ interests; and appraising the adequacy of overall results as reported by the President. He shall see that all orders and resolutions of the Board of Directors are carried into effect and shall from time to time report to the Board of Directors on matters within his knowledge which the interests of the Corporation may require to be brought to the attention of the Board of Directors.

          SECTION 5. President. The President shall be the chief executive officer of the Corporation and shall have the general powers and duties of supervision and management of the Corporation, subject, however, to the control of the Board of Directors. The President shall also perform all duties incident to the office of President and such other duties as may from time to time be assigned to him by the Board of Directors.

          SECTION 6. Vice President. A Vice President shall perform such duties and shall have such authority as from

- 13 -

time to time may be assigned to him by the Board of Directors or the President.

          SECTION 7. The Treasurer. Subject to the direction of the Board of Directors, the Treasurer shall have the general care and custody of all the funds and securities of the Corporation which may come into his hands and shall deposit the same to the credit of the Corporation in such bank or banks or depositaries as from time to time may be designated by the Board of Directors, and shall pay out and dispose of the same under the direction of the Board of Directors. The Treasurer shall in general perform all duties incident to the position of Treasurer and such other duties as may be assigned to him by the Board of Directors or the President.

          SECTION 8. The Secretary. The Secretary shall keep the minutes of all proceedings of the Board of Directors and the minutes of all meetings of the stockholders and also, unless otherwise directed by such committee, the minutes of each committee, in books provided for that purpose, of which he shall be the custodian; he shall attend to the giving and serving of all notices for the Corporation; he shall have charge of the seal of the Corporation, of the stock certificate books and such other books and papers as the Board of Directors may direct; and he shall in general perform all the duties incident to the office of Secretary

- 14 -

and such other duties as may be assigned to him by the Board of Directors or the President.

          SECTION 9. Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors, and none of such officers shall be prevented from receiving a salary by reason of the fact that he is also a director of the Corporation.

ARTICLE VI

Stock

          SECTION 1. Form and Execution of Certificates. The certificates of shares of stock of the Corporation shall be in such form as shall be approved by the Board of Directors. The certificates shall be signed by the President or a Vice President and the Treasurer or the Secretary, and shall be sealed with the seal of the Corporation. In case any officer who has signed such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of its issue.

          The Corporation may issue a new certificate of stock in place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Board of Directors may require the owner of any lost, stolen, or destroyed certificate, or his legal representative, to give

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the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft, or destruction of any such certificate or the issuance of any such new certificate.

          SECTION 2. Stock Transfers. Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, transfers or registration of transfers of shares of stock of the Corporation shall be made only on the stock ledger of the Corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation and on surrender of the certificate or certificates for such shares of stock properly endorsed and the payment of all taxes due thereon.

          SECTION 3. Record Date for Stockholders. For the purpose of determining the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent or dissent from any corporate action in writing without a meeting, or for the purpose of determining the stockholders entitled to receive payment of any dividend or other distribution or the allotment of any rights, or entitled to exercise any rights in respect of any change, conversion, or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix,

- 16 -

in advance, a date as the record date for any such determination of stockholders, which shall not be more than sixty days nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action.

ARTICLE VII

Waiver of Notice

          Any person may waive any notice required to be given by law, in the Certificate of Incorporation or under these By-Laws (i) by attendance in person, or by proxy if a stockholder, at any meeting, except when such person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, or (ii) by a writing signed by the person or persons entitled to said notice, whether before or after the time stated in said notice, which waiver shall be deemed equivalent to such notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice.

- 17 -

ARTICLE VIII

Contracts

          The Board of Directors may authorize any officer or officers, agent or agents, in the name and on behalf of the Corporation, to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

ARTICLE IX

Corporate Seal

          The seal of the Corporation shall be circular in form and contain the name of the Corporation and the words and numerals “Corporate Seal 1992 Delaware,” which seal shall be in charge of the Secretary to be used as directed by the Board of Directors.

ARTICLE X

Fiscal Year

          The fiscal year of the Corporation shall be the calendar year which shall consist of thirteen periods of twenty-eight days each, or otherwise as the Board of Directors shall by resolution determine.

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ARTICLE XI

Indemnification

          SECTION 1. Who May Be Indemnified.

          (a) Actions, Suits and Proceedings Other Than by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that

- 19 -

the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceedings, had reasonable cause to believe that his conduct was unlawful.

          (b) Actions or Suits By or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that,

- 20 -

despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

          (c) Indemnification for Expenses. To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraph (a) or (b), or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

          (d) Determination of Entitlement to Indemnification. Any indemnification under paragraph (a) or (b) (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in paragraph (a) or (b). Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable, a majority vote of a quorum of disinterested directors so directs, by independent

- 21 -

legal counsel in a written opinion, or (3) by the stockholders.

          (e) Advance of Expenses. Expenses incurred by an officer or director in defending a civil or criminal action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate.

          SECTION 2. Indemnification Not Exclusive Right. The indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification and advancement of expenses may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

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          SECTION 3. Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article.

          SECTION 4. “Corporation” Defined for Indemnification Purposes. For purposes of this Article, references to “the Corporation” shall include (in addition to the Corporation and any resulting corporation) any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position

- 23 -

under the provisions of this Article with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

ARTICLE XII

Amendments

          The Board of Directors shall have power to adopt, amend or repeal By-Laws. By-Laws adopted by the Board of Directors may be repealed or changed, and new By-Laws made, by the stockholders, and the stockholders may prescribe that any By-Law made by them shall not be altered, amended or repealed by the Board of Directors.

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EX-3.31

Exhibit 3.31

— — — o o 0 o o — — —

A & W DISTRIBUTING COMPANY

— — — o o 0 o o — — —

— — — o o 0 o o — — —

C O R P O R A T E   R E C O R D S

— — — o o 0 o o — — —

— — — o o 0 o o — — —

REGISTERED
WITH
THE CORPORATION TRUST COMPANY
WILMINGTON, DELAWARE

— — — o o 0 o o — — —

CERTIFICATE OF INCORPORATION

OF

A & W DISTRIBUTING COMPANY

— — — o o 0 o o — — —

          1. The name of the corporation is A & W DISTRIBUTING COMPANY

          2. The address of its registered office in the State of Delaware is No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

          3. The nature of the business or purposes to be conducted or promoted is:

          To manufacture, purchase or otherwise acquire, prepare, produce, store, process, prepare for market, preserve, package, can, bottle, deal and trade in, sell, distribute, mortgage, and dispose of, food, food products, food stuffs, produce, condiments, confections, beverages, goods, wares, merchandise, articles, materials, ingredients, products, machinery, equipment, and personal property of every kind and description either itself or to arrange for any

2

of the aforesaid activities to be conducted on its behalf by others.

          To engage in, carry on, and conduct, research and investigations for the development of new or improved food products or by-products either itself or to arrange for any of the aforesaid activities to be conducted on its behalf by others.

          To build, purchase or otherwise acquire, lease, own, maintain, improve, equip, manage, use, occupy, operate, mortgage, rent, sell, and dispose of, stores, shops, departments, storage facilities, offices, factories, buildings, structures, improvements, and properties.

          To manufacture, purchase or otherwise acquire, invest in, own, mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade, deal in and deal with goods, wares and merchandise and personal property of every class and description.

          To acquire, and pay for in cash, stock or bonds of this corporation or otherwise, the good will, rights, assets and property, and to undertake or assume the whole or any part of the obligations or liabilities of any person, firm, association or corporation.

          To acquire, hold, use, sell, assign, lease, grant licenses in respect of, mortgage or otherwise dispose of letters patent of the United States or any foreign country, patent rights, licenses and privileges, inventions, improvements

3

and processes, copyrights, trade-marks and trade names, relating to or useful in connection with any business of this corporation.

          To acquire by purchase, subscription or otherwise, and to receive, hold, own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or otherwise dispose of or deal in and with any of the shares of the capital stock, or any voting trust certificates in respect of the shares of capital stock, scrip, warrants, rights, bonds, debentures, notes, trust receipts, and other securities, obligations, choses in action and evidences of indebtedness or interest issued or created by any corporations, joint stock companies, syndicates, associations, firms, trusts or persons, public or private, or by the government of the United States of America, or by any foreign government, or by any state, territory, province, municipality or other political subdivision or by any governmental agency, and as owner thereof to possess and exercise all the rights, powers and privileges of ownership, including the right to execute consents and vote thereon, and to do any and all acts and things necessary or advisable for the preservation, protection, improvement and enhancement in value thereof.

          To borrow or raise moneys for any of the purposes of the corporation and, from time to time without limit as to amount, to draw, make, accept, endorse, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds,

4

debentures and other negotiable or non-negotiable instruments and evidences of indebtedness, and to secure the payment of any thereof and of the interest thereon by mortgage upon or pledge, conveyance or assignment in trust of the whole or any part of the property of the corporation, whether at the time owned or thereafter acquired, and to sell, pledge or otherwise dispose of such bonds or other obligations of the corporation for its corporate purposes.

          To purchase, receive, take by grant, gift, devise, bequest or otherwise, lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal in and with real or personal property, or any interest therein, wherever situated, and to sell, convey, lease, exchange, transfer or otherwise dispose of, or mortgage or pledge, all or any of the corporation’s property and assets, or any interest therein, wherever situated.

          In general, to possess and exercise all the powers and privileges granted by the General Corporation Law of Delaware or by any other law of Delaware or by this certificate of incorporation together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business or purposes of the corporation.

          The business and purposes specified in the foregoing clauses shall, except where otherwise expressed, be in

5

nowise limited or restricted by reference to, or inference from, the terms of any other clause in this certificate of incorporation, but the business and purposes specified in each of the foregoing clauses of this article shall be regarded as independent business and purposes.

          4. The total number of shares of stock which the corporation shall have authority to issue is one hundred (100) and the par value of each of such shares is One Hundred Dollars ($100.00) amounting in the aggregate to Ten Thousand Dollars ($10,000.00).

          5. The name and mailing address of each incorporator is as follows:

NAME	MAILING ADDRESS
W. E. Paul Garrett	100 West Tenth Street
	Wilmington, Delaware 19899
F. J. Obara, Jr.	100 West Tenth Street
	Wilmington, Delaware 19899
J. L. Rivera	100 West Tenth Street
	Wilmington, Delaware 19899

          6. The corporation is to have perpetual existence.

          7. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

6

          To make, alter or repeal the by-laws of the corporation.

          To authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation.

          To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created.

          By a majority of the whole board, to designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. The by-laws may provide that in the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, or in the by-laws of the corporation, shall have and may exercise all the powers and

7

authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or by-laws, expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

          When and as authorized by the stockholders in accordance with statute, to sell, lease or exchange all or substantially all of the property and assets of the corporation, including its good will and its corporate franchises, upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property including shares of stock in, and/or other securities of, any other corporation or corporations, as its board of directors shall deem expedient and for the best interests of the corporation.

          8. Whenever a compromise or arrangement is proposed

8

between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this corporation under the provisions of section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stock-

9

holders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

          9. Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide.

          10. The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

          WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereunto set our hands this 20th day of August, 1971.

W. E. Paul Garrett
F. J. Obara, Jr.
J. L. Rivera

10

STATE OF DELAWARE	)
	)	ss:
COUNTY OF NEW CASTLE	)

          BE IT REMEMBERED that on this 20th day of August, 1971, personally came before me, a Notary Public for the State of Delaware, W. E. Paul Garrett, F. J. Obara, Jr. and J. L. Rivera, all of the parties to the foregoing certificate of incorporation, known to me personally to be such, and severally acknowledged the said certificate to be the act and deed of the signers respectively and that the facts stated therein are true.

          GIVEN under my hand and seal of office the day and year aforesaid.

/s/ Johanna M. Miller

Notary Public

11

STATE OF DELAWARE

OFFICE OF SECRETARY OF STATE

          I, EUGENE BUNTING, Secretary of State of the State of Delaware, DO HEREBY CERTIFY that the above and foregoing is a true and correct copy of Certificate of Incorporation of the “A & W DISTRIBUTING COMPANY”, as received and filed in this office the thirty-first day of August, A. D. 1971, at 10 o’clock A. M.

          IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at Dover this thirty-first day of August in the year of our Lord one thousand nine hundred and seventy-one.

EUGENE BUNTING
Secretary of State

R. H. CALDWELL
Ass’t. Secretary of State

12

Received for Record

                         August 31st, A. D. 1971.

                                      Leo J. Dugan, Jr., Recorder.

STATE OF DELAWARE	:
	:	SS.:
NEW CASTLE COUNTY	:

     Recorded in the Recorder’s Office at Wilmington, in Incorporation Record     , Vol.     Page     &c., the 31st day of

     August, A. D. 1971.

     Witness my hand and official seal.

     Leo J. Dugan, Jr.

     Recorder.

EX-3.32

Exhibit 3.32

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

     A & W DISTRIBUTING COMPANY, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

     FIRST: That the Board of Directors of A & W Distributing Company by the unanimous written consent of its members, filed with the minutes of the board, duly adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

     RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “1.” so that, as amended said Article shall be and read as follows:

     “1. The name of the corporation is

A & W BEVERAGES, INC.”

     SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with Section 228 of the General Corporation Law of the State of Delaware.

     THIRD: That the aforesaid amendment was duly adopted in accordance with the provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, said A & W Distributing Company has caused this certificate to be signed by Thomas H. Fey, its President and attested by John J. Gerah, its Assistant Secretary, this 10th day of May 1978.

(CORPORATE SEAL)

ATTEST:

By	/s/ Thomas H. Fey
	President

By /s/ John J. Gerah   Assistant Secretary

EX-3.33

Exhibit 3.33

Office of Secretary of State

     I, GLENN C. KENTON, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF OWNERSHIP OF A & W BEVERAGES, INC., A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, MERGING A & W CONCENTRATES, INC. A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, PURSUANT TO SECTION 253 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE FIFTH DAY OF AUGUST, A.D. 1983, AT 9:02 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CORPORATION SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE.

| | | | | | | | | |

	/s/ Glenn C. Kenton
832170003	Glenn C. Kenton, Secretary of State AUTHENTICATION:    10028262                          DATE:    08-05-1983

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

A & W CONCENTRATES, INC.

INTO

A & W BEVERAGES, INC.

* * * * *

          A & W Beverages, Inc., a corporation organized and existing under the laws of Delaware,

          DOES HEREBY CERTIFY:

          FIRST: That this Corporation was incorporated on the 31st day of August, 1971, pursuant to the General Corporation Law of the State of Delaware.

          SECOND: That this Corporation owns all of the outstanding shares (of each class) of the stock of A & W Concentrates, Inc., a corporation incorporated on the 12th day of April, 1966, pursuant to the General Corporation Law of the State of Delaware.

          THIRD: That this Corporation, by the following resolutions of its Board of Directors, duly adopted by the unanimous written consent of its members, filed with the minutes of the Board on the 4^th day of August, 1983, determined to and did merge into itself said A & W Concentrates, Inc.:

     “RESOLVED, that A & W Beverages, Inc. merge, and it hereby does merge into itself said A & W Concentrates, Inc., and assumes all of its obligations; and

     FURTHER RESOLVED, that the merger shall be effective upon the date of filing with the Secretary of State of Delaware; and

     FURTHER RESOLVED, that the proper officers of this Corporation be and they hereby are directed to make and execute a Certificate of Ownership

2

and Merger setting forth a copy of the resolutions to merge into itself said A & W Concentrates, Inc. and assume its liabilities and obligations, and the date of adoption thereof, and to cause the same to be filed with the Secretary of State of Delaware and a certified copy recorded in the office of the Recorder of Deeds of New Castle County and to do all acts and things whatsoever, whether within or without the State of Delaware, which may be in anywise necessary or proper to effect said merger.”

          FOURTH: Anything herein or elsewhere to the contrary notwithstanding this merger may be amended or terminated and abandoned by the Board of Directors of A & W Beverages, Inc. at any time prior to the date of filing the merger with the Secretary of State.

          IN WITNESS WHEREOF, said A & W Beverages, Inc. has caused this certificate to be signed by John Whitman, its Vice President, and attested by Elizabeth Thompson, its Assistant Secretary, this 4^th day of August, 1983.

A & W BEVERAGES, INC.
By	/s/ John Whitman
	Vice President

ATTEST:
By	/s/ Elizabeth Thompson Assistant Secretary
2326

EX-3.34

Exhibit 3.34

PAGE 1

State of Delaware

Office of the Secretary of State

     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “A & W BEVERAGES, INC.”, CHANGING ITS NAME FROM “A & W BEVERAGES, INC.” TO “CADBURY BEVERAGES INC.”, FILED IN THIS OFFICE ON THE TWENTY-THIRD DAY OF JANUARY, A.D. 1995, AT 4:01 O’CLOCK P.M.

		/s/ Edward J. Freel
0774775     8100 950123304		Edward J. Freel, Secretary of State AUTHENTICATION:    7527219                          DATE:    06-05-95

CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
A & W BEVERAGES, INC.

               A & W BEVERAGES, Inc., a Delaware corporation, HEREBY CERTIFIES AS FOLLOWS:

               1. The name of the Corporation is A & W Beverages, Inc. The date of filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware was August 31, 1971.

               2. This Certificate of Amendment sets forth an amendment to the Certificate of Incorporation of the Corporation which was duly adopted by the written consent of the sole stockholder of the Corporation entitled to vote thereon in accordance with the provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

               3. The Article numbered “1” of the Certificate of Incorporation is hereby amended in full to be and read as follows:

                    “1. The name of the corporation is Cadbury Beverages Inc. (the ‘Corporation’).”

               IN WITNESS WHEREOF, A & W Beverages, Inc. has caused this Certificate to be signed by John F. Brock, its Chairman, and attested by Gary G. Lyons, its Secretary, this 20^th day of January, 1995.

A & W BEVERAGES, INC.
By:	/s/ John F. Brock
	John F. Brock
	Chairman

ATTEST:

/s/ Gary G. Lyons Gary G. Lyons

Secretary

EX-3.35

Exhibit 3.35

PAGE 1

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “CADBURY BEVERAGES INC. ”, FILED IN THIS OFFICE ON THE FOURTEENTH DAY OF FEBRUARY, A.D. 2007, AT 5:11 O’CLOCK P.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

		/s/ Harriet Smith Windsor
0774775     8100 070169715		Harriet Smith Windsor, Secretary of State AUTHENTICATION:    5433754                        DATE:    02-14-07

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:11 PM 02/14/2007

FILED 05:11 PM 02/14/2007

SRV 070169715 — 0774775 FILE

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

CADBURY BEVERAGES INC.

               Cadbury Beverages Inc., a Delaware corporation (the “Corporation”) hereby certifies that the amendment set forth below to the Corporation’s Certificate of Incorporation was duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware:

FIRST: The Article numbered “4” of the Certificate of Incorporation is amended to read in its entirety as follows:

               “4. The total number of shares of stock which the corporation shall have authority to issue is two hundred (200) and the par value of each of such shares is One Hundred Dollars ($100.00) amounting in the aggregate to Twenty Thousand Dollars ($20,000.00).”

               IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by its duly authorized officer, on this 12^th day of February, 2007.

CADBURY BEVERAGES INC.
By:	/s/ James L. Baldwin
	Name:	James L. Baldwin
	Office: Executive Vice President & Secretary

EX-3.36

Exhibit 3.36

PAGE 1

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “CADBURY BEVERAGES INC.”, CHANGING ITS NAME FROM “CADBURY BEVERAGES INC.” TO “DP BEVERAGES INC.”, FILED IN THIS OFFICE ON THE EIGHTH DAY OF MAY, A.D. 2008, AT 11:38 O’CLOCK A.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

0774775   8100		/s/ Harriet Smith Windsor
		Harriet Smith Windsor, Secretary of State
080519231		AUTHENTICATION: 6577650
		DATE: 05-08-08
You may verify this certificate online at corp.delaware.gov/authver.shtml

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:55 PM 05/08/2008

FILED 11:38 AM 05/08/2008

SRV 080519231 - 0774775 FILE

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION

* * * * *

     CADBURY BEVERAGES INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

          DOES HEREBY CERTIFY:

     FIRST: That the Board of Directors of said corporation, in lieu of a meeting and by unanimous written consent of its members, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of CADBURY BEVERAGES INC. be amended by changing the First Article thereof so that, as amended, said Article shall be and read as follows:

“The name of the Corporation is DP Beverages Inc.”

     SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

     THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

     FOURTH: That this Certificate of Amendment of the Certificate of Incorporation shall be effective on May 8, 2008.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed by James L. Baldwin, its Executive Vice President and Secretary this 18^th day of April, 2008.

By:	/s/ James L. Baldwin
	James L. Baldwin
	Executive Vice President & Secretary

EX-3.37

Exhibit 3.37

Certificate of Assistant Secretary

     I, Wayne R. Lewis, in my capacity as Assistant Secretary of DP Beverages Inc., a Delaware corporation (the “Corporation”), am delivering this Certificate of Assistant Secretary to certify that the Corporation was formerly known as Cadbury Beverages Inc. (“Former Name”) and the Bylaws attached hereto in the Former Name continue to be the Bylaws of the Corporation.

     IN WITNESS WHEREOF, I have set my hand to this Certificate as of the 18^th day of November, 2008.

DP BEVERAGES INC. a Delaware corporation
By:	/s/ Wayne R. Lewis
	Wayne R. Lewis
	Assistant Secretary

State of Texas	§
	§
County of Collin	§

     This instrument was acknowledged before me on this 18^th day of November 2008, by Wayne R. Lewis, Assistant Secretary of DP Beverages Inc., a Delaware corporation, on behalf of said corporation.

/s/ Janet L. Barrett  

Janet L. Barrett 

Notary Public in and for the State of Texas 

BY - LAWS

* * * * *

ARTICLE I

OFFICES

          Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

          Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

          Section 1. All meetings of the stockholders for the election of directors shall be held in the City of New York, State of New York, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

          Section 2. Annual meetings of stockholders, shall be held on the second Monday of November if not a legal holiday, and if a legal holiday, then on the next secular day following, or at such other date as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

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          Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

          Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germance to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

          Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

          Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.

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          Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

          Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.

          At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

          Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.

          Section 10. Unless otherwise provided in the certificate of incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be

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voted on after three years from its date, unless the proxy provides for a longer period.

          Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

          Section 1. The number of directors which shall constitute the whole board shall be not less than three nor more than ten. The first board shall consist of four directors. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.

          Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are

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duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

          Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these
by-laws directed or required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

          Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

          Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of

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the board of directors, or as shall be specified in a written waiver signed by all of the directors.

          Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

          Section 7. Special meetings of the board may be called by or at the request of the Chairman of the Board of Directors, the President or any two (2) directors on two days’ notice to each director, either personally or by mail or by telegram.

          Section 8. At all meetings of the board a majority of directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

          Section 9. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

          Section 10. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a

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meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

REMOVAL OF DIRECTORS

          Section 11. Unless otherwise restricted by the certificate of incorporation or by-law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV

NOTICES

          Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

          Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

OFFICERS

          Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a treasurer. The board of directors may also choose a

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Chairman of the Board, additional vice-presidents, one or more assistant secretaries and assistant treasurers, and any such other officers and assistant officers as the board of directors shall from time to time appoint with such duties as shall be determined from time to time by the board. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide.

          Section 2. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE CHAIRMAN OF THE BOARD

          Section 3. The chairman of the board (if appointed) shall be the chief executive officer of the corporation and shall preside at all meetings of the board of directors and stockholders, and shall have such other duties and powers as may from time to time be prescribed by the board of directors, upon written directions given to him pursuant to resolution duly adopted by the board of directors.

THE PRESIDENT

          Section 4. The president shall be the chief operating officer of the corporation, shall preside at all meetings of the stockholders and the board of directors (in the absence of the chairman), shall have general and active management of the business of the corporation and shall see that all orders and resolution of the board of directors are carried into effect.

THE VICE-PRESIDENTS

          Section 5. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order

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designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARY

          Section 6. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

          Section 7. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

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THE TREASURER AND ASSISTANT TREASURERS

          Section 8. The treasurer shall be the chief financial officer of the corporation and shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

          Section 9. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

          Section 10. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

          Section 11. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election), shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

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THE CONTROLLER AND ASSISTANT CONTROLLER

          Section 12. The controller shall be the chief accounting officer of the corporation and shall exercise general supervision over the keeping of the corporate financial records. He shall perform all other duties assigned to him by the president or the board of directors.

          Section 13. The assistant controller or if there be more than one, the assistant controllers in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall perform all the duties and exercise all the powers of the controller during his absence or disability or whenever the office is vacant and shall perform all the duties assigned to him by the president or the board of directors.

ARTICLE VI

CERTIFICATES OF STOCK

          Section 1. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by him in the corporation.

          Certificates may be issued for partly paid shares and in such case upon the face or back of the certificates issued to represent any such partly paid shares, the total amount of the consideration to be paid therefor, and the amount paid thereon shall be specified.

          If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or

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rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

          Section 2. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES

          Section 3. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require

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and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

TRANSFER OF STOCK

          Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

FIXING RECORD DATE

          Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled or receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty not less than ten days before the date of such meetings, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting.

REGISTERED STOCKHOLDERS

          Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of

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shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

          Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

          Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, was created.

ANNUAL STATEMENT

          Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

CHECKS

          Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

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FISCAL YEAR

          Section 5. The fiscal year of the corporation shall start on July 1, in each year, or such other date as the board of directors shall from time to time prescribe.

SEAL

          Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

INDEMNIFICATION

          Section 7. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

ARTICLE VIII

AMENDMENTS

          Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal
by-laws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal by-laws.

EX-3.38

Exhibit 3.38

PAGE 1

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “CADBURY SCHWEPPES AMERICAS BEVERAGES, INC. ”, FILED IN THIS OFFICE ON THE TWELFTH DAY OF AUGUST, A.D. 2004, AT 12:20 O’CLOCK P.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

		/s/ Harriet Smith Windsor
		Harriet Smith Windsor, Secretary of State
3841610      8100		AUTHENTICATION:	3291893
040590693		DATE:	08-12-04

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:41 PM 08/12/2004

FILED 12:20 PM 08/12/2004

SRV 040590693 – 3841610 FILE

CERTIFICATE OF INCORPORATION

OF

CADBURY SCHWEPPES AMERICAS BEVERAGES, INC.

ARTICLE I

Name

     The name of the corporation is Cadbury Schweppes Americas Beverages, Inc. (the “Corporation”).

ARTICLE II

Registered Office and Registered Agent

     The address of the registered office of the Corporation in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle. The name of the registered agent of the Corporation at such address is Corporation Service Company.

ARTICLE III

Corporate Purpose

     The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “General Corporation Law”).

ARTICLE IV

Capital Stock

     The total number of shares of all classes of stock that the Corporation shall have the authority to issue is 1,000, all of which shall be shares of Common Stock, par value $.01 per share.

ARTICLE V

Directors

(1) Elections of directors of the Corporation need not be by written ballot, except and to the extent provided in the By-laws of the Corporation.

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(2) To the fullest extent permitted by the General Corporation Law as it now exists and as it may hereafter be amended, nor director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

ARTICLE VI

Indemnification of Directors, Officers and Others

(1) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

(2) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

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(3) To the extent that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections (1) and (2) of this Article VI, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

(4) Any indemnification under Sections (1) and (2) of this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in such Sections (1) and (2). Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (a) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (b) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (c) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (d) by the stockholders of the Corporation.

(5) Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation authorized in this Article VI. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.

(6) The indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any law, by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

(7) The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of Section 145 of the General Corporation Law.

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(8) For purposes of this Article VI, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VI with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

(9) For purposes of this Article VI, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves service by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VI.

(10) The indemnification and advancement of expenses provide by, or granted pursuant to, this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE VII

By-Laws

     The directors of the Corporation shall have the power to adopt, amend or repeal by-laws.

ARTICLE VIII

Amendment

     The Corporation reserves the right to amend, alter, change or repeal any provision of this Certificate of Incorporation, in the manner now or hereafter prescribed by law, and all rights conferred on stockholders in this Certificate of Incorporation are subject to this reservation.

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ARTICLE IX

Incorporator

     The name and mailing address of the sole incorporator is as follows:

Name	Mailing Address
Lisa Longo	900 King Street
	Rye Brook, NY 10573-1238

     I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate of Incorporation, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 11^th day of August, 2004.

/s/ Lisa Longo  

Lisa Longo 

EX-3.39

Exhibit 3.39

PAGE 1

Delaware

The First State

          I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “CADBURY SCHWEPPES AMERICAS BEVERAGES, INC.”, CHANGING ITS NAME FROM “CADBURY SCHWEPPES AMERICAS BEVERAGES, INC.” TO “DPS BEVERAGES, INC.”, FILED IN THIS OFFICE ON THE NINTH DAY OF JULY, A.D. 2008, AT 1:01 O’CLOCK P.M.

          A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

		/s/ Harriet Smith Windsor
		Harriet Smith Windsor, Secretary of State
3841610      8100		AUTHENTICATION:	6715346
080768218		DATE:	07-09-08

You may verify this certificate online
at corp. delaware. gov/authver. shtml

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:05 PM 07/09/2008

FILED 01:01 PM 07/09/2008

SRV 080768218 — 3841610 FILE

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION

CADBURY SCHWEPPES AMERICAS BEVERAGES, INC.

          Cadbury Schweppes Americas Beverages, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

          DOES HEREBY CERTIFY:

          FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the Board, a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED that the Certificate of Incorporation of Cadbury Schweppes Americas Beverages, Inc., be amended by changing Article I thereof so that, as amended, said Article shall be and read as follows:

“The name of the corporation is DPS Beverages, Inc.”

          SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

          THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, said Cadbury Schweppes Americas Beverages, Inc., has caused this certificate to be signed by James L. Baldwin, its Executive Vice President & Secretary this 7^th day of July, 2008.

/s/ James L. Baldwin  

James L. Baldwin 

Executive Vice President & Secretary 

EX-3.40

Exhibit 3.40

Certificate of Assistant Secretary

     I, Wayne R. Lewis, in my capacity as Assistant Secretary of DPS Beverages, Inc., a Delaware corporation (the “Corporation”), am delivering this Certificate of Assistant Secretary to certify that the Corporation was formerly known as Cadbury Schweppes Americas Beverages, Inc. (“Former Name”) and the Bylaws attached hereto in the Former Name continue to be the Bylaws of the Corporation.

     IN WITNESS WHEREOF, I have set my hand to this Certificate as of the 18^th day of November, 2008.

DPS BEVERAGES, INC. a Delaware corporation
By:	/s/ Wayne R. Lewis
	Wayne R. Lewis
	Assistant Secretary

State of Texas	§
	§
County of Collin	§

     This instrument was acknowledged before me on this 18^th day of November 2008, by Wayne R. Lewis, Assistant Secretary of DPS Beverages, Inc., a Delaware corporation, on behalf of said corporation.

/s/ Janet L. Barrett  

Janet L. Barrett 

Notary Public in and for the State of Texas 

August 12, 2004

BY-LAWS

OF

CADBURY SCHWEPPES AMERICAS BEVERAGES, INC.

ARTICLE I

Meetings of Stockholders

          SECTION 1. Annual Meetings. Unless directors are elected by written consent in lieu of an annual meeting, the annual meeting of the stockholders for the election of directors shall be held at such place, if any, within or without the state of Delaware, on a business day and at a time designated by resolution of the Board of Directors (hereinafter the “Board”). Any other proper business may be transacted at an annual meeting of stockholders. The Board may, in its discretion, determine that an annual meeting of stockholders shall not be held at any place, but may instead be held by means of remote communication.

          SECTION 2. Special Meetings. Special meetings of the stockholders, for any purpose or purposes, shall be held at such place, if any, within or without the State of Delaware, and at such time as the Board shall determine whenever called by order of the President; the Board or by stockholders holding together at least one-fourth of all shares of the corporation entitled to vote at the meeting. The Board may, in its discretion, determine that a special meeting of stockholders shall not be held at any place, but may instead be held by means of remote communication.

          SECTION 3. Notice of Meetings. Written notice of every meeting of stockholders, stating the place, if any, date, time, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person

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and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given personally or by mail not less than ten (10) nor more than sixty (60) days (except as otherwise provided by law) before the date of such meeting to each person who appears on the stock transfer books of the Corporation as a stockholder and who is entitled to vote at such meeting. If such notice is mailed, it shall be directed to such stockholder at his address as it appears on the stock transfer books of the Corporation.

          SECTION 4. Quorum. At any meeting of the stockholders the holders of a majority of the shares of the Corporation entitled to vote at such meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of any business, except where otherwise provided by law or in the Certificate of Incorporation.

          SECTION 5. Adjournments. If at any meeting of the stockholders a quorum shall fail to attend in person or by proxy or the holders of a majority of the shares present in person or by proxy and entitled to vote at such meeting desire to adjourn the meeting, the holders of a majority of the shares present in person or by proxy and entitled to vote at such meeting may adjourn the meeting from time to time until a quorum shall attend or to another time or place, as the case may be, and thereupon any business may be transacted which might have been transacted at the original meeting. Notice need not be given of the adjourned meeting if the time and place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may de deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken, provided, however, that if the adjournment is for more than thirty (30) days, or if after the adjournment, a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

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          SECTION 6. Organization. The Chairman, or the President; and in their absence a chairman chosen by a majority vote of the stockholders present in person or by proxy and entitled to vote, shall call meetings of the stockholders to order and shall act as chairman thereof. The Secretary or an Assistant Secretary of the Corporation shall act as secretary at all meetings of the stockholders when present, and, in the absence of both, the chairman may appoint any person to act as secretary.

          SECTION 7. Order of Business. The order of business at all meetings of the stockholders shall be as determined by the chairman of the meeting. The chairman may rule on questions of order and procedure coming before the meeting or submit such questions to the vote of the meeting.

          SECTION 8. Voting. At each meeting of the stockholders, each stockholder entitled to vote any shares on any matter to be voted upon at such meeting shall be entitled to one vote on such matter for each such share and may exercise such voting right either in person or by proxy appointed by an instrument in writing subscribed by such stockholder or his duly authorized attorney. No such proxy shall be voted or acted upon after eleven months from its date unless the proxy provides for a longer period. Voting need not be by written ballot. All elections of directors shall be decided by a plurality vote and all other matters decided and actions authorized by a majority vote, except as otherwise required by law.

          SECTION 9. Inspectors. At any meeting of stockholders, inspectors of election may be appointed by the chairman of the meeting for the purpose of opening and closing the polls, receiving and taking charge of the proxies, and receiving and counting the ballots or the vote of stockholders otherwise given. The inspectors shall be appointed by the chairman of the meeting, shall be sworn to faithfully perform their duties, and shall in writing certify to the voting returns. No candidate for election as

3

director shall be appointed or act as inspector.

          SECTION 10. Stockholder List. At least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of such stockholder, shall be prepared and held open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours for said ten (10) days either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the meeting during the whole tune thereof, and may be inspected by any stockholder who is present.

          SECTION 11. Informal Action. Any action that may be taken at any annual or special meeting of the stockholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a consent in writing or by electronic transmission, setting forth the action so taken, shall be signed or delivered by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of corporate action without a meeting by less than unanimous consent in writing or by electronic transmission shall be given to those stockholders who have not consented in writing or by electronic transmission.

ARTICLE II

Directors

          SECTION 1. Functions, Number and Term of Office. The property, business and affairs of the Corporation shall be managed by or under the direction of a Board, who need not be stockholders, citizens of the United States or residents of the

4

State of Delaware, consisting of three (3) members or such other number as may be determined from time to time by action of the Board taken by the affirmative vote of a majority of the whole Board. The use of the phrase “whole Board” herein refers to the total number of directors which the Corporation would have if there were no vacancies. Except as otherwise provided by law or in these By-Laws or in the Certificate of Incorporation, the directors shall be elected by the stockholders of the Corporation, and shall hold office until the next annual meeting of stockholders and until their successors shall be elected and shall qualify, or until their earlier resignation or removal.

          SECTION 2. Vacancies. Unless otherwise provided in the Certificate of Incorporation or in these By-Laws, vacancies among the directors, whether caused by resignation, death, disqualification, removal, and increase in the authorized number of directors or otherwise, may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

          SECTION 3. Removal. Any director or the whole Board may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

          SECTION 4. Place of Meeting. The directors may hold their meetings and may have one or more offices and keep the books of the Corporation (except as otherwise may at any time be provided by law) at such place or places within or without the State of Delaware as the Board may from time to time determine.

          SECTION 5. Annual Meeting. The newly elected board may meet for the purpose of organization, the election of officers and the transaction of other business each year without notice immediately after the annual meeting of stockholders at the same place as such meeting of stockholders, or at such time and place within or without the State of Delaware as shall be fixed as provided in Section 7 of this Article for special meetings of the Board.

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          SECTION 6. Regular Meetings. Regular meetings of the Board shall be held at such time and place within or without the state of Delaware as the Board shall from time to time by resolution determine and no notice of such regular meeting shall be required.

          SECTION 7. Special Meetings. Special meetings of the Board shall be held whenever called by the direction of the Chairman, President or of one-fourth of the directors then in office. Notice shall be given to each director of the date, time and place of each special meeting by mailing the same at least three (3) days before the meeting or by telexing, telegraphing or telephoning the same not later than the day before the meeting, at the residence address of each director or at his usual place of business. Special meetings of the Board shall be held at such place within or without the state of Delaware as shall be specified in the call for the meeting.

          SECTION 8. Quorum. Except as otherwise provided by law or in the Certificate of Incorporation, the presence of all of the directors, but not less than one-third of the directors in office shall constitute a quorum for the transaction of business. A majority of those present at any meeting, if less than a quorum be present, may adjourn the meeting from time to time without notice, until a quorum be had.

          SECTION 9. Action by Board. Except as otherwise provided by law or in the Certificate of Incorporation, the vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board.

          SECTION 10. Expenses. Directors shall be reimbursed by the Corporation for ordinary and reasonable expenses incurred in the performance of their duties.

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          SECTION 11. Organization. At all meetings of the Board, the Chairman, or in his absence the President, if he is a member of the Board, or in their absence, a chairman chosen by a majority vote of the directors present, shall preside. The Secretary or an Assistant Secretary of the Corporation shall act as secretary at all meetings of the Board when present, and, in the absence of both, the Chairman may appoint any person to act as secretary.

          SECTION 12. Committees. The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation, to serve at the pleasure of the Board. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the Board, and except as provided by law, shall have and may exercise all the powers and authority of the Board in the management of the property, business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. A committee may create one or more subcommittees, each subcommittee to consist of one or more of the members of the committee, and delegate to a subcommittee any or all the powers and authority of the committee.

          SECTION 13. Meetings by Telephone Conference. Any member of the Board or any committee designated by such Board may participate in any meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in any meeting pursuant to this provision shall constitute presence in person at such meeting.

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          SECTION 14. Informal Action. Any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all the members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be made in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

ARTICLE III

Officers

          SECTION 1. Number. The executive officers of the Corporation shall be a Chairman, a President, one or more Executive Vice Presidents, one or more Senior Vice Presidents, one or more Vice Presidents, a Treasurer and a Secretary, each of whom shall be elected or appointed by the Board. The Board may appoint one or more Assistant Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers and such other subordinate officers and agents as it may deem necessary or advisable. Any number of offices may be held by the same person.

          SECTION 2. Election and Term of Office. The Officer of the Corporation to be elected or appointed by the Board shall be elected or appointed annually by the Board at the first meeting of the Board held after each annual meeting of the stockholders, and shall hold office until his successor is elected or appointed and qualified, or until his earlier resignation or removal.

          SECTION 3. Compensation. The Board shall have the power to fix the compensation of all officers, agents and employees of the Corporation, which power, as to other than elected officers, may be delegated as the Board shall determine.

8

          SECTION 4. Removal. All officers, agents and employees of the Corporation shall be subject to removal, with or without cause, at any time by affirmative vote of the majority of the whole Board whenever, in the judgment of the Board, the best interests of the Corporation will be served thereby. The power to remove agents and employees, other than officers or agents elected or appointed by the Board, may be delegated as the Board shall determine.

          SECTION 5. Vacancies. Any vacancy in any office because of death, resignation, removal or otherwise, may be filled by the Board for the unexpired portion of the term.

          SECTION 6. The Chairman. The Chairman shall preside at meetings of the Board and the stockholders and perform all other duties incident to his office and such other duties as may from time to time be assigned to him by the Board.

          SECTION 7. The President. The President shall be the chief executive officer and chief operating officer of the Corporation and shall have the general powers and duties of supervision and management of the property, business and affairs of the Corporation. The President shall see that all orders and resolutions of the Board are carried into effect, and in general, he shall perform all duties incident to the office of President and such other duties as may from time to time be assigned to him by the Board. He shall in the absence or disability of the Chairman, perform the duties and exercise the powers of the Chairman.

          SECTION 8. Executive Vice Presidents. The Executive Vice Presidents shall, as directed by the President, assist the President in the management of the business and affairs of the Corporation and, in the order designated by the Board, shall, in the absence or disability of the Chairman and the President, perform the duties and exercise the powers of the Chairman and the President.

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          SECTION 9. Senior Vice Presidents. The Senior vice Presidents shall, as directed by the President, assist the President in the management of the business and affairs of the Corporation and, in the order designated by the Board, shall, in the absence or disability of the Chairman and the President and Executive Vice Presidents, perform the duties and exercise the powers of the Chairman and the President and Executive Vice Presidents.

          SECTION 10. The Vice Presidents. The Vice Presidents shall, as directed by the President, the Executive Vice Presidents and the Senior Vice Presidents, assist in the management of the business and affairs of the Corporation and, in the order designated by the Board, shall, in the absence or disability of the Chairman, the President, the Executive Vice Presidents and the Senior Vice Presidents, perform the duties and exercise the powers of the Chairman and the President and Executive Vice Presidents and Senior Vice Presidents.

          SECTION 11. The Treasurer. The Treasurer shall have the general care and custody of and be responsible for all the funds and securities of the Corporation which may come into his hands and shall deposit the same to the credit of the Corporation in such bank or banks or depositories as from time to time may be designated by the Board or by an officer or officers authorized by the Board to make such designation, and the Treasurer shall payout and dispose of the same under the direction of the Board. He shall have general charge of all the securities of the Corporation and shall in general perform all duties incident to the position of Treasurer and such other duties as may from time to time be assigned to him by the Board or the President.

          SECTION 12. The Secretary. The Secretary shall keep the minutes of all proceedings of the Board, of any committee of the Board and of all meetings of the stockholders in books provided for that purpose, of which he shall be the custodian; he

10

shall attend to the giving and serving of all notices for the Corporation; he shall have charge of the seal of the Corporation, of the stock certificate books and such other books and papers as the Board may direct; and he shall in general perform all the duties incident to the office of Secretary and such other duties as may from time to time be assigned to him by the Board or the Chairman.

          SECTION 13. The Assistant Secretary. The Assistant Secretary shall, as directed by the Secretary, assist the Secretary in the performance of the duties and the exercise of the powers of the Secretary; and he shall in general perform all the duties incident to the office of Assistant secretary and such other duties as may from time to time be assigned to him by the Board, the Chairman or the Secretary.

          SECTION 14. Bonding. The Board shall have power to require any officer or employee of the Corporation to give bond for the faithful discharge of his duties in such form and with such surety or sureties as the Board may deem advisable.

          SECTION 15. Voting of Securities. Unless otherwise directed by the Board, the Chairman or the President shall have full power and authority on behalf of the Corporation to attend, act and vote, or to execute and deliver in the name of and on behalf of the Corporation a proxy authorizing an agent or attorney-in-fact for the Corporation to attend, act and vote, at any meeting of security holders or any corporation in which the Corporation may hold securities and to execute and deliver in the name of and on behalf of the Corporation any consent in writing or by electronic transmission of security holders in lieu of any such meeting, and at any such meeting each of them or the agent or attorney-in-fact duly authorized by either of them, shall possess and may exercise any and all rights and powers incident to the ownership of such securities which the corporation, as the owner thereof, might have possessed or exercised if present. The Board may, by resolution, from time to time, confer like power upon any other person or persons.

11

ARTICLE IV

Stock

          SECTION 1. Form and Execution of Certificates. The certificates of shares of stock of the Corporation shall be in such form as shall be approved by the Board. Every stockholder in the Corporation shall be entitled to have a certificate signed by, or in the name of the Corporation by, the Chairman, the President, a Senior Vice President or a Vice President, and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant secretary. Any or all of the signatures on the certificate may be a facsimile. In case any officer who has signed such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of its issue.

          SECTION 2. Transfer of Stock Certificates. The Board shall cause suitable books to be kept for the registry and transfer of the shares of the capital stock of the Corporation. Shares of the capital stock shall be transferable on the record of stockholders upon presentation to the Corporation or a transfer agent of a certificate or certificates representing the shares of stock requested to be transferred, with proper endorsement on the certificate or certificates or on a separate accompanying document or accompanied by proper evidence of succession or assignment or authority to transfer, together with such evidence of the payment of transfer taxes and compliance with any other provisions of the law, as the Corporation or its transfer agent may require. No transfers of stock shall be valid unless made upon the books of the Corporation by authority of the owner of such stock or of his or its duly authorized legal representative and except upon the surrender and cancellation of the old certificate or certificates (unless certificates have been lost, stolen or destroyed).

          SECTION 3. Lost, Stolen or Destroyed Stock Certificates. No certificate for shares of stock of the Corporation shall be issued in place of any

12

certificate theretofore issued by the Corporation and alleged to have been lost, stolen or destroyed, except, if and to the extent required by the Board, upon:

          (a) Production of evidence of loss, wrongful taking or destruction;

          (b) The execution and delivery to the Corporation of an affidavit setting forth the facts regarding such loss, destruction or wrongful taking;

          (c) Delivery of a bond in such form and amount as the Board may require, indemnifying the Corporation and its agent against any claim that may be made against it or them on account of the alleged loss, destruction or wrongful taking of the replaced certificate or the issuance of the new certificate;

          (d) Payment of the expenses of the Corporation and its agents incurred in connection with the issuance of the new certificate; and

          (e) Compliance with such other reasonable requirements as may be imposed.

          SECTION 4. Fixing of Record Date. For the purpose of determining the stockholders entitled to notice of, and to vote at, any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing or by electronic transmission without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix, in advance, a date as the record date for any such determination of stockholders, and all persons who are stockholders of record on the date so fixed, and no others, shall be entitled to notice of, and to vote at, such meeting or any adjournment thereof, or to express consent to corporate action in writing or by electronic transmission without a meeting, or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or to take any other lawful action, as the case may be. Such record date shall not be more than sixty (60) days nor less than ten (10) days before the date of any such meeting, nor more than sixty (60) days prior to any other action.

13

          SECTION 5. Regulations. The Board may make such other rules and regulations consistent with any governing statute as it may deem appropriate concerning the issue, transfer and registration of certificates of stock.

ARTICLE V

Seal

          SECTION 1. Seal. The corporate seal of the Corporation shall consist of two concentric circles, between which shall be the name of the Corporation and in the center of which shall be “Corporate Seal, 2004, Delaware”.

ARTICLE VI

Books of Account and Stock Book

          SECTION 1. Books of Account and Stock Book. The Corporation shall keep books of account of all the business and transactions of the Corporation at its office. A book to be known as the stock register, containing the names, alphabetically arranged, of all persons who are stockholders of the Corporation, showing their places of residence, the number of shares of stock held by them respectively, any the times when they respectively became the owners thereof, and the amount paid thereon, shall be kept at the office of the Corporation, or its transfer agent.

ARTICLE VII

Fiscal Year

          SECTION 1. Fiscal Year. The fiscal year of the Corporation shall end on the thirty-first (31st) day of December of each year or otherwise as the Board shall by resolution determine.

14

ARTICLE VIII

Notices and Waiver

          SECTION 1. Kind of Notice Required; Waiver of Notice. Whenever under the provisions of these By-Laws notice is required to be given to any director, officer or stockholder, it shall not be construed to mean personal notice, but unless otherwise expressly stated in these By-Laws such notice may be given in writing by depositing the same in a post office or letter box in a postpaid sealed wrapper, addressed to such stockholder, officer or director, as from time to time may be designated by the Board or by an officer or officers authorized by the Board to make such designation. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation under any provision of these By-Laws shall be effective if given (i) by a form of electronic transmission consented to by the stockholder to whom the notice is given, or (ii) by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice is given; provided, that any such consent shall be revocable by the stockholder by written notice to the corporation. Whenever notice is required to be given under any provision of these By-Laws a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by these By-Laws.

15

          SECTION 2. Execution of Contracts, Deeds, Etc. The Board may authorize any officer or officers, agent or agents, in the name and on behalf of the Corporation, to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

ARTICLE IX

Indemnification

          SECTION 1. Right to Indemnification. Each person who was or is made a party to or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (“Proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation or, as a director or officer of the Corporation, is or was serving at the written request of the Board or its designee as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such Proceeding is alleged action in an official capacity as a director, officer, trustee, employee or agent or in any other capacity, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by law, including but not limited to the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said Law permitted the Corporation to provide prior to such amendment), against all expenses, liability and loss (including attorney’s fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith; provided, however, that the Corporation shall indemnify any such person seeking indemnity in connection with an action, suit or proceeding (or part thereof) initiated by such person only if such action, suit or proceeding (or part thereof) initiated

16

by such person was authorized by the Board. Such right shall include the right to be paid by the Corporation expenses, including attorney’s fees, incurred in defending any such Proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law requires, the payment of such expenses incurred by a director or officer in advance of the final disposition of such Proceeding shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, in which such director or officer agrees to repay all amounts so advanced if it should be ultimately determined by a court or other tribunal that such person is not entitled to be indemnified under this Section or otherwise. The Corporation may, by written action of the Board, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

          SECTION 2. Right of Claimant to Bring Suit. If a claim under Section 1 of this Article is not paid in full by the Corporation within thirty (30) days after a written claim therefor has been received by the Corporation, the claimant may any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. In any such action, the burden of proof shall be on the Corporation to prove the claimant is not entitled to such payment. Neither the failure of the Corporation (including the Board, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such action that the claimant is entitled to indemnification or advancement under the circumstances, nor an actual determination by the Corporation (including the Board, independent legal counsel, or its stockholders) that the claimant is not entitled to indemnification or advancement, shall be a defense to the action or create a presumption that the claimant is not entitled to indemnification or advancement.

17

          SECTION 3. Contractual Rights; Applicability. The right to be indemnified or to the reimbursement or advancement of expenses pursuant to this Article (i) is a contract right based upon good and valuable consideration, pursuant to which the person entitled thereto may bring suit as if the provisions hereof were set forth in a separate written contract between the Corporation and the director or officer, (ii) is intended to be retroactive and shall be available with respect to events occurring prior to the adoption hereof, and (iii) shall continue to exist after the rescission or restrictive modification hereof with respect to events occurring prior thereto.

          SECTION 4. Requested Service. Any director or officer of the Corporation serving, in any capacity, and any other person serving as director or officer of, (i) another organization of which a majority of the outstanding voting securities representing the present right to vote for the election of its directors or equivalent executives is owned directly or indirectly by the Corporation, or (ii) any employee benefit plan of the Corporation or of any organization referred to in clause (i), shall be deemed to be doing so at the written request of the Board.

          SECTION 5. Indemnification Not Exclusive Right. The rights conferred on any person by this Article shall not be exclusive of and shall be in addition to any other right which such person may have or may hereafter acquire under any statute, provision of the Certificate of Incorporation, Code of Regulation, bylaws, agreement, vote of shareholders or disinterested directors or otherwise, and shall continue as to a person who has ceased to be a director, officer, employee, trustee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

          SECTION 6. Insurance. The Corporation shall have the power to purchase and maintain insurance, at its expense, to protect itself and any such director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against such expense, liability or loss, whether or not

18

the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

          SECTION 7. “Corporation” Defined For Indemnification Purposes. For purposes of this Article, references to the “Corporation” shall include (in addition to the Corporation and any resulting corporation) any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had the power and authority to indemnify and advance expenses pursuant to this Article to its directors and officers, so that any such person shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

ARTICLE X

Amendment

          SECTION 1. Amendment. The By-Laws, regardless of whether made by stockholders or by the Board of Directors, may be amended, added to or repealed, or new By-Laws may be made, at any meeting of the stockholders, or (except such By-Laws or such amendments as shall have been adopted by the stockholders and at the time of such adoption expressly designated as revocable only by the stockholders) at any meeting of the Board of Directors, provided that notice of the proposed change (unless waived as herein provided by a waiver or presence at the meeting) be given in notice of the meeting.

19

EX-3.41

Exhibit 3.41

PAGE 2

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND CORRECT COPY OF CERTIFICATE OF INCORPORATION OF “CADBURY SCHWEPPES AMERICAS INVESTMENTS INC.” FILED IN THIS OFFICE ON THE TWENTIETH DAY OF NOVEMBER, A.D. 2006, AT 1:58 O’CLOCK P.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

4254394     8100V

061064699 /s/ Harriet Smith Windsor
Harriet Smith Windsor, Secretary of State
AUTHENTICATION: 5212011

                    DATE: 11-20-06

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:58 PM 11/20/2006
FILED 01:58 PM 11/20/2006

SRV 061064699 – 4254394 FILE

CERTIFICATE OF INCORPORATION

OF

CADBURY SCHWEPPES AMERICAS INVESTMENTS INC.

     The undersigned, a natural person, for the purpose of organizing a corporation under the General Corporation Law of the State of Delaware, hereby certifies that:

     FIRST: The name of the corporation (hereinafter called the “Corporation”) is Cadbury Schweppes Americas Investments Inc. The Corporation is being incorporated in connection with the conversion of Cadbury Schweppes Americas Investments LLC to a corporation (the “Conversion”), and is being filed simultaneously with the Certificate of Conversion of Cadbury Schweppes Americas Investments LLC to the Corporation.

     SECOND: The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, Wilmington, Delaware, County of New Castle 19801. The name of the registered agent, at such address, is The Corporation Trust Company.

     THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

     FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is One Thousand (1,000) shares of Common Stock, par value $0.01 per share (the “Common Stock”). Upon the filing of the Certificate of Conversion of Cadbury Schweppes Americas Investments LLC to the Corporation and this Certificate of Incorporation (the “Effective Time”), the limited liability company interests (“Membership Interests”) in Cadbury Schweppes Americas Investments LLC issued and outstanding immediately prior to the Effective Time will be automatically converted into and exchanged for One Hundred (100) fully paid and nonassessable shares of Common Stock, without any action required on the part of the Corporation or the former holders of Membership Interests.

     FIFTH: The name and the mailing address of the incorporator are as follows:

Name	Mailing Address
Esther K. Kim	Morgan, Lewis & Bockius LLP 101 Park Avenue New York, New York 10178

     SIXTH: The Board of Directors is expressly authorized to adopt, amend or repeal By-Laws, subject to the reserved power of the stockholders to amend and repeal any By-Laws adopted by the Board of Directors.

     SEVENTH: Unless and except to the extent that the By-Laws shall so require, the election of directors of the Corporation need not be by written ballot.

     EIGHTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on application in a summary way of this Corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this Corporation under Section 291 of the General Corporation Law of the State of Delaware or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under Section 279 of the General Corporation Law of the State of Delaware, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing, three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

     NINTH: Each person who at any time is or was an officer or director of the Corporation, and is or was threatened to be made a party to any threatened, pending or complete action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was an officer or director of the Corporation, or is or was serving at the request of the Corporation as an officer or director of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified against expenses (including attorneys’ fees) judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with any such action, suit or proceeding to the full extent permitted by Section 145 of the General Corporation Law of the State of Delaware. The foregoing right of indemnification shall in no way be deemed exclusive of any other rights of indemnification to which such officer or director may be entitled under any By-Law, agreement, vote of stockholders or disinterested directors or otherwise.

     TENTH: No person who is or was a director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director unless, and only to the extent that such director is liable (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware or any amendment thereto or successor provision thereto, or (iv) for any transaction from which the director derived an improper personal benefit. This article shall not eliminate or limit the liability or a director for any act or omission occurring prior to the date when this article becomes effective. No amendment to, repeal or adoption of any provision of the certificate of incorporation inconsistent with this article shall apply to or have any effect on the liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment, repeal, or adoption of an inconsistent provision.

     ELEVENTH: Any and all right, title, interest and claim in or to any dividends declared by the Corporation, whether in cash, stock or otherwise, which are unclaimed by the

stockholder entitled thereto for a period of six (6) years after the close of business on the payment date, shall be and be deemed to be extinguished and abandoned, and such unclaimed dividends in the possession of the Corporation, its transfer agents or other agents or depositaries, shall at such time become the absolute property of the Corporation, free and clear of any and all claims of any persons whatsoever.

     TWELFTH: The Conversion shall have the effects set forth in Sections 265 of the General Corporation Law of the State of Delaware and 18-216 of the Delaware Limited Liability Company Act.

     THE UNDERSIGNED, for the purposes of a forming a Corporation under the laws of the State of Delaware, does hereby make and execute this Certificate, and affirm and acknowledge, under penalties of perjury that the facts herein stated are true, and I have accordingly set my hand hereto this 20th day of November, 2006.

/s/ Esther K. Kim

Esther K. Kim
Sole Incorporator

EX-3.42

Exhibit 3.42

PAGE 1

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF “CADBURY SCHWEPPES AMERICAS INVESTMENTS LLC”, FILED IN THIS OFFICE ON THE TWENTIETH DAY OF NOVEMBER, A.D. 2006, AT 9:47 O’CLOCK A.M.

		/s/ Harriet Smith Windsor
		Harriet Smith Windsor, Secretary of State
4254394    8100		AUTHENTICATION:	5209330
061062804		DATE:	11-20-06

State of Delaware

Secretary of State

Division of Corporations

Delivered 09:47 AM 11/20/2006

FILED 09:47 AM 11/20/2006

SRV 061062804 – 4254394 FILE

CERTIFICATE OF FORMATION

OF

CADBURY SCHWEPPES AMERICAS INVESTMENTS LLC

     This Certificate of Formation of Cadbury Schweppes Americas Investments LLC, dated November 20, 2006, is executed and filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act. The undersigned certifies as follows:

     FIRST: The name of the limited liability company formed hereby is Cadbury Schweppes Americas Investments LLC (the “Company”).

     SECOND: The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

     THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first written above.

/s/ Esther K. Kim

Esther K. Kim

Authorized Person

EX-3.43

Exhibit 3.43

PAGE 1

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF CONVERSION OF A DELAWARE LIMITED LIABILITY COMPANY UNDER THE NAME OF “CADBURY SCHWEPPES AMERICAS INVESTMENTS LLC” TO A DELAWARE CORPORATION, CHANGING ITS NAME FROM “CADBURY SCHWEPPES AMERICAS INVESTMENTS LLC” TO “CADBURY SCHWEPPES AMERICAS INVESTMENTS INC.”, FILED IN THIS OFFICE ON THE TWENTIETH DAY OF NOVEMBER, A.D. 2006, AT 1:58 O’CLOCK P.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

4254394     8100V

061064699 /s/ Harriet Smith Windsor
Harriet Smith Windsor, Secretary of State
AUTHENTICATION: 5212011

                    DATE: 11-20-06

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:58 PM 11/20/2006

FILED 01:58 PM 11/20/2006

SRV 061064699 – 4254394 FILE

CERTIFICATE OF CONVERSION TO CORPORATION

OF

CADBURY SCHWEPPES AMERICAS INVESTMENTS LLC

     This Certificates of Conversion to Corporation, dated November 20, 2006, is executed and filed by the undersigned to convert Cadbury Schweppes Americas Investments LLC, a Delaware limited liability company, into a corporation under the General Corporation Law of the State of Delaware (the “Company”). The undersigned certifies as follows:

     FIRST: The original Certificate of Formation of Cadbury Schweppes Americas Investments LLC was filed with the Delaware Secretary of State on November 20, 2006.

     SECOND: The name of the Company immediately prior to the filing of this Certificate of Conversion to Corporation is Cadbury Schweppes Americas Investments LLC.

     THIRD: The name of the Company, as set forth in the certificate of incorporation field concurrently herewith, is Cadbury Schweppes Americas Investments Inc.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Conversion to Corporation as of the date first written above.

CADBURY SCHWEPPES AMERICAS INVESTMENTS LLC
By:	/s/ W. J. Langeveld
	Name:	W. J. Langeveld
	Title:	Authorized Person

EX-3.44

Exhibit 3.44

PAGE 1

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “CADBURY SCHWEPPES AMERICAS INVESTMENTS INC. ”, CHANGING ITS NAME FROM “CADBURY SCHWEPPES AMERICAS INVESTMENTS INC. ” TO “DPS AMERICAS BEVERAGES INVESTMENTS, INC. ”, FILED IN THIS OFFICE ON THE SEVENTH DAY OF MAY, A.D. 2008, AT 4:12 O’CLOCK P.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

		/s/ Harriet Smith Windsor
		Harriet Smith Windsor, Secretary of State
4254394    8100		AUTHENTICATION:	6576699
080516164		DATE:	05-08-08

You may verify this certificate online
at corp.delaware.gov/authver.shtml

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:23 PM 05/07/2008

FILED 04:12 PM 05/07/2008

SRV 080516164 – 4254394 FILE

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

CADBURY SCHWEPPES AMERICAS INVESTMENTS INC.

     Cadbury Schweppes Americas Investments Inc., a Delaware corporation (the “Corporation”), hereby certifies that the amendment set forth below to the Corporation’s Certificate of Incorporation was duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware:

FIRST: Article FIRST is amended to read in its entirety as follows:

     “FIRST: The name of the corporation (hereinafter called the “Corporation”) is DPS Americas Beverages Investments, Inc. The Corporation is being incorporated in connection with the conversion of Cadbury Schweppes Americas Investments LLC to a corporation (the “Conversion”), and is being filed simultaneously with the Certificate of Conversion of Cadbury Schweppes Americas Investments LLC to the Corporation.”

     IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by its duly authorized officer, on this 7th day of May, 2008.

CADBURY SCHWEPPES AMERICAS INVESTMENTS INC.
By:	/s/ Arthur Swanson
Name:	Arthur Swanson
Office:	Vice President & Assistant Secretary

EX-3.45

Exhibit 3.45

Certificate of Assistant Secretary

     I, Wayne R. Lewis, in my capacity as Assistant Secretary of DPS Americas Beverages Investments, Inc., a Delaware corporation (the “Corporation”), am delivering this Certificate of Assistant Secretary to certify that the Corporation was formerly known as Cadbury Schweppes Americas Investments, Inc. (“Former Name”) and the Bylaws attached hereto in the Former Name continue to be the Bylaws of the Corporation.

     IN WITNESS WHEREOF, I have set my hand to this Certificate as of the 18^th day of November, 2008.

DPS AMERICAS BEVERAGES INVESTMENTS, INC. a Delaware corporation
By:	/s/ Wayne R. Lewis
	Wayne R. Lewis
	Assistant Secretary

State of Texas	§
	§
County of Collin	§

     This instrument was acknowledged before me on this 18^th day of November 2008, by Wayne R. Lewis, Assistant Secretary of DPS Americas Beverages Investments, Inc., a Delaware corporation, on behalf of said corporation.

/s/ Janet L. Barrett  

Janet L. Barrett 

Notary Public in and for the State of Texas 

BY-LAWS

OF

CADBURY SCHWEPPES AMERICAS INVESTMENTS INC.

ARTICLE I

Stockholders.

     SECTION 1. Annual Meeting. The annual meeting of the stockholders of the Corporation shall be held in the Netherlands on such date and at such time as may be designated by the Board of Managing Directors, for the purpose of electing Managing Directors and for the transaction of such other business as may be properly brought before the meeting.

     SECTION 2. Special Meetings. Except as otherwise provided in the Certificate of Incorporation, a special meeting of the stockholders of the Corporation may be called at any time by the Board of Managing Directors, the Chairman or the President. Any special meeting of the stockholders shall be held in the Netherlands on such date and at such time as the Board of Managing Directors or the officer calling the meeting may designate. At a special meeting of the stockholders, no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting unless all of the stockholders are present in person or by proxy, in which case any and all business may be transacted at the meeting even though the meeting is held without notice.

     SECTION 3. Notice of Meetings. Except as otherwise provided in these By-Laws or by law, a written notice of each meeting of the stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder of the Corporation entitled to vote at such meeting at his or her address as it appears on the records of the

Corporation. The notice shall state the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

     SECTION 4. Quorum. At any meeting of the stockholders, the holders of a majority in number of the total outstanding shares of stock of the Corporation entitled to vote at such meeting, present in person or represented by proxy, shall constitute a quorum of the stockholders for all purposes, unless the representation of a larger number of shares shall be required by law, by the Certificate of Incorporation or by these By-Laws, in which case the representation of the number of shares so required shall constitute a quorum; provided that at any meeting of the stockholders at which the holders of any class of stock of the Corporation shall be entitled to vote separately as a class, the holders of a majority in number of the total outstanding shares of such class, present in person or represented by proxy, shall constitute a quorum for purposes of such class vote unless the representation of a larger number of shares of such class shall be required by law, by the Certificate of Incorporation or by these By-Laws.

     SECTION 5. Adjourned Meetings. Whether or not a quorum shall be present in person or represented at any meeting of the stockholders, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at such meeting may adjourn from time to time; provided, however, that if the holders of any class of stock of the Corporation are entitled to vote separately as a class upon any matter at such meeting, any adjournment of the meeting in respect of action by such class upon such matter shall be determined by the holders of a majority of the shares of such class present in person or represented by proxy and entitled to vote at such meeting. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the stockholders, or the holder of any class of stock entitled to vote separately as a class, as the case may be, may transact any business which might have been transacted by them at the

2

original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting.

     SECTION 6. Organization. The Chairman or, in the absence of the Chairman, the President or a Vice President shall call all meetings of the stockholders to order, and shall act as Chairman of such meetings. In the absence of the Chairman, the President and all of the Vice Presidents, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at such meeting shall elect a Chairman of the meeting.

     The Secretary of the Corporation shall act as Secretary of all meetings of the stockholders; but in the absence of the Secretary, the Chairman of the meeting may appoint any person to act as Secretary of the meeting. It shall be the duty of the Secretary to prepare and make, at least ten days before every meeting of stockholders, a complete list of stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting or, if not so specified, at the place where the meeting is to be held, for the ten days next preceding the meeting, to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, and shall be produced and kept at the time and place of the meeting during the whole time thereof and subject to the inspection of any stockholder who may be present.

     SECTION 7. Voting. Except as otherwise provided in the Certificate of Incorporation or by law, each stockholder shall be entitled to one vote for each share of the capital stock of the Corporation registered in the name of such stockholder upon the books of the Corporation. Each

3

stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. When directed by the presiding officer or upon the demand of any stockholder, the vote upon any matter before a meeting of stockholders shall be by ballot. Except as otherwise provided by law or by the Certificate of Incorporation, Managing Directors shall be elected by a plurality of the votes cast at a meeting of stockholders by the stockholders entitled to vote in the election and, whenever any corporate action, other than the election of Managing Directors is to be taken, it shall be authorized by a majority of the votes cast at a meeting of stockholders by the stockholders entitled to vote thereon.

     Shares of the capital stock of the Corporation belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes.

     SECTION 8. Inspectors. When required by law or directed by the presiding officer or upon the demand of any stockholder entitled to vote, but not otherwise, the polls shall be opened and closed, the proxies and ballots shall be received and taken in charge, and all questions touching the qualification of voters, the validity of proxies and the acceptance or rejection of votes shall be decided at any meeting of the stockholders by two or more inspectors who may be appointed by the Board of Managing Directors before the meeting, or if not so appointed, shall be appointed by the presiding officer at the meeting. If any person so appointed fails to appear or act, the vacancy may be filled by appointment in like manner.

     SECTION 9. Consent of Stockholders in Lieu of Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken or which may be taken at any

4

annual or special meeting of the stockholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of any such corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE II

Board of Managing Directors

     SECTION 1. General. The Board of Managing Directors shall constitute a ‘board of directors’ of the Corporation, and each Managing Director shall constitute a ‘director’ of the Corporation, as such terms are defined in Section 141 of the General Corporation Law of the State of Delaware. The Board of Managing Directors shall be authorized to represent the Corporation and any two officers, acting jointly, shall also be authorized to represent the Corporation.

     SECTION 2. Number and Term of Office. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Managing Directors, none of whom need be stockholders of the Corporation. The number of Managing Directors constituting the Board of Managing Directors shall be fixed from time to time by resolution passed by a majority of the Board of Managing Directors. The Managing Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected at the annual meeting of stockholders, and shall hold office until their respective successors are elected and qualified or until their earlier resignation or removal.

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     SECTION 3. Removal, Vacancies and Additional Managing Directors. The stockholders may, at any special meeting the notice of which shall state that it is called for that purpose, remove, with or without cause, any Managing Director and fill the vacancy; provided that whenever any Managing Director shall have been elected by the holders of any class of stock of the Corporation voting separately as a class under the provisions of the Certificate of Incorporation, such Managing Director may be removed and the vacancy filled only by the holders of that class of stock voting separately as a class. Vacancies caused by any such removal and not filled by the stockholders at the meeting at which such removal shall have been made, or any vacancy caused by the death or resignation of any Managing Director or for any other reason, and any newly created directorship resulting from any increase in the authorized number of Managing Directors, may be filled by the affirmative vote of a majority of the Managing Directors then in office, although less than a quorum, and any Managing Director so elected to fill any such vacancy or newly created directorship shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.

     When one or more Managing Directors shall resign effective at a future date, a majority of the Managing Directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each Managing Director so chosen shall hold office as herein provided in connection with the filling of other vacancies.

     SECTION 4. Place of Meeting. All meetings of the Board of Managing Directors shall be held in such place or places in the Netherlands as the Board from time to time shall determine.

     SECTION 5. Regular Meetings. Regular meetings of the Board of Managing Directors shall be held at such times and places in the Netherlands as the Board from time to time by resolution shall determine. No notice shall be required for any regular meeting of the Board of

6

Managing Directors; but a copy of every resolution fixing or changing the time or place of regular meetings shall be mailed to every Managing Director at least five days before the first meeting held in pursuance thereof.

     SECTION 6. Special Meetings. Special meetings of the Board of Managing Directors shall be held in the Netherlands whenever called by direction of the President or by any two of the Managing Directors then in office.

     Notice of the day, hour and place of holding of each special meeting shall be given by mailing the same at least two days before the meeting or by causing the same to be transmitted by facsimile, electronic mail, telegram or telephone at least one day before the meeting to each Managing Director. Unless otherwise indicated in the notice thereof, any and all business other than an amendment of these By-Laws may be transacted at any special meeting, and an amendment of these By-Laws may be acted upon if the notice of the meeting shall have stated that the amendment of these By-Laws is one of the purposes of the meeting. At any meeting at which every Managing Director shall be present, even though without any notice, any business may be transacted, including the amendment of these By-Laws. Special meetings shall not be held in the United Kingdom.

     SECTION 7. Quorum. Subject to the provisions of Section 3 of this Article II, a majority of the members of the Board of Managing Directors in office shall constitute a quorum for the transaction of business and the vote of the majority of the Managing Directors present at any meeting of the Board of Managing Directors at which a quorum is present shall be the act of the Board of Managing Directors. If at any meeting of the Board of Managing Directors there is less than a quorum present, a majority of those present may adjourn the meeting from time to time.

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     SECTION 8. Organization. The Chairman shall preside at all meetings of the Board of Managing Directors. In the absence of the Chairman, a Chairman of the meeting shall be elected from the Managing Directors present. The Secretary of the Corporation shall act as Secretary of all meetings of the Managing Directors; but in the absence of the Secretary, the Chairman of the meeting may appoint any person to act as Secretary of the meeting.

     SECTION 9. Committees. The Board of Managing Directors may designate one or more committees, each committee to consist of one or more of the Managing Directors of the Corporation. The Board of Managing Directors may designate one or more Managing Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Managing Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board of Managing Directors in the management of the business and the affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to approving or adopting, or recommending to the stockholders, any action or matter expressly required by law to be submitted to stockholders for approval, or adopting, amending or repealing these By-laws.

     SECTION 10. Conference Telephone Meetings. Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, the members of the Board of Managing Directors or any committee designated by the Board, may participate in a meeting of the Board of Managing Directors or such committee, as the case may be, by means of conference telephone

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or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

     SECTION 11. Consent of Managing Directors or Committee in Lieu of Meeting. Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, any action required or permitted to be taken at any meeting of the Board of Managing Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing and the writing or writings are filed with the minutes of proceedings of the Board or committee, as the case may be; provided, however, that such consent shall not be executed in the United Kingdom.

ARTICLE III

Officers

     SECTION 1. Officers. The officers of the Corporation shall be a Chairman, a President, one or more Vice Presidents, a Secretary and a Treasurer, and such additional officers, if any, as shall be elected by the Board of Managing Directors pursuant to the provisions of Section 6 of this Article III. The Chairman, the President, one or more Vice Presidents, the Secretary and the Treasurer shall be elected by the Board of Managing Directors at its first meeting after each annual meeting of the stockholders. The failure to hold such election shall not of itself terminate the term of office of any officer. All officers shall hold office at the pleasure of the Board of Managing Directors. Any officer may resign at any time upon written notice to the Corporation. Officers may, but need not, be Managing Directors. Any number of offices may be held by the same person.

     All officers, agents and employees shall be subject to removal, with or without cause, at any time by the Board of Managing Directors. The removal of an officer without cause shall be

9

without prejudice to his or her contract rights, if any. The election or appointment of an officer shall not of itself create contract rights. All agents and employees other than officers elected by the Board of Managing Directors shall also be subject to removal, with or without cause, at any time by the officers appointing them.

     Any vacancy caused by the death, resignation or removal of any officer, or otherwise, may be filled by the Board of Managing Directors, and any officer so elected shall hold office at the pleasure of the Board of Managing Directors.

     In addition to the powers and duties of the officers of the Corporation as set forth in these By-Laws, the officers shall have such authority and shall perform such duties as from time to time may be determined by the Board of Managing Directors.

     SECTION 2. Powers and Duties of the President. The President shall, subject to the control of the Board of Managing Directors, shall have general charge and control of all its business and affairs and shall have all powers and shall perform all duties incident to the office of President. The President shall have such powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Managing Directors.

     SECTION 3. Powers and Duties of the Vice Presidents. Each Vice President shall have all powers and shall perform all duties incident to the office of Vice President and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Managing Directors, the Chairman or the President.

     SECTION 4. Powers and Duties of the Secretary. The Secretary shall keep the minutes of all meetings of the Board of Managing Directors and the minutes of all meetings of the stockholders in books provided for that purpose. The Secretary shall attend to the giving or

10

serving of all notices of the Corporation; shall have custody of the corporate seal of the Corporation and shall affix the same to such documents and other papers as the Board of Managing Directors, the Chairman or the President shall authorize and direct; shall have charge of the stock certificate books, transfer books and stock ledgers and such other books and papers as the Board of Managing Directors, the Chairman or the President shall direct, all of which shall at all reasonable times be open to the examination of any Managing Director, upon application, at the office of the Corporation during business hours. The Secretary shall have all powers and shall perform all duties incident to the office of Secretary and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Managing Directors, the Chairman or the President.

     SECTION 5. Powers and Duties of the Treasurer. The Treasurer shall have custody of, and when proper shall pay out, disburse or otherwise dispose of, all funds and securities of the Corporation. The Treasurer may endorse on behalf of the Corporation for collection checks, notes and other obligations and shall deposit the same to the credit of the Corporation in such bank or banks or depositary or depositaries as the Board of Managing Directors may designate; shall sign all receipts and vouchers for payments made to the Corporation; shall enter or cause to be entered regularly in the books of the Corporation kept for the purpose full and accurate accounts of all moneys received or paid or otherwise disposed of and whenever required by the Board of Managing Directors, the Chairman or the President shall render statements of such accounts. The Treasurer shall, at all reasonable times, exhibit the books and accounts to any Managing Director of the Corporation upon application at the office of the Corporation during business hours; and shall have all powers and shall perform all duties incident of the office of Treasurer and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Managing Directors or the President.

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     SECTION 6. Additional Officers. The Board of Managing Directors may from time to time elect such other officers (who may but need not be Managing Directors), including a Controller, Assistant Treasurers, Assistant Secretaries and Assistant Controllers, as the Board may deem advisable and such officers shall have such authority and shall perform such duties as may from time to time be assigned by the Board of Managing Directors, the Chairman or the President.

     The Board of Managing Directors may from time to time by resolution delegate to any Assistant Treasurer or Assistant Treasurers any of the powers or duties herein assigned to the Treasurer; and may similarly delegate to any Assistant Secretary or Assistant Secretaries any of the powers or duties herein assigned to the Secretary.

     SECTION 7. Giving of Bond by Officers. All officers of the Corporation, if required to do so by the Board of Managing Directors, shall furnish bonds to the Corporation for the faithful performance of their duties, in such penalties and with such conditions and security as the Board shall require.

     SECTION 8. Voting Upon Stocks. Unless otherwise ordered by the Board of Managing Directors, the Chairman, the President or any Vice President shall have full power and authority on behalf of the Corporation to attend and to act and to vote, or in the name of the Corporation to execute proxies to vote, at any meeting of stockholders of any corporation in which the Corporation may hold stock, and at any such meeting shall possess and may exercise, in person or by proxy, any and all rights, powers and privileges incident to the ownership of such stock. The Board of Managing Directors may from time to time, by resolution, confer like powers upon any other person or persons.

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     SECTION 9. Compensation of Officers. The officers of the Corporation shall be entitled to receive such compensation for their services as shall from time to time be determined by the Board of Managing Directors.

ARTICLE IV

Stock-Seal-Fiscal Year

     SECTION 1. Certificates For Shares of Stock. The certificates for shares of stock of the Corporation shall be in such form, not inconsistent with the Certificate of Incorporation, as shall be approved by the Board of Managing Directors. All certificates shall be signed by the Chairman, the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and shall not be valid unless so signed.

     In case any officer or officers who shall have signed any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates had not ceased to be such officer or officers of the Corporation.

     All certificates for shares of stock shall be consecutively numbered as the same are issued. The name of the person owning the shares represented thereby with the number of such shares and the date of issue thereof shall be entered on the books of the Corporation.

     Except as hereinafter provided, all certificates surrendered to the Corporation for transfer shall be cancelled, and no new certificates shall be issued until former certificates for the same number of shares have been surrendered and cancelled.

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     SECTION 2. Lost, Stolen or Destroyed Certificates. Whenever a person owning a certificate for shares of stock of the Corporation alleges that it has been lost, stolen or destroyed, he or she shall file in the office of the Corporation an affidavit setting forth, to the best of his or her knowledge and belief, the time, place and circumstances of the loss, theft or destruction, and, if required by the Board of Managing Directors, a bond of indemnity or other indemnification sufficient in the opinion of the Board of Managing Directors to indemnify the Corporation and its agents against any claim that may be made against it or them on account of the alleged loss, theft or destruction of any such certificate or the issuance of a new certificate in replacement therefor. Thereupon the Corporation may cause to be issued to such person a new certificate in replacement for the certificate alleged to have been lost, stolen or destroyed. Upon the stub of every new certificate so issued shall be noted the fact of such issue and the number, date and the name of the registered owner of the lost, stolen or destroyed certificate in lieu of which the new certificate is issued.

     SECTION 3. Transfer of Shares. Shares of stock of the Corporation shall be transferred on the books of the Corporation by the holder thereof, in person or by his or her attorney duly authorized in writing, upon surrender and cancellation of certificates for the number of shares of stock to be transferred, except as provided in Section 2 of this Article IV.

     SECTION 4. Regulations. The Board of Managing Directors shall have power and authority to make such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

     SECTION 5. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting or to receive payment of any

14

dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, as the case may be, the Board of Managing Directors may fix, in advance, a record date, which shall not be (i) more than sixty (60) nor less than ten (10) days before the date of such meeting, or (ii) in the case of corporate action to be taken by consent in writing without a meeting, prior to, or more than ten (10) days after, the date upon which the resolution fixing the record date is adopted by the Board of Managing Directors, or (iii) more than sixty (60) days prior to any other action.

     If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Managing Directors is necessary, shall be the day on which the first written consent is delivered to the Corporation; and the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Managing Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Managing Directors may fix a new record date for the adjourned meeting.

     SECTION 6. Dividends. Subject to the provisions of the Certificate of Incorporation, the Board of Managing Directors shall have power to declare and pay dividends upon shares of stock of the Corporation, but only out of funds available for the payment of dividends as provided by law.

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     Subject to the provisions of the Certificate of Incorporation, any dividends declared upon the stock of the Corporation shall be payable on such date or dates as the Board of Managing Directors shall determine. If the date fixed for the payment of any dividend shall in any year fall upon a legal holiday, then the dividend payable on such date shall be paid on the next day not a legal holiday.

     SECTION 7. Corporate Seal. The Board of Managing Directors shall provide a suitable seal, containing the name of the Corporation, which seal shall be kept in the custody of the Secretary. A duplicate of the seal may be kept and be used by any officer of the Corporation designated by the Board of Managing Directors, the Chairman or the President.

     SECTION 8. Fiscal Year. The fiscal year of the Corporation shall be such fiscal year as the Board of Managing Directors from time to time by resolution shall determine.

ARTICLE V

Miscellaneous Provisions.

     SECTION 1. Checks, Notes, Etc. All checks, drafts, bills of exchange, acceptances, notes or other obligations or orders for the payment of money shall be signed and, if so required by the Board of Managing Directors, countersigned by such officers of the Corporation and/or other persons as the Board of Managing Directors from time to time shall designate.

     Checks, drafts, bills of exchange, acceptances, notes, obligations and orders for the payment of money made payable to the Corporation may be endorsed for deposit to the credit of the Corporation with a duly authorized depository by the Treasurer and/or such other officers or persons as the Board of Managing Directors from time to time may designate.

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     SECTION 2. Loans. No loans and no renewals of any loans shall be contracted on behalf of the Corporation except as authorized by the Board of Managing Directors. When authorized to do so, any officer or agent of the Corporation may effect loans and advances for the Corporation from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences of indebtedness of the Corporation. When authorized so to do, any officer or agent of the Corporation may pledge, hypothecate or transfer, as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, any and all stocks, securities and other personal property at any time held by the Corporation, and to that end may endorse, assign and deliver the same. Such authority may be general or confined to specific instances.

     SECTION 3. Contracts. Except as otherwise provided in these By-Laws or by law or as otherwise directed by the Board of Managing Directors, the Chairman, the President or any Vice President shall be authorized to execute and deliver, in the name and on behalf of the Corporation, all agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and the seal of the Corporation, if appropriate, shall be affixed thereto by any of such officers or the Secretary or an Assistant Secretary. The Board of Managing Directors, the Chairman, the President or any Vice President designated by the Board of Managing Directors may authorize any other officer, employee or agent to execute and deliver, in the name and on behalf of the Corporation, agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and, if appropriate, to affix the seal of the Corporation thereto. The grant of such authority by the Board or any such officer may be general or confined to specific instances.

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     SECTION 4. Waivers of Notice. Whenever any notice whatever is required to be given by law, by the Certificate of Incorporation or by these By-Laws to any person or persons, a waiver thereof in writing, signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

     SECTION 5. Principal Office. The principal office of the Corporation shall be located at Telestone 8 – Teleport, Naritaweg 165, Amsterdam, 1043 BW, The Netherlands, or at such place or places in the Netherlands, as from time to time may be determined by the Board of Managing Directors, the Chairman or the President.

ARTICLE VI

Amendments

     These By-Laws and any amendment thereof may be altered, amended or repealed, or new By-Laws may be adopted, by the Board of Managing Directors at any regular or special meeting by the affirmative vote of a majority of all of the members of the Board, provided in the case of any special meeting at which all of the members of the Board are not present, that the notice of such meeting shall have stated that the amendment of these By-Laws was one of the purposes of the meeting; but these By-Laws and any amendment thereof may be altered, amended or repealed or new By-Laws may be adopted by the holders of a majority of the total outstanding stock of the Corporation entitled to vote at any annual meeting or at any special meeting, provided, in the case of any special meeting, that notice of such proposed alteration, amendment, repeal or adoption is included in the notice of the meeting.

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EX-3.46

Exhibit 3.46

PAGE 1

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF “CADBURY SCHWEPPES AMERICAS LLC”, FILED IN THIS OFFICE ON THE TWENTIETH DAY OF NOVEMBER, A.D. 2006, AT 9:47 O’CLOCK A.M.

		/s/ Harriet Smith Windsor
4254407     8100           061062923		Harriet Smith Windsor, Secretary of State AUTHENTICATION: 5209554 DATE: 11-20-06

State of Delaware

Secretary of State

Division of Corporations

Delivered 09:47 AM 11/20/2006

FILED 09:47 AM 11/20/2006

SRV 061062923 - 4254407 FILE

CERTIFICATE OF FORMATION

OF

CADBURY SCHWEPPES AMERICAS LLC

     This Certificate of Formation of Cadbury Schweppes Americas LLC, dated November 20, 2006, is executed and filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act. The undersigned certifies as follows:

     FIRST: The name of the limited liability company formed hereby is Cadbury Schweppes Americas LLC (the “Company”).

     SECOND: The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

     THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first written above.

/s/ Esther K. Kim  

Esther K. Kim 

Authorized Person 

EX-3.47

Exhibit 3.47

PAGE 1

Delaware
The first State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF CONVERSION OF A DELAWARE LIMITED LIABILITY COMPANY UNDER THE NAME OF “CADBURY SCHWEPPES AMERICAS LLC” TO A DELAWARE CORPORATION, CHANGING ITS NAME FROM “CADBURY SCHWEPPES AMERICAS LLC” TO “CADBURY SCHWEPPES AMERICAS INC.”, FILED IN THIS OFFICE ON THE TWENTIETH DAY OF NOVEMBER, A.D. 2006, AT 1:59 O’CLOCK P.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

		/s/ Harriet Smith Windsor
		Harriet Smith Windsor, Secretary of State
4254407   8100V		AUTHENTICATION:	5211029
061064652		DATE:	11-20-06

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:59 PM 11/20/2006

FILED 01:59 PM 11/20/2006

SRV 061064652 – 4254407 FILE

CERTIFICATE OF CONVERSION TO CORPORATION

OF

CADBURY SCHWEPPES AMERICAS LLC

     This Certificate of Conversion to Corporation, dated November 20, 2006, is executed and filed by the undersigned to convert Cadbury Schweppes Americas LLC, a Delaware limited liability company, into a corporation under the General Corporation Law of the State of Delaware (the “Company”). The undersigned certifies as follows:

     FIRST: The original Certificate of Formation of Cadbury Schweppes Americas LLC was filed with the Delaware Secretary of State on November 20, 2006.

     SECOND: The name of the Company immediately prior to the filing of this Certificate of Conversion to Corporation is Cadbury Schweppes Americas LLC.

     THIRD: The name of the Company, as set forth in the certificate of incorporation filed concurrently herewith, is Cadbury Schweppes Americas Inc.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Conversion to Corporation as of the date first written above.

CADBURY SCHWEPPES AMERICAS LLC
By:	/s/ W. J. Langeveld
	Name:	W. J. Langeveld
	Title:	Authorized Person

EX-3.48

Exhibit 3.48

Delaware
The first State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND CORRECT COPY OF CERTIFICATE OF INCORPORATION OF “CADBURY SCHWEPPES AMERICAS INC.” FILED IN THIS OFFICE ON THE TWENTIETH DAY OF NOVEMBER, A.D. 2006, AT 1:59 O’CLOCK P.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

		/s/ Harriet Smith Windsor
		Harriet Smith Windsor, Secretary of State
4254407   8100V		AUTHENTICATION:	5211029
061064652		DATE:	11-20-06

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:59 PM 11/20/2006

FILED 01:59 PM 11/20/2006

SRV 061064652 – 4254407 FILE

CERTIFICATE OF INCORPORATION

OF

CADBURY SCHWEPPES AMERICAS INC.

     The undersigned, a natural person, for the purpose of organizing a corporation under the General Corporation Law of the State of Delaware, hereby certifies that:

     FIRST: The name of the corporation (hereinafter called the “Corporation”) is Cadbury Schweppes Americas Inc. The Corporation is being incorporated in connection with the conversion of Cadbury Schweppes Americas LLC to a corporation (the “Conversion”), and is being filed simultaneously with the Certificate of Conversion of Cadbury Schweppes Americas LLC to the Corporation.

     SECOND: The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, Wilmington, Delaware, County of New Castle 19801. The name of the registered agent, at such address, is The Corporation Trust Company.

     THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

     FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is One Thousand (1,000) shares of Common Stock, par value $0.01 per share (the “Common Stock”). Upon the filing of the Certificate of Conversion of Cadbury Schweppes Americas LLC to the Corporation and this Certificate of Incorporation (the “Effective Time”), the limited liability company interests (“Membership Interests”) in Cadbury Schweppes Americas LLC issued and outstanding immediately prior to the Effective Time will be automatically converted into and exchanged for One Hundred (100) fully paid and nonassessable shares of Common Stock, without any action required on the part of the Corporation or the former holders of Membership Interests.

     FIFTH: The name and the mailing address of the incorporator are as follows:

Name	Mailing Address
Esther K. Kim	Morgan, Lewis & Bockius LLP
	101 Park Avenue
	New York, New York 10178

     SIXTH: The Board of Directors is expressly authorized to adopt, amend or repeal By-Laws, subject to the reserved power of the stockholders to amend and repeal any By-Laws adopted by the Board of Directors.

     SEVENTH: Unless and except to the extent that the By-Laws shall so require, the election of directors of the Corporation need not be by written ballot.

     EIGHTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on application in a summary way of this Corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this Corporation under Section 291 of the General Corporation Law of the State of Delaware or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under Section 279 of the General Corporation Law of the State of Delaware, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing, three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

     NINTH: Each person who at any time is or was an officer or director of the Corporation, and is or was threatened to be made a party to any threatened, pending or complete action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was an officer or director of the Corporation, or is or was serving at the request of the Corporation as an officer or director of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified against expenses (including attorneys’ fees) judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with any such action, suit or proceeding to the full extent permitted by Section 145 of the General Corporation Law of the State of Delaware. The foregoing right of indemnification shall in no way be deemed exclusive of any other rights of indemnification to which such officer or director may be entitled under any By-Law, agreement, vote of stockholders or disinterested directors or otherwise.

     TENTH: No person who is or was a director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director unless, and only to the extent that such director is liable (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware or any amendment thereto or successor provision thereto, or (iv) for any transaction from which the director derived an improper personal benefit. This article shall not eliminate or limit the liability or a director for any act or omission occurring prior to the date when this article becomes effective. No amendment to, repeal or adoption of any provision of the certificate of incorporation inconsistent with this article shall apply to or have any effect on the liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment, repeal, or adoption of an inconsistent provision.

     ELEVENTH: Any and all right, title, interest and claim in or to any dividends declared by the Corporation, whether in cash, stock or otherwise, which are unclaimed by the

stockholder entitled thereto for a period of six (6) years after the close of business on the payment date, shall be and be deemed to be extinguished and abandoned, and such unclaimed dividends in the possession of the Corporation, its transfer agents or other agents or depositaries, shall at such time become the absolute property of the Corporation, free and clear of any and all claims of any persons whatsoever.

     TWELFTH: The Conversion shall have the effects set forth in Sections 265 of the General Corporation Law of the State of Delaware and 18-216 of the Delaware Limited Liability Company Act.

     THE UNDERSIGNED, for the purposes of a forming a Corporation under the laws of the State of Delaware, does hereby make and execute this Certificate, and affirm and acknowledge, under penalties of perjury that the facts herein stated are true, and I have accordingly set my hand hereto this 20th day of November, 2006.

/s/ Esther K. Kim

Esther K. Kim

Sole Incorporator

EX-3.49

Exhibit 3.49

PAGE 1

    Delaware   

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “CADBURY SCHWEPPES AMERICAS INC. ”, FILED IN THIS OFFICE ON THE TWENTY-NINTH DAY OF APRIL, A.D. 2008, AT 1:36 O’CLOCK P.M.

		/s/ Harriet Smith Windsor
4254407      8100      081124925		Harriet Smith Windsor, Secretary of State AUTHENTICATION: 6972863 DATE: 11-18-08
You may verify this certificate online at corp.delaware.gov/authver.shtml

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:35 PM 04/29/2008

FILED 01:36 PM 04/29/2008

SRV 080482387 — 4254407 FILE

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

CADBURY SCHWEPPES AMERICAS INC.

          Cadbury Schweppes Americas Inc., a Delaware corporation (the “Corporation”), hereby certifies that the amendment set forth below to the Corporation’s Certificate of Incorporation was duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware:

FIRST: Article FOURTH is amended to read in its entirety as follows:

“FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is Ten Thousand (10,000) shares of Common Stock, par value $0.01 per share (the “Common Stock”).”

          IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by its duly authorized officer, on this 23rd day of April, 2008.

CADBURY SCHWEPPES AMERICAS INC.
By:	/s/ D. W. Grofts
	Name:	D.W. Grofts
	Title Secretary and Treasurer
By:	/s/ J. Vlaanderen
	Name:	J. Vlaanderen
	Title:	Vice President

EX-3.50

Exhibit 3.50

PAGE 1

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF CONVERSION OF A DELAWARE CORPORATION UNDER THE NAME OF “CADBURY SCHWEPPES AMERICAS INC.” TO A DELAWARE LIMITED LIABILITY COMPANY, CHANGING ITS NAME FROM “CADBURY SCHWEPPES AMERICAS INC.” TO “CADBURY SCHWEPPES AMERICAS LLC”, FILED IN THIS OFFICE ON THE SEVENTH DAY OF MAY, A.D. 2008, AT 11:27 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF CONVERSION IS THE SEVENTH DAY OF MAY, A.D. 2008, AT 11:59 O’CLOCK P.M.

          4254407     8100V

          080513140
You may verify this certificate online
at corp.delaware.gov/authver.shtml
/s/ Harriet Smith Windsor Harriet Smith Windsor, Secretary of State
AUTHENTICATION: 6573951          

               DATE: 05-07-08

CERTIFICATE OF CONVERSION TO LIMITED LIABILITY COMPANY

OF

CADBURY SCHWEPPES AMERICAS INC.

     This Certificate of Conversion to Limited Liability Company, dated May 7, 2008, is executed and filed by the undersigned to convert Cadbury Schweppes Americas Inc., a Delaware corporation (the “Company”), into a limited liability company pursuant to Section 18-214 of the Delaware Limited Liability Company Act. The undersigned certifies as follows:

     FIRST: The Company was formed as a limited liability company by the filing of a Certificate of Formation with the Delaware Secretary of State on November 20, 2006 under the name Cadbury Schweppes Americas LLC. A Certificate of Conversion changing the name of the Company from Cadbury Schweppes Americas LLC to Cadbury Schweppes Americas Inc., together with a Certificate of Incorporation of the Company, was filed with the Delaware Secretary of State on November 20, 2006.

     SECOND: The name of the corporation immediately prior to the filing of this Certificate of Conversion to Limited Liability Company is Cadbury Schweppes Americas Inc.

     THIRD: The name of the Company, as set forth in the certificate of formation of limited liability company filed concurrently herewith, is Cadbury Schweppes Americas LLC.

     FOURTH: The effective time and date of the conversion shall be 11:59 p.m. Eastern Time on May 7, 2008.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Conversion to Limited Liability Company as of the date first written above.

CADBURY SCHWEPPES AMERICAS INC.
By:	/s/ James L. Baldwin
	Name:	James L. Baldwin
	Title:	Executive Vice President & Secretary

EX-3.51

Exhibit 3.51

Delaware
The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND CORRECT COPY OF CERTIFICATE OF FORMATION OF “CADBURY SCHWEPPES AMERICAS LLC” FILED IN THIS OFFICE ON THE SEVENTH DAY OF MAY, A. D. 2008, AT 11:27 O’ CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF FORMATION IS THE SEVENTH DAY OF MAY, A.D. 2008, AT 11:59 O’ CLOCK P.M.

		/s/ Harriet Smith Windsor
		Harriet Smith Windsor, Secretary of State
4254407 8100V 080513140 You may verify this certificate online at corp. delaware. gov/authver.shtml		AUTHENTICATION: DATE:	6573951 05-07-08

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:27 AM 05/07/2008

FILED 11:27 AM 05/07/2008

SRV 080513140 – 4254407 FILE

CERTIFICATE OF FORMATION

OF

CADBURY SCHWEPPES AMERICAS LLC

     This Certificate of Formation of Cadbury Schweppes Americas LLC dated May 7, 2008, is executed and filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act. The undersigned certifies as follows:

     FIRST: The name of the limited liability company formed hereby (hereinafter referred to as the “Company”) is Cadbury Schweppes Americas LLC. The Company is being formed in connection with the conversion of Cadbury Schweppes Americas Inc. to a limited liability company (the “Conversion”), and is being filed simultaneously with the Certificate of Conversion of Cadbury Schweppes Americas Inc. to the Company.

     SECOND: The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

     THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

     FOURTH: The effective time and date of the conversion shall be 11:59 p.m. Eastern Time on May 7, 2008.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first written above.

/s/ James L. Baldwin

James L. Baldwin

Authorized Person

EX-3.52

EXHIBIT 3.52

PAGE 1

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “CADBURY SCHWEPPES AMERICAS LLC”, CHANGING ITS NAME FROM “CADBURY SCHWEPPES AMERICAS LLC” TO “DPS AMERICAS BEVERAGES, LLC”, FILED IN THIS OFFICE ON THE EIGHTH DAY OF MAY, A.D. 2008, AT 2:59 O’CLOCK P.M.

		/s/ Harriet Smith Windsor
4254407      8100      080521381		Harriet Smith Windsor, Secretary of State AUTHENTICATION: 6579858 DATE: 05-09-08
You may verify this certificate online at corp.delaware.gov/authver.shtml

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:00 PM 05/08/2008

FILED 02:59 PM 05/08/2008

SRV 080521381 — 4254407 FILE

CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF FORMATION
OF
CADBURY SCHWEPPES AMERICAS LLC

     FIRST. The name of the limited liability company is Cadbury Schweppes Americas LLC.

     SECOND. The Article “FIRST” of the Certificate of Formation is amended to read in its entirety as follows:

               “FIRST: The name of the limited liability company formed hereby (hereinafter referred to as the “Company”) is DPS Americas Beverages, LLC. The Company is being formed in connection with the conversion of Cadbury Schweppes Americas Inc. to a limited liability company (the “Conversion”), and is being filed simultaneously with the Certificate of Conversion of Cadbury Schweppes Americas Inc. to the Company.”

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment to Certificate of Formation this 8th day of May, 2008.

/s/ James L. Baldwin  

James L. Baldwin 

Authorized Person 

EX-3.53

Exhibit 3.53

LIMITED LIABILITY COMPANY AGREEMENT

OF

DPS AMERICAS BEVERAGES LLC

May 8, 2008

          THE UNDERSIGNED is executing this Limited Liability Company Agreement (this “Agreement”) for the purpose of setting forth certain of the terms and conditions for DPS Americas Beverages LLC, a limited liability company (the “Company”) formed pursuant to the provisions of the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq. (as in effect from time to time, the “Delaware Act”):

          1. Name; Formation.

               (a) The name of the Company is DPS Americas Beverages LLC, or such other name as the Board of Directors may from time to time hereafter designate.

               (b) The Company was formed in connection with the conversion of Cadbury Schweppes Americas Inc. to a limited liability company under the Delaware Act by the execution and filing by an “authorized person,” within the meaning of the Delaware Act, of a certificate of conversion and a certification of formation with the Secretary of State of the State of Delaware, effective as of 11:59 p.m. Eastern Time on May 7, 2008 (the “Conversion”). The execution, delivery and filing of such certificate of formation and certificate of conversion is hereby approved, ratified and confirmed in all respects.

           2. Definitions; Rules of Construction. In addition to terms otherwise defined herein, the following terms are used herein as defined below:

     “Board” or “Board of Directors” means the governance board of the Company consisting of all Directors, as referenced in Section 7.

     “Bylaws” shall mean the Bylaws of the Company as amended from time to time which Bylaws are expressly incorporated herein by reference as part of this Agreement. The initial Bylaws of the Company are attached hereto as Exhibit A and are hereby adopted and approved by the Shareholders.

     “Capital Contribution” means, with respect to any Shareholder, the amount or value of cash (or promissory obligations), property or services contributed by such Shareholder to the Company in accordance with Section 8.

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     “Certificate” means a certificate substantially in the form of Exhibit B to this Agreement issued by the Company that evidences an Interest in the Company.

     “Director” means a member of the Board of Directors as designated in, or selected pursuant to, Section 7. Each Director shall constitute a ‘manager’ of the Company, as such term is defined in Section 18-101 of the Delaware Act.

     “DPSG” means Dr Pepper Snapple Group, Inc., a Delaware corporation.

     “Interest” means the ownership interest of a Shareholder in the Company (which shall be considered personal property for all purposes), consisting of (i) such Shareholder’s interest in distributions of the Company (based, at any time of determination, on the number of Shares owned of record by such Shareholder divided by the number of all then-issued and outstanding Shares), (ii) such Shareholder’s right to vote or grant or withhold consents with respect to Company matters as provided herein or in the Delaware Act and (iii) such Shareholder’s other rights and privileges as provided herein or in the Delaware Act.

     “Shareholders” means DPSG and all other persons or entities admitted as additional or substituted Shareholders pursuant to this Agreement, so long as they remain Shareholders. Reference to a “Shareholder” means any one of the Shareholders. Each Shareholder shall constitute a “member” of the Company, as such term is defined in Section 18-101 of the Delaware Act.

     “Shares” means the units into which Interests in the Company shall be divided, which term may include fractions of Shares as well as whole Shares. The Shares shall be designated Common Stock, par value $0.01 per share. The Company shall be authorized to issue 10,000 shares. All Shares issued hereunder shall be fully paid, non-assessable and non-redeemable.

          Words used herein, regardless of the number and gender used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires.

          3. Purpose. The purposes and powers of the Company shall be to engage in any lawful act or activity that may be engaged in by a limited liability company formed under the Delaware Act, as such businesses or other activities may be determined by the Board of Directors from time to time.

          4. Offices.

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               (a) The principal office of the Company, and such additional offices as the Board of Directors may determine to establish, shall be located at such place or places inside or outside of the United States as the Board of Directors may designate from time to time.

               (b) The registered office of the Company in the State of Delaware is located at 1209 Orange Street, Wilmington, Delaware 19801. The registered agent of the Company for service of process at such address is The Corporation Trust Company. Such registered office or registered agent may be changed by the Board of Directors from time to time.

          5. Shareholders. The name and business, mailing or residence address of each Shareholder of the Company are as set forth on Schedule I, as the same may be amended by the Board from time to time to reflect the addition, substitution or resignation of Shareholders in accordance with the terms of this Agreement.

          6. Term. The term of the Company shall be perpetual unless the Company is dissolved and terminated in accordance with Section 15.

          7. Management of the Company.

               (a) Subject to the delegation of rights and powers as provided for herein and in the Bylaws, the Board of Directors shall have the sole right to manage the business of the Company and shall have all powers and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the Company. No Shareholder, by reason of its status as such, shall have any authority to act for or bind the Company or otherwise take part in the management of the Company, but shall have only the right to vote on or approve the actions specified herein or in the Delaware Act (or hereafter specified by the Board of Directors) to be voted on or approved or determined by the Shareholders. At any time that there is only one Shareholder, any and all action provided for herein or in the Bylaws to be taken or approved by the “Shareholders” shall be taken or approved by the sole Shareholder.

               (b) The Company shall have such officers as are provided for in the Bylaws, and such officers shall be elected and removed in accordance with the Bylaws. The names and titles of the initial officers of the Company are identified on Schedule II. The Board of Directors may appoint, employ, or otherwise contract with such other persons or entities for the transaction of the business of the Company or the performance of services for or on behalf of the Company as it shall determine in its sole discretion. The Board of Directors may delegate to any officer of the Company or to any such other person or entity such authority to act on behalf of the Company as the Board of Directors may from time to time deem appropriate in its sole discretion (which delegated authority may be set forth in the Bylaws, in resolutions adopted by the Board or otherwise as determined by the Board). The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Board of Directors.

               (c) Except as otherwise provided by the Board of Directors or in the Bylaws, when the taking of any of the following described actions has been authorized by the Board of Directors, any Director or officer of the Company, or any other person specifically authorized by the Board of Directors, may execute any contract or other agreement or document

3

on behalf of the Company and may execute on behalf of the Company and file with the Secretary of State of the State of Delaware any certificates or filings provided for in the Delaware Act.

               (d) The Board of Directors shall consist of five (5) Directors or such other number as the Board of Directors shall determine. The Board of Directors shall be composed of the individuals identified on Schedule III, as the same shall be amended by the Board from time to time to reflect changes in the membership of the Board of Directors in accordance with terms of this Agreement.

               (e) Vacancies on the Board of Directors from whatever cause shall be filled by the remaining Directors, or, if there be none, by the Shareholders. Directors shall serve for a term of one (1) year and thereafter until their respective successors are duly elected by the Shareholders or until their earlier death, retirement, incapacity or removal. Directors can be removed with or without cause by a vote of the Shareholders. Determinations to be made by the Directors in connection with the conduct of the business of the Company shall be made in the manner provided in the Bylaws, unless otherwise specifically provided herein.

          8. Capital Contributions; Administrative Matters; Certificates

               (a) Following the Conversion each issued and outstanding share of common stock, par value $0.01 per share of Cadbury Schweppes Americas Inc. will be exchanged for one Share. Except as otherwise agreed by all Shareholders, DPSG has no right or obligation to make any capital contributions to the Company. Any other persons or entities hereafter admitted as Shareholders of the Company shall make such contributions of cash (or promissory obligations), property or services to the Company as shall be determined by the Board of Directors at the time of each such admission.

               (b) (i) Each Shareholder’s Interest in the Company shall be evidenced by a Certificate. Each Certificate shall be executed by the President or any Vice President and the Secretary or any Assistant Secretary (or other persons designated by the Board of Directors or in the Bylaws).

                    (ii) The Company shall keep or cause to be kept a register in which, subject to such regulations as the Board of Directors may adopt, the Company will provide for the registration of Shares and the registration of transfers of Shares. The Board of Directors shall maintain such register and provide for such registration. Upon surrender for registration of transfer of any Certificate, and subject to the further provisions of this Section 8(b) and the limitations on transfer contained elsewhere in this Agreement or in the Bylaws, the Company will cause the execution, in the name of the registered holder or the designated transferee, of one or more new Certificates, evidencing the same aggregate number of Shares as did the Certificate surrendered. Every Certificate surrendered for registration of transfer shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Board of Directors duly executed, by the registered holder thereof or such holder’s authorized attorney.

                    (iii) The Company shall issue a new Certificate in place of any Certificate previously issued if the record holder of the Certificate (A) makes proof by affidavit,

4

in form and substance satisfactory to the Board of Directors, that a previously issued Certificate has been lost, destroyed or stolen, (B) requests the issuance of a new Certificate before the Company has received notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim, (C) if requested by the Board of Directors, delivers to the Company a bond, in form and substance satisfactory to the Board of Directors, with such surety or sureties and with fixed or open liability as the Board of Directors may direct, to indemnify the Company, as registrar, against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate, and (D) satisfies any other reasonable requirements imposed by the Board of Directors.

                    (iv) A Share in the Company evidenced by a Certificate shall constitute a security for all purposes of Article 8 of the Uniform Commercial Code promulgated by the National Conference of Commissioners on Uniform State Laws, as in effect in Delaware or any other applicable jurisdiction. Delaware law shall constitute the local law of the Company’s jurisdiction in its capacity as the issuer of Shares.

          9. Assignments of Interests.

               (a) The Shares shall be freely transferable.

               (b) The Board of Directors shall amend Schedule I from time to time to reflect transfers made in accordance with, and as permitted under, this Section 9. Any purported transfer of Shares in violation of this Section 9 shall be null and void and shall not be recognized by the Company.

          10. Resignation. No Shareholder shall have the right to resign from the Company except with the consent of all of the other Shareholders and upon such terms and conditions as may be specifically agreed upon between such other Shareholders and the resigning Shareholder. The provisions hereof with respect to distributions upon resignation are exclusive and no Shareholder shall be entitled to claim any further or different distribution upon resignation under Section 18-604 of the Delaware Act or otherwise.

          11. Additional Shareholders. The Board of Directors shall have the right to admit additional Shareholders upon such terms and conditions, at such time or times, and for such Capital Contributions as shall be determined by the Board of Directors; and in connection with any such admission, the Board of Directors shall amend Schedule I hereof to reflect the name, address and Capital Contribution of the additional Shareholder and the number of Shares issued to the additional Shareholder in respect of its Capital Contribution.

          12. Distributions. Distributions of cash or other assets of the Company shall be made at such times and in such amounts as the Board of Directors may determine. Distributions shall be made to Shareholders pro rata based on the number of Shares owned by each.

          13. Return of Capital. No Shareholder or Director shall have any liability for the return of any Shareholder’s Capital Contribution which Capital Contribution shall be payable

5

solely from the assets of the Company at the absolute discretion of the Board of Directors, subject to the requirements of the Delaware Act.

          14. Title to Company Property. All property owned by the Company, whether real or personal, tangible or intangible, shall be deemed to be owned by the Company, and no Shareholder, individually, shall have any interest in such property.

          15. Dissolution. The Company shall be dissolved and its affairs wound up and terminated upon the first to occur of the following:

               (a) The determination of all of the Shareholders to dissolve the Company; or

               (b) The occurrence of any event causing a dissolution of the Company under Section 18-801 of the Delaware Act, unless the Company is continued as permitted under the Delaware Act.

          16. Winding up of the Company. If the Company is dissolved pursuant to Section 15, the Directors, or if there is no remaining Director, such person as is designated by the Shareholders (the remaining Directors or such person being herein referred to as the “Liquidator”), shall proceed to wind up the business and affairs of the Company in accordance with the requirements of the Delaware Act. A reasonable amount of time shall be allowed for the period of winding up in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Company assets. This Agreement shall remain in full force and effect and continue to govern the rights and obligations of the Shareholders and Directors and the conduct of the Company during the period of winding up the Company’s affairs. The Liquidator, if other than a Director, shall have and may exercise, without further authorization or consent of Shareholders, all of the powers conferred upon the Directors under the terms of this Agreement to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company. The Liquidator shall liquidate the assets of the Company, and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:

               (a) to creditors, including Shareholders who are creditors, to the extent otherwise permitted by law, in satisfaction of the liabilities of the Company (whether by payment or by the establishment of reserves of cash or other assets of the Company for contingent liabilities in amounts, if any, determined by the Liquidator to be appropriate for such purposes), other than liabilities for distributions to Shareholders and former Shareholders under Sections 18-601 or 18-604 of the Delaware Act;

               (b) to Shareholders and former Shareholders in satisfaction of liabilities for distributions under 18-601 or 18-604 of the Delaware Act; and

               (c) to the Shareholders pro rata based on the number of shares owned by each.

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          17. Distributions in Kind. Notwithstanding the provisions of Section 16 which require the liquidation of the assets of the Company, if on dissolution of the Company, the Liquidator determines that a prompt sale of part or all of the Company’s assets would be impractical or would cause undue loss to the value of Company assets, the Liquidator may defer for a reasonable time (up to three (3) years) the liquidation of any assets, except those necessary to timely satisfy liabilities of the Company (other than those to Shareholders), and/or may distribute to the Shareholders, in lieu of cash, as tenants in common undivided interests in such Company assets as the Liquidator deems not suitable for liquidation. Any such in-kind distributions shall be made in accordance with the priorities referenced in Section 16 as if cash equal to the fair market value of the distributed assets were being distributed. Any such distributions in kind shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any joint operating agreements or other agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable methods of valuation as it may adopt.

          18. Cancellation of Certificate of Formation. Upon the completion of the distribution of Company property as provided in Sections 16 and 17, the Company shall be terminated, and the Liquidator shall cause the cancellation of the Certificate of Formation and all qualifications of the Company as a foreign limited liability company and shall take such other actions as may be necessary to terminate the Company.

          19. Limitation of Liability. The debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Shareholder, Director or officer of the Company shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Shareholder, Director and/or officer.

          20. Standard of Care; Indemnification of Directors, Officers, Employees and Agents.

               (a) No Director or officer of the Company shall have any personal liability whatsoever to the Company or any Shareholder on account of such Director’s or officer’s status as a Director or officer or by reason of such Director’s or officer’s acts or omissions in connection with the conduct of the business of the Company; provided, however, that nothing contained herein shall protect any Director or officer against any liability to the Company or the Shareholders to which such Director or officer would otherwise be subject by reason of (i) any act or omission of such Director or officer that involves actual fraud or willful misconduct or (ii) any transaction from which such Director or officer derived improper personal benefit.

               (b) The Company shall indemnify and hold harmless each Director and officer and the affiliates of any Director or officer (each an “Indemnified Person”) against any and all losses, claims, damages, expenses and liabilities (including, but not limited to, any investigation, legal and other reasonable expenses incurred in connection with, and any amounts paid in settlement of, any action, suit, proceeding or claim) of any kind or nature whatsoever that

7

such Indemnified Person may at any time become subject to or liable for by reason of the formation, operation or termination of the Company, or the Indemnified Person’s acting as a Director or officer under this Agreement, or the authorized actions of such Indemnified Person in connection with the conduct of the affairs of the Company (including, without limitation, indemnification against negligence, gross negligence or breach of duty); provided, however, that no Indemnified Person shall be entitled to indemnification if and to the extent that the liability otherwise to be indemnified for results from (i) any act or omission of such Indemnified Person that involves actual fraud or willful misconduct or (ii) any transaction from which such Indemnified Person derived improper personal benefit. The indemnities hereunder shall survive termination of the Company. Each Indemnified Person shall have a claim against the property and assets of the Company for payment of any indemnity amounts from time to time due hereunder, which amounts shall be paid or properly reserved for prior to the making of distributions by the Company to Shareholders. Costs and expenses that are subject to indemnification hereunder shall, at the request of any Indemnified Person, be advanced by the Company to or on behalf of such Indemnified Person prior to final resolution of a matter, so long as such Indemnified Person shall have provided the Company with a written undertaking to reimburse the Company for all amounts so advanced if it is ultimately determined that the Indemnified Person is not entitled to indemnification hereunder.

               (c) The contract rights to indemnification and to the advancement of expenses conferred in this Section 20 shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, agreement, vote of the Directors or otherwise.

               (d) The Company may maintain insurance, at its expense, to protect itself and any Director, officer, employee or agent of the Company or another limited liability company, corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the Delaware Act.

               (e) The Company may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to advancement of expenses to any employee or agent of the Company to the fullest extent of the provisions of this Section 20 with respect to the indemnification and advancement of expenses of Directors and officers of the Company.

               (f) Notwithstanding the foregoing provisions of this Section 20, the Company shall indemnify an Indemnified Person in connection with a proceeding (or part thereof) initiated by such Indemnified Person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Company; provided, however, that an Indemnified Person shall be entitled to reimbursement of his or her reasonable counsel fees with respect to a proceeding (or part thereof) initiated by such Indemnified Person to enforce his or her right to indemnity or advancement of expenses under the provisions of this Section 20 to the extent the Indemnified Person is successful on the merits in such proceeding (or part thereof).

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          21. Amendments. Except as otherwise provided herein or in the Bylaws with respect to amendments to the Schedules or the Bylaws, this Agreement may be amended only upon the affirmative vote or written consent of all Shareholders.

          22. Governing Law. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

          23. Entire Agreement. This Agreement (including the Bylaws and the Schedules hereto) contains the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to the subject matter hereof.

          24. Parties in Interest. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer upon any person or entity other than the Company and the Shareholders (and their respective successors or permitted assigns) any rights or remedies under or by reason of this Agreement. The Company is executing this Agreement as a party, and this Agreement shall constitute a contract among the Shareholders and between the Company and each of the Shareholders.

9

          IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of the first date written above.

SHAREHOLDER DR PEPPER SNAPPLE GROUP, INC.
By:
	Name:
	Title:

Consented/Agreed To
By the Company as
Referenced in Section 24

DPS AMERICAS BEVERAGES LLC
By:
	Name:
	Title:

SCHEDULE I
Shareholders

	Capital
Name & Address	Contribution	Number of Shares
Dr Pepper Snapple Group, Inc. 5301 Legacy Drive Plano, Texas 75024		989 Shares

SCHEDULE II

Officers	Title
Larry Young	President & CEO
John O. Stewart	Executive Vice President & CFO
James L. Baldwin	Executive Vice President & Secretary
Rodger Collins	Executive Vice President
Randy Gier	Executive Vice President
Derry Hobson	Executive Vice President
James J. Johnston	Executive Vice President
Larry Solomon	Executive Vice President
Taun Dimatteo	Senior Vice President
Jolene Varney	Senior Vice President
April Burke	Vice President
Lisa Papageorge	Vice President
Arthur Swanson	Vice President & Assistant Secretary

SCHEDULE III
Identification of Directors

James L. Baldwin
Larry Young
John O. Stewart
Taun Dimatteo
Lisa Papageorge

EXHIBIT A

BYLAWS

(See Attached)

EXHIBIT B

CERTIFICATE FOR INTEREST IN
CADBURY SCHWEPPES AMERICAS LLC
A Delaware Limited Liability Company

Certificate No.
	Class of Shares	No. of Shares

Cadbury Schweppes Americas LLC, a Delaware limited liability company (the “Company”), hereby certifies that [            ] (the “Holder”) is the registered owner of [        ] shares of common stock, par value $0.01 per share of the Company (“Shares”). The rights, powers and privileges associated with such Shares are set forth in the Limited Liability Company Agreement of the Company dated as of May 8, 2008 (the “Company Agreement”), as the same may, from time to time, be amended or amended and restated, under which the Company was formed and is existing, copies of which are on file at the principal office of the Company. The terms of the Company Agreement are incorporated herein by reference.

          The Holder, by accepting this Certificate, is deemed to have agreed to become a Shareholder of the Company, if admitted as such in accordance with the terms of the Company Agreement, and to comply with and be bound by, and to have executed, the Company Agreement.

          This Certificate and the Shares evidenced hereby are transferable in accordance with the terms of the Company Agreement (subject to the limitations on transfer therein contained). No Shares may be transferred unless and until this Certificate, or a written instrument of transfer satisfactory to the Company, is duly endorsed or executed for transfer by the Holder or the Holder’s duly authorized attorney, and this Certificate (together with any separate written instrument of transfer) is delivered to the Company for registration of transfer.

DPS AMERICAS BEVERAGES LLC

By:

Name:

Title:

Date:

[FORM OF REVERSE SIDE OF CERTIFICATE]

ASSIGNMENT OF INTEREST

          FOR VALUE RECEIVED, the undersigned (the “Assignor”), hereby assigns, conveys, sells and transfers unto:

Please print or typewrite Name and Address of Assignee

Please insert Social Security or other Taxpayer Identification Number of Assignee

                     of the Shares evidenced by this Certificate. Assignor irrevocably constitutes and appoints the Company as its attorney-in-fact with full power of substitution to transfer the above-referenced number of Shares on the books of the Company.

Date:
	Signature

LIMITED LIABILITY COMPANY AGREEMENT
OF
DPS AMERICAS BEVERAGES LLC

A Delaware Limited Liability Company

DATED AS OF:

May 8, 2008

TABLE OF CONTENTS

		Page
1.	Name; Formation	1
2.	Definitions; Rules of Construction	1
3.	Purpose	2
4.	Offices	2
5.	Shareholders	3
6.	Term	3
7.	Management of the Company	3
8.	Capital Contributions; Administrative Matters; Certificates	4
9.	Assignments of Interests	5
10.	Resignation	5
11.	Additional Shareholders	5
12.	Distributions	5
13.	Return of Capital	5
14.	Title to Company Property	6
15.	Dissolution	6
16.	Winding up of the Company	6
17.	Distributions in Kind	7
18.	Cancellation of Certificate of Formation	7
19.	Limitation of Liability	7
20.	Standard of Care; Indemnification of Directors, Officers, Employees and Agents	7
21.	Amendments	9
22.	Governing Law	9
23.	Entire Agreement	9
24.	Parties in Interest	9

Schedule I	—	Identification of Shareholders, Addresses and Capital Contributions
Schedule II	—	Identification of Officers
Schedule III	—	Identification of Directors
Exhibit A	—	Bylaws
Exhibit B	—	Form of Certificate

-i-

EX-3.54

Exhibit 3.54

BYLAWS
OF
DPS AMERICAS BEVERAGES, LLC

INTRODUCTION

          A. Agreement. These Bylaws shall be subject to the Limited Liability Company Agreement, as from time to time in effect (the “LLC Agreement”), of DPS Americas Beverages, LLC, a Delaware limited liability company (the “Company”). In the event of any inconsistency between the terms hereof and the terms of the LLC Agreement, the terms of the LLC Agreement shall control.

          B. Definitions. Capitalized terms used herein and not herein defined are used as defined in the LLC Agreement.

ARTICLE I
Meetings of Shareholders

          Section 1. Place of Meetings and Meetings by Telephone. Meetings of Shareholders shall be held at any place, but not in the United Kingdom, as designated by the Directors. In the absence of any such designation, meetings of Shareholders shall be held at the principal place of business of the Company. Any meeting of the Shareholders may be held by conference telephone or similar communication equipment so long as all Shareholders participating in the meeting are not present in the United Kingdom, all such Shareholders can hear one another, and all Shareholders participating by telephone or similar communication equipment shall be deemed to be present in person at the meeting.

          Section 2. Call of Meetings. An annual meeting of the Shareholders, for the election of Directors to succeed those whose terms expire and for the transaction of such other business may properly come before the meeting, shall be held on such date and at such time as the Board of Directors shall each year fix, which date shall be within thirteen months subsequent to the date of formation of the Company or the last annual meeting of Shareholders. In addition, meetings of the Shareholders may be called at any time by the Directors or by the President for the purpose of taking action upon any matter requiring the vote or authority of the Shareholders as provided herein or in the LLC Agreement or upon any other matter as to which such vote or authority is deemed by the Directors to be necessary or desirable. Meetings of the Shareholders to act on any matter upon which Shareholders may vote as provided in the LLC Agreement or the Delaware Act shall be called promptly by the Directors upon the written request of a Majority in Interest of the Shareholders.

          Section 3. Notice of Meetings of Shareholders. All notices of meetings of Shareholders shall be sent or otherwise given in accordance with Section 4 of this Article I not less then ten (10) nor more than ninety (90) days before the date of the meeting. The notice shall specify (i) the place, date and hour of the meeting, and (ii) the general nature of the business to be transacted.

          Section 4. Manner of Giving Notice. Notice of any meeting of Shareholders shall be given personally or by telephone to each Shareholder or sent by first class mail, by telegram, e-mail or telecopy (or similar electronic means) or by a nationally recognized overnight courier, charges prepaid, addressed to the Shareholder at the address of that Shareholder appearing on the books of the Company or given by the Shareholder to the Company for the purpose of notice. Notice shall be deemed to have been given at the time when delivered either personally or by telephone, or at the time when deposited in the mail or with a nationally recognized overnight courier, or when receipt is confirmed (including electronically) when sent by telegram, e-mail or telecopy (or similar electronic means).

          Section 5. Adjourned Meeting; Notice. Any meeting of Shareholders, whether or not a quorum is present, may be adjourned from time to time by the vote of the holders of a majority of the Shares represented at that meeting, either in person or by proxy. When any meeting of Shareholders is adjourned to another time or place, notice need not be given of the adjourned meeting, unless a new record date of the adjourned meeting is fixed or unless the adjournment is for more than sixty (60) days from the date set for the original meeting, in which case the Directors shall set a new record date and shall give notice in accordance with the provisions of Sections 3 and 4 of this Article I. At any adjourned meeting, the Company may transact any business that might have been transacted at the original meeting.

          Section 6. Quorum; Voting. At any meeting of the Shareholders, a majority in interest of the Shareholders, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of Shareholders holding a higher number of Shares is required by the LLC Agreement or applicable law. Except as otherwise required by the LLC Agreement, these Bylaws or applicable law, all matters shall be determined by a Majority in Interest of the Shareholders.

          Section 7. Waiver of Notice by Consent of Absent Shareholders. The transactions of a meeting of Shareholders, however called and noticed and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice if a quorum is present either in person or by proxy and if either before or after the meeting, each person entitled to vote who was not present in person or by proxy signs a written waiver of notice or a consent to a holding of the meeting or an approval of the minutes. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any meeting of Shareholders. Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting if that objection is expressly made at the beginning of the meeting.

          Section 8. Shareholder Action by Written Consent Without a Meeting. Except as provided in the LLC Agreement, any action that may be taken at any meeting of Shareholders (including any annual meeting of Shareholders) may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by a majority in interest of the Shareholders (or Shareholders holding such higher number of Shares as is required to authorize or take such action under the terms of the LLC Agreement, these Bylaws or applicable law); provided, however, that such consent shall not be executed in the

United Kingdom. Any such written consent may be executed and given by telecopy or similar electronic means. Such consents shall be filed with the Secretary of the Company and shall be maintained in the Company’s records. Every written consent shall bear the date of signature of each Shareholder who signs the consent and no written consent shall be effective to take the Company action referred to therein unless, within sixty (60) days of the date the earliest dated consent is delivered to the Company, a written consent or consents signed by holders of a sufficient number of Shares to take the subject action are properly delivered to the Company.

          Section 9. Record Date for Shareholder Notice, Voting and Giving Consents.

          (a) For purposes of determining the Shareholders entitled to vote or act at any meeting or adjournment thereof, the Directors may fix in advance a record date which shall not be greater than ninety (90) days nor fewer than ten (10) days before the date of any such meeting. If the Directors do not so fix a record date, the record date for determining Shareholders entitled to notice of or to vote at a meeting of Shareholders shall be at the close of business on the business day immediately preceding the day on which notice is given, or if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

          (b) The record date for determining Shareholders entitled to give consent to action in writing without a meeting, (i) when no prior action of the Directors has been taken, shall be the day on which the first written consent is given, or (ii) when prior action of the Directors has been taken, shall be (x) such date as determined for that purpose by the Directors, which record date shall not precede the date upon which the resolution fixing it is adopted by the Directors and shall not be more than 20 days after the date of such resolution, or (y) if no record date is fixed by the Directors the record date shall be the close of business on the day on which the Directors adopt the resolution relating to that action.

          (c) Only Shareholders of record on the record date as herein determined shall have any right to vote or to act at any meeting or give consent to any action relating to such record date, provided that no Shareholder who transfers all or part of such Shareholder’s Interest after a record date (and no transferee of such Interest) shall have the right to vote or act with respect to the transferred Interest as regards the matter for which the record date was set.

          Section 10. Proxies. Every Shareholder entitled to vote or act on any matter at a meeting of Shareholders shall have the right to do so either in person or by proxy, provided that an instrument authorizing such a proxy to act is executed by the Shareholder in writing and dated not more than eleven (11) months before the meeting, unless the instrument specifically provides for a longer period. A proxy shall be deemed executed by a Shareholder if the Shareholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the Shareholder or the Shareholder’s attorney-in-fact. A valid proxy that does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it before the vote pursuant to that proxy by a writing delivered to the Company stating that the proxy is revoked, by a subsequent proxy executed by the person who executed the earlier proxy or by attendance at the meeting and voting in person by the person who executed the earlier proxy or (ii) written notice of the death or incapacity of the maker of that proxy is received by the Company before the vote pursuant to that proxy is counted. A proxy

purporting to be executed by the person who executed that proxy or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger.

ARTICLE II
Directors and Meetings of Directors

          Section 1. Powers. The powers of the Directors shall be as provided in the LLC Agreement.

          Section 2. Number of Directors. The number of Directors shall be as provided in the LLC Agreement.

          Section 3. Vacancies. Vacancies in the authorized number of Directors may be filled as provided in the LLC Agreement.

          Section 4. Place of Meetings and Meetings by Telephone. All meetings of the Directors may be held at any place, but not in the United Kingdom, that has been designated from time to time by resolution of the Directors. In the absence of such a designation, regular meetings shall be held at the principal place of business of the Company. Any meeting, regular or special, may be held by conference telephone or similar communication equipment so long as all Directors participating in the meeting can hear one another and none of the Directors are participating in such meeting while present in the United Kingdom. All Directors participating by telephone or similar communication equipment shall be deemed to be present in person such meeting.

          Section 5. Regular Meetings. Regular meetings of the Directors shall be held at such times and at such places, but not in the United Kingdom, as shall be fixed by unanimous approval of the Directors. Such regular meetings may be held without notice.

          Section 6. Special Meetings. Special meetings of the Directors for any purpose or purposes may be called at any time by any Director, the Chairman or by the President; provided, however, that special meetings shall not be held in the United Kingdom. Notice of the time and place of a special meeting shall be delivered personally or by telephone to each Director and sent by first-class mail, by telegram, e-mail or telecopy (or similar electronic means) or by nationally recognized overnight courier, charges prepaid, addressed to each Director at that Director’s address as it is shown on the records of the Company. In case the notice is mailed, it shall be deposited in the United States mail at least five (5) calendar days before the time of the holding of the meeting. In case the notice is delivered personally or by telephone or by telegram, e-mail, telecopy (or similar electronic means) or overnight courier, it shall be given at least one (1) calendar day before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the Director or to a person at the office of the Director who the person giving the notice has reason to believe will promptly communicate it to the Director. The notice need not specify the purpose of the meeting.

          Section 7. Quorum. A majority of the authorized number of Directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 9 of this Article II. Every act or decision done or made by the affirmative vote of a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Directors, except to the extent that the vote of a higher number of Directors is required by the LLC Agreement, these Bylaws or applicable law.

          Section 8. Waiver of Notice. Notice of any meeting need not be given to any Director who either before or after the meeting signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the records of the Company or made apart of the minutes of the meeting. Notice of a meeting shall also be deemed given to any Director who attends the meeting without protesting before or at its commencement the lack of notice to that Director.

          Section 9. Adjournment. A majority of the Directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given unless the meeting is adjourned for more than forty-eight (48) hours, in which case notice of the time and place shall be given before the time of the adjourned meeting in the manner specified in Section 6 of this Article II.

          Section 10. Action Without a Meeting. Any action to be taken by the Directors at a meeting may be taken without such meeting by the written consent of a majority of the Directors then in office (or such higher number of Directors as is required to authorize or take such action under the terms of the LLC Agreement, these Bylaws or applicable law); provided, however, that such consent shall not be executed in the United Kingdom. Any such written consent may be executed and given by telecopy or similar electronic means. Such written consents shall be filed with the minutes of the proceedings of the Directors. If any action is so taken by the Directors by the written consent of less than all of the Directors, prompt notice of the taking of such action shall be furnished to each Director who did not execute such written consent, provided that the effectiveness of such action shall not be impaired by any delay or failure to furnish such notice.

          Section 11. Delegation of Power; Committees. Any Director may, by power of attorney, delegate his power for a period not exceeding six (6) months at any one time to any other Director or Directors; provided that in no case shall fewer than two (2) Directors personally exercise the powers granted to the Directors, except as otherwise provided by resolution of the Directors. A Director represented by another Director pursuant to such power of attorney shall be deemed to be present for purposes of establishing a quorum and satisfying any voting requirements. The Directors may, by resolution, delegate, any or all of their powers and duties granted hereunder or under the LLC Agreement to one or more committees of the Directors, each consisting of one or more Directors, or to one or more officers, employees or agents, including without limitation Shareholders, and to the extent any such powers or duties are so delegated, action by the delegate or delegates shall be deemed for all purposes to be action by the Directors. All such delegates shall serve at the pleasure of the Directors. To the extent applicable, notice shall be given to, and action may be taken by, any delegate of the Directors as herein provided with respect to notice to, and action by, the Directors.

ARTICLE III
Officers

          Section 1. Officers. The officers of the Company shall be a Chairman, a President, one or more Vice Presidents, a Secretary and a Treasurer. The Company may also have, at the discretion of the Directors, such other officers as may be appointed in accordance with the provisions of Section 3 of this Article III. Any number of offices may be held by the same person. Each of the officers of the Company may but need not be a Director.

          Section 2. Election of Officers. Subject to any provisions of the LLC Agreement applicable to initial appointment and term of officers, the officers of the Company, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article III, shall be chosen by the Directors, and each shall serve at the pleasure of the Directors. The appointment of officers shall be considered by the Directors at their first meeting after every annual election of Directors by the Shareholders.

          Section 3. Subordinate Officers. The Directors may appoint and may empower the Chairman or the President to appoint such other officers as the business of the Company may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as the Directors (or, to the extent the power to prescribe authorities and duties of subordinate officers is delegated to him, the Chairman or the President) may from time to time determine.

          Section 4. Removal and Resignation of Officers. Any officer may be removed, with or without cause, by the Directors at any regular or special meeting of the Directors or by such officer, if any, upon whom such power of removal may be conferred by the Directors. Any officer may resign at any time by giving written notice to the Company. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and unless otherwise specified in notice of a resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a party.

          Section 5. Vacancies in Offices. A vacancy in any office because of death, resignation, removal, disqualification or other cause shall be filled in the manner prescribed in these Bylaws for regular appointment to that office. The Chairman or the President may make temporary appointments to a vacant office pending action by the Directors.

          Section 6. President. The President shall be the chief executive officer of the Company and shall, subject to the control of the Directors, have general supervision, direction and control of the business and the officers of the Company. He or she shall have the general powers and duties of management usually vested in the office of President of a corporation and

shall have such other powers and duties as may be prescribed by the Directors, the LLC Agreement or these Bylaws.

          Section 7. Vice Presidents. In the absence or disability of the President, the Vice Presidents, in order of their rank as fixed by the Directors, shall perform all the duties of the President and when so acting shall have all powers of and be subject to all the restrictions upon the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Directors, the Chairman or the President or by these Bylaws.

          Section 8. Secretary. The Secretary shall keep or cause to be kept at the principal place of business of the Company or such other place as the Directors may direct a book of minutes of all meetings and actions of Directors, committees or other delegates of Directors and Shareholders with the time and place of holding, whether regular or special, and if special, how authorized, the notice given, the names of those present at Directors’ meetings or committee or other delegate meetings, the number of Shares present or represented at meetings of Shareholders and the proceedings. The Secretary shall keep or cause to be kept at the principal place of business of the Company, a register or a duplicate register showing the names of all Shareholders and their addresses, the number and classes of Shares held by each, the number and date of certificates issued for the same, if any, and the number and date of cancellation of every certificate surrendered for cancellation. The Secretary shall give or cause to be given notice of all meetings of the Shareholders and of the Directors (or committees or other delegates thereof) required to be given by these Bylaws or by applicable law and shall have such other powers and perform such other duties as may be prescribed by the Directors, the Chairman or the President or by these Bylaws.

          Section 9. Treasurer. The Treasurer shall keep and maintain or cause to be kept and maintained adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of the assets, liabilities, receipts, disbursements, gains, losses, capital and retained earnings the Company. The books of account shall at all reasonable times be open to inspection by any Director. The Treasurer shall deposit all monies and other valuables in the name and to the credit of the Company with such depositaries as may be designated by the Directors. He or she shall disburse the funds of the Company as may be ordered by the Directors, shall render to the Chairman, the President and Directors, whenever they request it, an account of all of his or her transactions as chief financial officer and of the financial condition of the Company and shall have other powers and perform such other duties as may be prescribed by the Directors, the Chairman or the President or these Bylaws.

ARTICLE IV
Records and Reports

          Section 1. Maintenance and Inspection of Shareholder Registrar. The Company shall maintain at its principal place of business a record of its Shareholders, giving the names and addresses of all Shareholders and the number and class of Shares held by each Shareholder. Subject to such reasonable standards (including standards governing what

information and documents are to be furnished and at whose expense) as may be established by the Directors from time to time, each Shareholder has the right, to obtain from the Company from time to time upon reasonable demand for any purpose reasonably related to the Shareholder’s interest as a Shareholder of the Company a record of the Company’s Shareholders.

          Section 2. Maintenance and Inspection of Bylaws. The Company shall keep at its principal place of business the original or a copy of these Bylaws as amended to date, which shall be open to inspection by the Shareholders at all reasonable times during office hours.

          Section 3. Maintenance and Inspection of Other Records. The accounting books and records, minutes of proceedings of the Shareholders and the Directors and any committees or delegates of the Directors and all other information pertaining to the Company that is required to be made available to the Shareholders under the Delaware Act shall be kept at such place or places designated by the Directors or in the absence of such designation, at the principal place of business of the Company. The minutes shall be kept in written form and the accounting books and records and other information shall be kept either in written form or in any other form capable of being converted into written form. The books of account and records of the Company shall be maintained in accordance with generally accepted accounting principles consistently applied during the term of the Company, wherein all transactions, matters and things relating to the business and properties of the Company shall be currently entered. Subject to such reasonable standards (including standards governing what information and documents are to be furnished and at whose expense) as may be established by the Directors from time to time, minutes, accounting books and records and other information shall be open to inspection upon the written demand of any Shareholder at any reasonable time during usual business hours for a purpose reasonably related to the Shareholder’s interests as a Shareholder. Any such inspection may be made in person or by an agent or attorney and shall include the right to copy and make extracts. Notwithstanding the foregoing, the Directors shall have the right to keep confidential from Shareholders for such period of time as the Directors deem reasonable, any information which the Directors reasonably believe to be in the nature of trade secrets or other information the disclosure of which the Directors in good faith believe is not in the best interests of the Company or could damage the Company or its business or which the Company is required by law or by agreement with a third party to keep Confidential.

          Section 4. Inspection by Directors. Every Director shall have the right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Company for a purpose reasonably related to his position as Director. This inspection by a Director may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.

ARTICLE V
General Matters

          Section 1. Certificates. Each Shareholder shall be entitled to a Certificate signed by, or in the name of the Company by, the President or a Vice President. Any and all of the signatures on the Certificate may be by facsimile. Transfers of Interests shall be made only upon the transfer books of the Company kept at an office of the Company or transfer agents

designated to transfer Interests in the Company. Except where a Certificate is issued in accordance with Section 8(d) of the LLC Agreement with respect to a lost, stolen or destroyed Certificate, an outstanding Certificate for the number of Shares to be transferred shall be surrendered for cancellation before a new Certificate is issued therefor. The issue, transfer, conversion and registration of Certificate shall be governed by such other regulations as the Directors may from time to time establish.

          Section 2. Checks, Drafts, Evidence of Indebtedness. The persons from time to time holding the position of Chairman, President, Vice President, Secretary, Treasurer or controller (if any) of the Company, acting by written instrument signed by any two of them, are hereby authorized (i) to open or close any bank account or investment account of the Company, (ii) to designate the use of any such account, (iii) to grant authority to any person or combination of persons to sign checks, by manual or facsimile signature or to issue oral, wire or written instructions for the withdrawal of funds from, or other action with respect to, any such account, (iv) to revoke the authority of any person or persons to sign checks or to issue instructions, (v) to establish a maximum amount as to which any person or combination of persons shall be authorized to sign checks or issue instructions, and (vi) to take all further actions, and to execute and deliver all such further instructions and documents, in the name and on behalf of the Company, as in their judgment shall be necessary, proper or advisable in connection with the foregoing matters. Any resolution supplied by a financial institution or investment company and approved and executed by any two of the officers designated in this Section 2 of this Article V shall be deemed resolutions duly adopted by the Board of Directors and shall be filed with the minutes of meetings of Directors.

          Section 3. Contracts and Instruments; How Executed. The Directors, except as otherwise provided in the LLC Agreement or these Bylaws, may authorize any Director(s), officer(s) or agent(s) to enter into any contract or execute any instrument in the name of and on behalf of the Company and this authority may be general or confined to specific instances; and unless so authorized or ratified by the Directors or within the agency power of an officer (or otherwise specified in the LLC Agreement or these Bylaws), no Shareholder, officer, agent, or employee shall have any power or authority to bind the Company by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

          Section 4. Representation of Shares of Other Entities Held by Company. The President or any Vice President or any other person authorized by the Directors or by any of the foregoing designated officers, is authorized to vote or represent on behalf of the Company any and all shares of any corporation, partnership, trust, limited liability company or other entities, foreign or domestic, standing in the name of the Company. The authority granted may be exercised in person or by a proxy duly executed by such designated person.

          Section 5. Seal. The Directors may approve and adopt an official Company seal, which may be altered by them at any time. Unless otherwise required by the Directors, any seal so adopted shall not be necessary to be placed on, and its absence shall not impair the validity of, any document, instrument or other paper executed and delivered by or on behalf of the Company.

          Section 6. Fiscal Year. Unless otherwise specified in the LLC Agreement, the fiscal year of the Company shall be fixed by resolution of the Directors.

          Section 7. Reliance Upon Books, Reports and Records. Each Director, each Shareholder of any committee designated by the Board of Directors, and each officer of the Company shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Company and upon such information, opinions, reports or statements presented to the Company by any of its officers or employees, or committees of the Board of Directors so designated, or by any other person as to matters which such manager or committee Shareholder reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company.

ARTICLE VI
Amendments and Incorporation by Reference into LLC Agreement

          Section 1. Amendment. These Bylaws may be restated, amended, supplemented or repealed only by unanimous vote of the Directors or unanimous vote of the Shareholders.

          Section 2. Incorporation by Reference of Bylaws into LLC Agreement. These Bylaws and any amendments thereto shall be deemed incorporated by reference in the LLC Agreement.

Dated: May 8, 2008

EX-3.55

Exhibit 3.55

PAGE 1

State of Delaware

Office of the Secretary of State

     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF “DR PEPPER/SEVEN UP BOTTLING GROUP, INC.”, FILED IN THIS OFFICE ON THE SEVENTH DAY OF OCTOBER, A. D. 1999, AT 4 O’CLOCK P.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

		/s/ Edward J. Freel
		Edward J. Freel, Secretary of State
3081554  8100		AUTHENTICATION:	0016451
991426069		DATE:	10-08-99

RESTATED CERTIFICATE OF INCORPORATION

OF

DR PEPPER/SEVEN UP BOTTLING GROUP, INC.

          DR PEPPER/SEVEN UP BOTTLING GROUP, INC., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “GCL”), does hereby certify that:

          1. The name of the Corporation is DR PEPPER/SEVEN UP BOTTLING GROUP, INC., (the “Corporation”). The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on August 11, 1999 under the name of Tosca Holdings, Inc. A Certificate of Amendment to the Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on September 7, 1999.

          2. This Restated Certificate of Incorporation has been approved by the Corporation’s Board of Directors and adopted by the Corporation’s stockholders pursuant to Sections 242 and 245 of the GCL.

          3. This Restated Certificate of Incorporation is being filed pursuant to Sections 242 and 245 of the GCL in order to amend and restate the Certificate of Incorporation of the Corporation.

          4. The Certificate of Incorporation of the Corporation is hereby restated in its entirety to read as follows:

          FIRST: The name of the corporation is DR PEPPER/SEVEN UP BOTTLING GROUP, INC. (hereinafter the “Corporation”).

          SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

          THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the GCL.

          FOURTH: The total number of shares of capital stock which the Corporation shall have authority to issue is six million (6,000,000) shares, consisting of six million (6,000,000) shares of Common Stock, par value $.01 per share (the “Common Stock”).

          FIFTH: The Corporation shall be entitled to treat the person in whose name any shares of its capital stock are registered as the owner thereof for all purposes and shall not be bound to recognize any equitable or other claim to, or interest in, such shares on the part of any other person, whether or not the Corporation shall have notice thereof, except as required by applicable law.

          SIXTH: The powers and duties conferred or imposed on a board of directors of a corporation by the GCL shall be exercised and performed, pursuant to Section 141 (a) of the GCL, by or under the direction of a governing body of the Corporation which shall be known as a “Board of Directors”, in the manner set forth in this Article SIXTH. Capitalized terms not defined herein shall have the meanings ascribed to them in the Stockholders’ Agreement between the Corporation and its stockholders, as such agreement may be amended from time to time (the “Stockholders’ Agreement”). A copy of the Stockholders’ Agreement shall be made available to any stockholder of the Corporation who requests a copy in writing.

(i) Number and Classification. The Board of Directors shall consist of seven members (each, a “Director”, and collectively, the “Directors”), who shall be divided into three classes as follows:

Class A Directors	three directors
Class B Directors	three directors
Class C Directors	one director

In order to be qualified to serve as Directors, the Class A Directors shall be nominated for election by the Carlyle Stockholders, the Class B Directors shall be nominated for election by the Cadbury Stockholders and the Class C Director who shall be nominated for election shall be Jim L. Turner (“Turner”) but only so long as (i) Jim and Julie Turner Family Partnership, Ltd. (the “Partnership”) or Turner shall hold Securities and (ii) Turner shall be employed by the Corporation pursuant to the Turner Employment Agreement or any other agreement. Notwithstanding the foregoing, at such time as (i) neither the Partnership nor Turner holds Securities or (ii) Turner is not employed by the Corporation, there shall only be six Directors, consisting of three Class A Directors and three Class B Directors. Carlyle shall be entitled to delegate to any of its members of which TC Group, L.L.C. is the general partner the right to nominate any director which Carlyle is entitled to nominate hereunder. The Class B Directors shall have the sole authority to appoint the Chairman of the Board of Directors (the “Chairman”) from among the Directors. Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected at the annual meeting of stockholders, and shall hold office until their respective successors are elected and qualified or until their earlier resignation or removal.

(ii) Quorum and Board Action. Four Board members, including at least one Class A Director, one Class B Director and, at such time that there is a Class C Director, one Class C Director, shall constitute a quorum for the transaction of business. If at any duly

2

called and noticed meeting of the Board there is less than a quorum present due to the absence of the Class C Director, the other Directors present at such time may adjourn the meeting to a future date with reasonable notice to all of the Directors, and at such subsequent Board meeting, four Board members, including at least one Class A Director and at least one Class B Director, shall constitute a quorum for the transaction of business. Actions by the Board of Directors shall be taken in the manner set forth in the By-laws of the Corporation, which By-laws may include, inter alia, voting provisions stipulating that certain actions of the Board of Directors shall require the vote of a specified number of Directors of each class.

(iii) Organization; Matters for Board Consideration. The Chairman shall preside at all meetings of the Board of Directors, unless otherwise provided by the Corporation’s By-laws. The Chairman shall have the sole and complete authority to call Board meetings, to determine the agenda of Board meetings, and to determine which matters shall be put before the Board for consideration.

(iv) Committees. The Board of Directors may designate one or more committees in the manner set forth in the Corporation’s By-laws. Each committee shall consist of two or more of the Directors of the Corporation, provided that any committee will at all times include equal numbers of Class A Directors and Class B Directors.

(v) Officers; Compensation of Officers. The officers of the Corporation shall be a Chief Executive Officer, President, one or more Vice Presidents, a Secretary and a Treasurer, and such additional officers, if any, as shall be appointed by the Chief Executive Officer. The Chief Executive Officer shall be appointed by the Class B Directors. The Chief Executive Officer shall have the authority to appoint, remove and set the terms of employment (including compensation) for the officers of the Corporation. The Class B Directors shall have the authority to appoint, remove and set the compensation of the Chief Executive Officer, and, in the event that no Chief Executive Officer has been appointed or is currently in office, the Class B Directors shall have the authority to set the compensation of the President.

(vi) Removal, Vacancies and Additional Directors. A majority of the stockholders entitled to nominate Directors of a class may remove, pursuant to the terms of the Corporation’s By-laws, with or without cause, any Director of such class and, in addition, any Director of any class may be removed, but only for cause, by a vote of not less than two-thirds of the shares then entitled to vote in the election of any Directors. Vacancies caused by any such removal and not filled by the stockholders at the meeting at which such removal shall have been made, or any vacancy caused by the death or resignation of any Director or for any other reason, may be filled only by the remaining Directors of the same class as the removed Director, and any Director so elected to fill any such vacancy shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. When one or more Directors shall resign effective at a future date, the remaining Directors of the same class as the resigning Director shall have

3

power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office as herein provided in connection with the filling of other vacancies. In the event that the Class C Directorship becomes vacant, the Class C Directorship shall be eliminated, and the size of the Board of Directors shall be reduced to six directors.

(vii) IPO. Effective upon the consummation of an IPO, (i) the Directors shall cease to be classified and the Corporation shall be governed by a board of directors as provided by Section 141 of the GCL and (ii) paragraphs (i) — (vi) of this Article SIXTH and all other references to special rights or obligations of the classes of Directors, the Chairman and/or the Chief Executive Officer contained in the Corporation’s Certificate of Incorporation or By-laws shall have no further force and effect.

          SEVENTH: In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, alter, amend or repeal the By-Laws of the Corporation.

          EIGHTH: The Corporation expressly elects not to be governed by Section 203 of the GCL.

          NINTH: To the fullest extent permitted by the GCL as the same exists or may hereafter be amended, a director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the GCL is amended after the date of filing of this Restated Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the GCL, as so amended from time to time. No repeal or modification of this Article NINTH by the stockholders shall adversely affect any right or protection of a director of the Corporation existing by virtue of this Article NINTH at the time of such repeal or modification. For purposes of this Article NINTH, a “director” shall include any person who, pursuant to a provision of this Restated Certificate of Incorporation, in accordance with Section 141 (a) of the GCL, exercises or performs any of the powers or duties otherwise conferred or imposed upon a director by the GCL.

          TENTH: Except as set forth herein, the Corporation reserves the right to amend, alter, change or repeal any provision contained in this Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred on stockholders herein are granted subject to this reservation.

          ELEVENTH: Meetings of stockholders may be held within or without the State of Delaware, as the By-Laws of the Corporation may provide. The books of the Corporation may be kept (subject to any provision contained in applicable law) outside the State of Delaware at such place as may be designated from time to time by the Board of Directors or in the By-Laws of the Corporation.

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          TWELFTH: The Corporation shall, to the fullest extent permitted by the provisions of the GCL, as now or hereinafter in effect, indemnify all directors and officers of the Corporation whom it may indemnify under such provisions. Employees of the Corporation may be indemnified by the Corporation as the Board of Directors may determine, or as the By-Laws of the Corporation may provide. The indemnification provided by this provision shall not limit or exclude any rights, indemnities or limitations of liability to which any of such persons may be entitled, whether as a matter of law, by agreement, vote of the shareholders or otherwise. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director, officer or employee for or with respect to any acts or omissions of such director, officer or employee occurring prior to such amendment or repeal.

5

          IN WITNESS WHEREOF, the undersigned, being the Assistant Secretary of the Corporation, has duly executed this Restated Certificate of Incorporation on this 7^th day of October, 1999.

By:	/s/ David A. Gerics
	Name:	David A. Gerics
	Title:	Assistant Secretary

[Signature page to Bottling Group Restated Certificate of Incorporation]

EX-3.56

Exhibit 3.56

PAGE 1

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “DR PEPPER/SEVEN UP BOTTLING GROUP, INC.”, CHANGING ITS NAME FROM “DR PEPPER/SEVEN UP BOTTLING GROUP, INC.” TO “CADBURY SCHWEPPES BOTTLING GROUP, INC.”, FILED IN THIS OFFICE ON THE SEVENTEENTH DAY OF MAY, A.D. 2006, AT 7:54 O’CLOCK P.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

		/s/ Harriet Smith Windsor
		Harriet Smith Windsor, Secretary of State
3081554  8100		AUTHENTICATION:	4755969
060471717		DATE:	05-18-06

AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
DR PEPPER/SEVEN UP BOTTLING GROUP, INC.

          Dr Pepper/Seven Up Bottling Group, Inc., a corporation organized and existing under laws of the State of Delaware, DOES HEREBY CERTIFY as follows:

          FIRST: The name of the Corporation is Dr Pepper/Seven Up Bottling Group, Inc. (the “Corporation”). The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on August 11, 1999 under the name of Tosca Holdings, Inc. A Certificate of Amendment to the Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on September 7, 1999. A Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on October 7, 1999. An Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on May 2, 2006 (as so amended and restated, the “Certificate of Incorporation”).

          SECOND: Article FIRST of the Certificate of Incorporation is hereby amended to read as follows:

               “FIRST: The name of the corporation is Cadbury Schweppes Bottling Group, Inc. (the “Corporation”)”

          THIRD: Article FOURTH of the Certificate of Incorporation is hereby amended to read as follows:

               “FOURTH: The total number of shares of capital stock which the Corporation shall have authority to issue is one thousand (1,000) shares, consisting of one thousand (1,000) shares of Common Stock, par value $.01 per share (the “Common Stock”).

          Upon the filing of this Certificate of Amendment of the Certificate of Incorporation with the Secretary of State of the State of Delaware pursuant to the General Corporation Laws of the State of Delaware (the “Effective Time”), every 25,121.88 shares of Common Stock, par value $.01 per share, of the Corporation issued and outstanding immediately prior to the Effective Time (the “Old Common Stock”) shall automatically and without any action on the part of the holder thereof be converted as of the Effective Time into one (1) share of Common Stock, par value $.01 per share, of the Corporation (the “New Common Stock”). Each holder of record of a certificate or certificates representing outstanding shares of Old Common shall be entitled to receive upon surrender of such certificates for cancellation, a certificate or certificates representing the number of shares of New Common Stock into which the shares of Old Common Stock formerly represented by the surrendered certificate or certificates are converted under the terms hereof.

          FOURTH: This Amendment to the Certificate of Incorporation was duly adopted by the unanimous written consent of the Board of Directors and by the written consent of the sole stockholder of the Corporation entitled to vote in accordance with Sections 141(f), 228 and 242 of the Delaware General Corporation Law.

[Signature page follows.]

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer as of this/6 day of May, 2006.

DR PEPPER/SEVEN UP BOTTLING GROUP, INC.
By:	/s/ William M. Nelson
	Name:	WILLIAM M. NELSON
	Title:	V.P.

[Signature page to Amendment to Certificate of Incorporation]

EX-3.57

Exhibit 3.57

PAGE 1

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “CADBURY SCHWEPPES BOTTLING GROUP, INC.”, CHANGING ITS NAME FROM “CADBURY SCHWEPPES BOTTLING GROUP, INC.” TO “DR PEPPER SNAPPLE BOTTLING GROUP, INC.”, FILED IN THIS OFFICE ON THE EIGHTH DAY OF MAY, A.D. 2008, AT 11:56 O’CLOCK A.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

		/s/ Harriet Smith Windsor
		Harriet Smith Windsor, Secretary of State
3081554 8100		AUTHENTICATION:	6577745
080519398		DATE:	05-08-08
You may verify this certificate online
at corp. delaware.gov/authver.shtml

State of Delaware
Secretary of State
Division of Corporations
Delivered 12:56 PM 05/08/2008
FILED 11:56 AM 05/08/2008
SRV 080519398 – 3081554 FILE

CERTIFICATE OF AMENDMENT
OF
AMENDED & RESTATED
CERTIFICATE OF INCORPORATION

*****

     CADBURY SCHWEPPES BOTTLING GROUP, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

     FIRST: That the Board of Directors of said corporation, in lieu of a meeting and by unanimous written consent of its members, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Amended & Restated Certificate of Incorporation of CADBURY SCHWEPPES BOTTLING GROUP, INC. be amended by changing the First Article thereof so that, as amended, said Article shall be and read as follows:

“The name of the Corporation is Dr Pepper Snapple Bottling Group, Inc.”

     SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

     THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

     FOURTH: That this Certificate of Amendment of the Certificate of Incorporation shall be effective on May 8, 2008.

     IN WITNESS WHEREOF, said corporation has caused this certificate to be signed by James L. Baldwin, its Executive Vice President and Secretary this 18 day of April, 2008.

By	/s/ James L. Baldwin
	James L. Baldwin
Executive Vice President & Secretary

EX-3.58

Exhibit 3.58

PAGE 1

Delaware

The first State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF OWNERSHIP, WHICH MERGES:

     “DR PEPPER SNAPPLE BOTTLING GROUP, INC.”, A DELAWARE CORPORATION,

     WITH AND INTO “THE AMERICAN BOTTLING COMPANY” UNDER THE NAME OF “THE AMERICAN BOTTLING COMPANY”, A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE TWENTY-EIGHTH DAY OF MAY, A.D. 2008, AT 11:25 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF OWNERSHIP IS THE THIRTY-FIRST DAY OF MAY, A.D. 2008, AT 11:59 O’CLOCK P.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

		/s/ Harriet Smith Windsor
2880629     8100M		Harriet Smith Windsor, Secretary of State
080620553		AUTHENTICATION: 6623261
You may verify this certificate online
at corp.delaware.gov/authver.shtml		DATE: 05-29-08

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:21 PM 05/28/2008

FILED 11:25 PM 05/28/2008

SRV 080620553 — 2880629 FILE

CERTIFICATE OF OWNERSHIP AND MERGER

merging

DR PEPPER SNAPPLE BOTTLING GROUP, INC.
(a Delaware corporation)

with and into

THE AMERICAN BOTTLING COMPANY
(a Delaware corporation)

(PURSUANT TO SECTION 253 OF THE
GENERAL CORPORATION LAW OF THE STATE OF DELAWARE)

May 28, 2008

Dr Pepper Snapple Bottling Group, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY as follows:

     FIRST: That the Corporation was incorporated on August 11, 1999 pursuant to the General Corporation Law of the State of Delaware (the “DGCL”).

     SECOND: That the Corporation owns all of the issued and outstanding shares of stock of THE AMERICAN BOTTLING COMPANY (“ABC”), a corporation incorporated on April 6, 1998 pursuant to the DGCL.

     THIRD: That the Corporation by the following resolutions of its Board of Directors, duly adopted at a meeting of the Board of Directors on May 20, 2008, has determined to merge with and into ABC pursuant to Section 253 of the DGCL:

     RESOLVED, that it is deemed advisable and in the best interest of Dr Pepper Snapple Bottling Group, Inc., a Delaware corporation (the “Corporation”), that the Corporation, which is the owner of all of the issued and outstanding shares of stock of THE AMERICAN BOTTLING COMPANY, a Delaware corporation (the “Subsidiary”), merge with and into the Subsidiary pursuant to Section 253 of the DGCL (the “Merger”); and further

     RESOLVED, that the effective time and date of the Merger (the “Effective Time”) shall be 11:59 P.M. Eastern Time on May 31, 2008; and further

     RESOLVED, that upon the Merger, the Subsidiary shall be the surviving corporation and shall continue as a corporation organized and existing pursuant to the laws of the State of Delaware under the name of “THE AMERICAN BOTTLING COMPANY”; and further

     RESOLVED, that following the Merger, the corporate existence of the Subsidiary, with all of its purposes, powers and objects, shall continue unaffected and unimpaired by the Merger, and as the surviving corporation, it shall, from and after the Merger, possess all of the rights, privileges, immunities, powers and purposes of the Corporation, and all of the property (real, personal and intangible), causes of action and every other asset of the Corporation shall vest in the Subsidiary, and the Subsidiary shall assume all of the obligations and liabilities of the Corporation, all without further act or deed; and further

     RESOLVED, that the separate corporate existence of the Corporation shall cease upon the Merger; and further

     RESOLVED, that, upon the Merger, each share of common stock, par value $0.01 per share, of the Corporation issued and outstanding immediately prior to the Effective Time shall automatically, by virtue of the Merger and without any action on the part of the holder thereof, be converted into one fully paid and non-assessable shares of common stock, $0.01 par value per share, of the surviving corporation, a certificate or certificates for which shall be issued to the sole stockholder of the Corporation upon surrender to the surviving corporation of the sole stockholder’s certificate(s) formerly representing shares of common stock of the Corporation; and further

     RESOLVED, that, upon the Merger, each share of common stock, par value $0.01 per share, of the Subsidiary that is issued and outstanding or held as treasury stock immediately prior to the Merger shall automatically, by virtue of the Merger and without any action on the part of the holder thereof, be canceled, retired and cease to exist without payment of any consideration with respect thereto; and further

     RESOLVED, that, from and after the Merger, the Certificate of Incorporation and the By-Laws of the Subsidiary, as in effect immediately prior to the Merger, shall be those of the surviving corporation; and further

     RESOLVED, that the members of the Board of Directors and officers of the Subsidiary immediately prior to the Merger shall be the members of the Board of Directors and the officers, respectively, of the surviving corporation until successors are appointed in accordance with applicable law and the Certificate of Incorporation and the By-Laws of the surviving corporation; and further

     RESOLVED, that for U.S. Federal income tax purposes, the Merger is intended to qualify as a tax-free reorganization under Section 368 of the Internal Revenue Code of 1986, as amended; and further

     RESOLVED, that at any time prior to the time the Certificate of Ownership and Merger filed with the Secretary of State of the State of Delaware becomes effective, the transactions contemplated by these resolutions may be

2

abandoned, these resolutions may be rescinded and said Certificate of Ownership and Merger terminated in accordance with Section 25 l(d) of the DGCL and any other applicable law; and further

     RESOLVED, that the Board hereby recommends that the sole stockholder of the Corporation approve the Merger and submits the Merger to the sole stockholder of the Corporation for approval; and further

     RESOLVED, that upon approval of the Merger by the sole stockholder, each officer of the Corporation be, and each of them hereby is, authorized, empowered and directed to execute, acknowledge, file and report, in the name and on behalf of the Corporation, the Certificate of Ownership and Merger and those other agreements, instruments and documents as may be contemplated by the Certificate of Ownership and Merger and any amendments or supplements thereto, in such form and with any such changes, additions or deletions as any such officer shall determine to be advisable and in the best interests of the Corporation, which determination shall be conclusively evidenced by such officer’s execution and delivery thereof; and further

     RESOLVED, each officer of the Corporation be, and each of them hereby is, authorized, empowered and directed to execute and deliver in the name and on behalf of the Corporation, any agreements, instruments and documents and to do and perform all such acts and things as in their judgment, or in the judgment of any one of them, shall be deemed necessary or advisable in order to carry out, comply with, and effectuate the intent and purposes of the foregoing resolutions and any or all of the transactions contemplated therein or thereby, the authority thereof to be conclusively evidenced by the execution and delivery of such agreements, instruments and documents or the taking of such action.

     FOURTH: ABC shall be the surviving corporation of the Merger under the name of “THE AMERICAN BOTTLING COMPANY”.

     FIFTH: The sole stockholder of the Corporation by unanimous written consent dated as of May 20, 2008 has approved the merger of the Corporation with and into the Subsidiary in accordance with Section 228 of the General Corporation Law of the State of Delaware.

     SIXTH: The merger of the Corporation with and into ABC shall be effective as of 11:59 P.M. Eastern Time on May 31, 2008.

[Signature page follows.]

3

     IN WITNESS WHEREOF, the Corporation has caused this Certificate of Ownership and Merger to be executed by its duly authorized officer as of the date first written above.

DR PEPPER SNAPPLE BOTTLING GROUP, INC.
By:	/s/ William M. Nelson
	Name:	William M. Nelson
	Title:	Senior Vice President & Secretary

[Signature Page to Certificate of Ownership and Merger]

EX-3.59

Exhibit 3.59

PAGE 1     

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “CADBURY SCHWEPPES FINANCE, INC.” AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF INCORPORATION, FILED THE TWELFTH DAY OF AUGUST, A.D. 1996, AT 4 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.

		/s/ Harriet Smith Windsor
		Harriet Smith Windsor, Secretary of State
2652540 8100H		AUTHENTICATION:	2474124
030394572		DATE:	06-16-03

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:00 PM 08/12/1996

960235312 – 2652540

CERTIFICATE OF INCORPORATION

OF

CADBURY SCHWEPPES FINANCE, INC.

          The undersigned incorporator, for the purpose of incorporating or organizing a corporation under the General Corporation Law of the State of Delaware, certifies:

          FIRST: The name of the corporation is CADBURY SCHWEPPES FINANCE, INC.

          SECOND: The location of the registered office of the Corporation in the State of Delaware is at Corporation Trust Center, 1209 Orange Street, New Castle County, Wilmington, Delaware, 19801. The name of the registered agent of the Corporation in the State of Delaware at such address upon whom process against the Corporation may be served is The Corporation Trust Company.

          THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

          FOURTH: The total number of shares of stock which the Corporation shall be authorized to issue is Ten Thousand (10,000) shares of Common Stock of the par value of $.01 per share.

          FIFTH: The Board of Directors of the Corporation shall have the power to make, alter and repeal the By-Laws of the Corporation, subject to the reserved power of the stockholders to make, alter and repeal By-Laws. Unless otherwise provided in the By-Laws of the Corporation, elections of Directors need not be by written ballot.

          SIXTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this Corporation under the provisions of section 291 of the General Corporation Law of the State of Delaware or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of section 279 of the General Corporation Law of the State of Delaware, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall,

if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of this Corporation, as the case may be, and also on this Corporation.

          SEVENTH: Each person who at any time is or was a director or officer of the Corporation, and each other person who at any time is or was an employee, trustee or agent of the Corporation as to whom the Board of Directors has specifically approved the applicability of this Article, and is or was threatened to be or is or was made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director, officer, employee, trustee or agent, as the case may be, of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any such action, suit or proceeding to the full extent authorized under Section 145 of the General Corporation Law of the State of Delaware. The foregoing right of indemnification shall in no way be exclusive of any other rights of indemnification to which such director, officer, employee, trustee or agent may be entitled, under any By-Law, agreement, vote of stockholders or disinterested directors, or otherwise.

          EIGHTH: The name and mailing address of the undersigned incorporator are David G. Nichols, Jr., Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, NY 10178.

          IN WITNESS WHEREOF, I have signed this Certificate this 12th day of August, 1996.

/s/ David G. Nichols, Jr.

David G. Nichols, Jr.

-2-

EX-3.60

Exhibit 3.60

PAGE 1     

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “CADBURY SCHWEPPES FINANCE, INC.”, FILED IN THIS OFFICE ON THE TENTH DAY OF DECEMBER, A.D. 2004, AT 1:26 O’CLOCK P.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

		/s/ Harriet Smith Windsor
		Harriet Smith Windsor, Secretary of State
2652540 8100		AUTHENTICATION:	3538716
040893945		DATE:	12-10-04

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:52 PM 12/10/2004

FILED 01:26 PM 12/10/2004

SRV 040893945 – 2652540 FILE

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

CADBURY SCHWEPPES FINANCE, INC.

          Cadbury Schweppes Finance, Inc., a Delaware corporation (the “Corporation”), hereby certifies that the amendment set forth below to the Corporation’s Certificate of Incorporation was duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware:

          FIRST: Article FOURTH is amended to read in its entirely as follows:

          “The total number of shares of stock which the Corporation shall be authorized to issue is Twenty Six Thousand (26,000) shares of Common Stock, par value $.01 per share. Any shares of Common Stock repurchased by the Corporation shall thereupon immediately be retired and canceled, shall be prohibited from being reissued and shall be eliminated from the authorized shares of Common Stock the Corporation has authority to issue.”

          IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by its duly authorized officers, on this 9th day of December, 2004.

CADBURY SCHWEPPES FINANCE, INC.
By:	/s/ Lisa Longo
Name:	Lisa Longo
Office:	Vice President

EX-3.61

Exhibit 3.61

PAGE 1     

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF RETIREMENT OF “CADBURY SCHWEPPES FINANCE, INC.”, FILED IN THIS OFFICE ON THE THIRTEENTH DAY OF DECEMBER, A.D. 2004, AT 4:24 O’CLOCK P.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

		/s/ Harriet Smith Windsor
		Harriet Smith Windsor, Secretary of State
2652540 8100		AUTHENTICATION:	3545110
040899758		DATE:	12-14-04

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:36 PM 12/13/2004

FILED 04:24 PM 12/13/2004

SRV 040899758 – 2652540 FILE

CERTIFICATE OF RETIREMENT
OF SHARES OF STOCK
OF
CADBURY SCHWEPPES FINANCE, INC.

Pursuant to Section 243(b) of the General Corporation Law
of the State of Delaware

     Cadbury Schweppes Finance, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), hereby certifies as follows:

     1. The Board of Directors of the Company has adopted resolutions providing for the repurchase, retirement and cancellation of 1,000 shares (the “Shares”) of Common Stock, par value $.01 per share, of the Company ( “Common Stock”), which were, prior to such repurchase, retirement and cancellation, issued and outstanding shares of Common Stock.

     2. The Shares have been repurchased, retired, and cancelled on the stock books of the Company.

     3. The Certificate of Incorporation of the Company (as the same has been amended, the “Certificate of Incorporation”), prohibits the reissuance of shares of Common Stock which are otherwise acquired by the Company, and requires that upon any acquisition of shares of Common Stock by the Company the shares of Common Stock so acquired be immediately retired and cancelled on the stock books of the Company and eliminated from the authorized shares of Common Stock the Corporation has authority to issue.

     4. Pursuant to the provisions of Section 243(b) of the General Corporation Law of the State of Delaware, upon the effective time of this Certificate of Retirement, the Certificate of Incorporation of the Company shall be amended so as to reduce the authorized number of shares of Common Stock, which the Company has authority to issue by 1,000 shares.

     5. The authorized number of shares of Common Stock, par value $0.01 per share, of the Company, which shall remain is 25,000 shares.

     IN WITNESS WHEREOF, the Company has caused this Certificate of Retirement to be executed this 13^th day of December 2004.

Cadbury Schweppes Finance, Inc.
By:	/s/ Lisa Longo
Name:	Lisa Longo
Title:	Vice President

CORPORATE/CSAR/CSFI Certificate of Retirement

EX-3.62

Exhibit 3.62

PAGE 1     

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “CADBURY SCHWEPPES FINANCE, INC.”, CHANGING ITS NAME FROM “CADBURY SCHWEPPES FINANCE, INC.” TO “DPS FINANCE I, INC.”, FILED IN THIS OFFICE ON THE EIGHTH DAY OF MAY, A.D. 2008, AT 3:40 O’CLOCK P.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

		/s/ Harriet Smith Windsor
		Harriet Smith Windsor, Secretary of State
2652540 8100		AUTHENTICATION:	6578525
080521799		DATE:	05-08-08
you may verify this certificate online at corp.delaware.gov/authver.shtml

State of Delaware

Secretary of State
Division of Corporations

Delivered 03:53 PM 05/08/2008

FILED 03:40 PM 05/08/2008

SRV 080521799 – 2652540 FILE

CERTIFICATE OF AMENDMENT
OF
AMENDED & RESTATED
CERTIFICATE OF INCORPORATION

*****

          CADBURY SCHWEPPES FINANCE, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

          FIRST: That the Board of Directors of said corporation, in lieu of a meeting and by unanimous written consent of its members, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Amended & Restated Certificate of Incorporation of CADBURY SCHWEPPES FINANCE, INC. be amended by changing the First Article thereof so that, as amended, said Article shall be and read as follows:

“The name of the Corporation is DPS Finance I, Inc.

          SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

          THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

          FOURTH: That this Certificate of Amendment of the Certificate of Incorporation shall be effective on May 8, 2008.

          IN WITNESS WHEREOF, said corporation has caused this certificate to be signed by James L. Baldwin its Executive Vice President and Secretary this 18^th day of April, 2008.

By	/s/ James L. Baldwin
	James L. Baldwin
Executive Vice President & Secretary

EX-3.63

Exhibit 3.63

Certificate of Assistant Secretary

     I, Wayne R. Lewis, in my capacity as Assistant Secretary of DPS Finance I, Inc., a Delaware corporation (the “Corporation”), am delivering this Certificate of Assistant Secretary to certify that the Corporation was formerly known as Cadbury Schweppes Finance, Inc. (“Former Name”) and the Bylaws attached hereto in the Former Name continue to be the Bylaws of the Corporation.

     IN WITNESS WHEREOF, I have set my hand to this Certificate as of the 18^th day of November, 2008.

DPS FINANCE I, INC. a Delaware corporation
By:	/s/ Wayne R. Lewis
	Wayne R. Lewis
	Assistant Secretary

State of Texas	§
	§
County of Collin	§

     This instrument was acknowledged before me on this 18^th day of November 2008, by Wayne R. Lewis, Assistant Secretary of DPS Finance I, Inc., a Delaware corporation, on behalf of said corporation.

/s/ Janet L. Barrett  

Janet L. Barrett 

Notary Public in and for the State of Texas 

BY-LAWS

OF

CADBURY SCHWEPPES FINANCE, INC.

ARTICLE I
Meetings of Stockholders

          SECTION 1. Annual Meetings. The annual meeting of the stockholders for the election of directors and for the transaction of such other business which may properly come before the meeting shall be held at such place within or without the State of Delaware, on a business day and at a time designated by resolution of the Board of Directors (hereinafter the “Board”).

          SECTION 2. Special Meetings. Special meetings of the stockholders, for any purpose or purposes, shall be held at such time and place within or without the State of Delaware as the Board shall determine whenever called by order of the President, the Board or by stockholders holding together at least one-fourth of all shares of the Corporation entitled to vote at the meeting.

          SECTION 3. Notice of Meetings. Written notice of every meeting of stockholders, stating the date, time, place and purposes thereof, shall be given personally or by mail not less than ten (10) nor more than sixty (60) days (except as otherwise provided by law) before the date of such meeting to each person who appears on the stock transfer books of the Corporation as a stockholder and who is entitled to vote at such meeting. If such notice is mailed, it shall be directed to such stockholder at his address as it appears on the stock transfer books of the Corporation.

          SECTION 4. Quorum. At any meeting of the stockholders, the holders of a majority of the shares of the Corporation entitled to vote at such meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of any business, except where otherwise provided by law or in the Certificate of Incorporation.

          SECTION 5. Adjournments. If at any meeting of the stockholders a quorum shall fail to attend in person or by proxy or the holders of a majority of the shares present in person or by proxy and entitled to vote at such meeting desire to adjourn the meeting, the holders of a majority of the shares present in person or by proxy and entitled to vote at such meeting may adjourn the meeting from time to time until a quorum shall attend or to another time or place, as the case may be, and thereupon any business may be transacted which might have been transacted at the original

meeting. Notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken, provided, however, that if the adjournment is for more than thirty (30) days, or if after the adjournment, a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

          SECTION 6. Organization. The Chairman, or the President, and in their absence a chairman chosen by a majority vote of the stockholders present in person or by proxy and entitled to vote, shall call meetings of the stockholders to order and shall act as chairman thereof. The Secretary or an Assistant Secretary of the Corporation shall act as secretary at all meetings of the stockholders when present, and, in the absence of both, the chairman may appoint any person to act as secretary.

          SECTION 7. Order of Business. The order of business at all meetings of the stockholders shall be as determined by the chairman of the meeting. The chairman may rule on questions of order and procedure coming before the meeting or submit such questions to the vote of the meeting.

          SECTION 8. Voting. At each meeting of the stockholders, each stockholder entitled to vote any shares on any matter to be voted upon at such meeting shall be entitled to one vote on such matter for each such share and may exercise such voting right either in person or by proxy appointed by an instrument in writing subscribed by such stockholder or his duly authorized attorney. No such proxy shall be voted or acted upon after eleven months from its date unless the proxy provides for a longer period. Voting need not be by written ballot. All elections of directors shall be decided by a plurality vote and all other matters decided and actions authorized by a majority vote, except as otherwise required by law.

          SECTION 9. Inspectors. At any meeting of stockholders, inspectors of election may be appointed by the chairman of the meeting for the purpose of opening and closing the polls, receiving and taking charge of the proxies, and receiving and counting the ballots or the vote of stockholders otherwise given. The inspectors shall be appointed by the chairman of the meeting, shall be sworn to faithfully perform their duties, and shall in writing certify to the voting returns. No candidate for election as director shall be appointed or act as inspector.

          SECTION 10. Stockholder List. At least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of such stockholder, shall be prepared and held open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours for said ten (10) days either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

2

          SECTION 11. Informal Action. Any action that may be taken at any annual or special meeting of the stockholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE II
Directors

          SECTION 1. Functions, Number and Term of Office. The property, business and affairs of the Corporation shall be managed by or under the direction of a Board, who need not be stockholders, citizens of the United States or residents of the State of Delaware, consisting of five (5) members or such other number as may be determined from time to time by action of the Board taken by the affirmative vote of a majority of the whole Board. The use of the phrase “whole Board” herein refers to the total number of directors which the Corporation would have if there were no vacancies. Except as otherwise provided by law or in these By-Laws or in the Certificate of Incorporation, the directors shall be elected by the stockholders of the Corporation, and shall hold office until the next annual meeting of stockholders and until their successors shall be elected and shall qualify, or until their earlier resignation or removal.

          SECTION 2. Vacancies. Unless otherwise provided in the Certificate of Incorporation or in these By-Laws, vacancies among the directors, whether caused by resignation, death, disqualification, removal, an increase in the authorized number of directors or otherwise, may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

          SECTION 3. Removal. Any director or the whole Board may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

          SECTION 4. Place of Meeting. The directors may hold their meetings and may have one or more offices and keep the books of the Corporation (except as otherwise may at any time be provided by law) at such place or places within or without the State of Delaware as the Board may from time to time determine.

          SECTION 5. Annual Meeting. The newly elected Board may meet for the purpose of organization, the election of officers and the transaction of other business each year without notice immediately after the annual meeting of stockholders at the same place as such meeting of stockholders, or at such time and place within or without the State of Delaware as shall be fixed as provided in Section 7 of this Article for special meetings of the Board.

3

          SECTION 6. Regular Meetings. Regular meetings of the Board shall be held at such time and place within or without the State of Delaware as the Board shall from time to time by resolution determine and no notice of such regular meeting shall be required.

          SECTION 7. Special Meetings. Special meetings of the Board shall be held whenever called by the direction of the Chairman, President or of one-third of the directors then in office. Notice shall be given to each director of the date, time and place of each special meeting by mailing the same at least three (3) days before the meeting or by telexing, telegraphing or telephoning the same not later than the day before the meeting, at the residence address of each director or at his usual place of business. Special meetings of the Board shall be held at such place within or without the State of Delaware as shall be specified in the call for the meeting.

          SECTION 8. Quorum. Except as otherwise provided by law or in the Certificate of Incorporation, the presence of at least three of the directors, but not less than one-third of the directors in office shall constitute a quorum for the transaction of business. A majority of those present at any meeting, if less than a quorum be present, may adjourn the meeting from time to time without notice, until a quorum be had.

          SECTION 9. Action by Board. Except as otherwise provided by law or in the Certificate of Incorporation, the vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board.

          SECTION 10. Expenses. Directors shall be reimbursed by the Corporation for ordinary and reasonable expenses incurred in the performance of their duties.

          SECTION 11. Organization. At all meetings of the Board, the Chairman, or in his absence the President, if he is a member of the Board, or in their absence, a chairman chosen by a majority vote of the directors present, shall preside. The Secretary or an Assistant Secretary of the Corporation shall act as secretary at all meetings of the Board when present, and, in the absence of both, the Chairman may appoint any person to act as secretary.

          SECTION 12. Committees. The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation, to serve at the pleasure of the Board. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the Board, and except as provided by law, shall have and may exercise all the powers and authority of the Board in the management of the property, business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it.

          SECTION 13. Meetings by Telephone Conference. Any member of the Board or any committee designated by such Board may participate in any meeting of such Board or

4

committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in any meeting pursuant to this provision shall constitute presence in person at such meeting.

          SECTION 14. Informal Action. Any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all the members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

ARTICLE III
Officers

          SECTION 1. Number. The executive officers of the Corporation shall be a Chairman, a President, one or more Senior Vice Presidents, one or more Vice Presidents, a Treasurer and a Secretary, each of whom shall be elected or appointed by the Board. The Board may appoint one or more Assistant Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers and such other subordinate officers and agents as it may deem necessary or advisable. Any number of offices may be held by the same person.

          SECTION 2. Election and Term of Office. The officers of the Corporation to be elected or appointed by the Board shall be elected or appointed annually by the Board at the first meeting of the Board held after each annual meeting of the stockholders, and shall hold office until his successor is elected or appointed and qualified, or until his earlier resignation or removal.

          SECTION 3. Compensation. The Board shall have the power to fix the compensation of all officers, agents and employees of the Corporation, which power, as to other than elected officers, may be delegated as the Board shall determine.

          SECTION 4. Removal. All officers, agents and employees of the Corporation shall be subject to removal, with or without cause, at any time by affirmative vote of the majority of the whole Board whenever, in the judgment of the Board, the best interests of the Corporation will be served thereby. The power to remove agents and employees, other than officers or agents elected or appointed by the Board, may be delegated as the Board shall determine.

          SECTION 5. Vacancies. Any vacancy in any office because of death, resignation, removal or otherwise, may be filled by the Board for the unexpired portion of the term.

          SECTION 6. The Chairman. The Chairman shall preside at meetings of the Board and the stockholders and perform all other duties incident to his office and such other duties as may from time to time be assigned to him by the Board.

          SECTION 7. The President. The President shall be the chief executive officer and chief operating officer of the Corporation and shall have the general powers and duties of

5

supervision and management of the property, business and affairs of the Corporation. The President shall see that all orders and resolutions of the Board are carried into effect, and in general, he shall perform all duties incident to the office of President and such other duties as may from time to time be assigned to him by the Board. He shall, in the absence or disability of the Chairman, perform the duties and exercise the powers of the Chairman.

          SECTION 8. Senior Vice Presidents. The Senior Vice Presidents shall, as directed by the President, assist the President in the management of the business and affairs of the Corporation and, in the order designated by the Board, shall, in the absence or disability of the Chairman and the President, perform the duties and exercise the powers of the Chairman and the President.

          SECTION 9. The Vice Presidents. The Vice Presidents shall, as directed by the President and the Senior Vice Presidents, assist in the management of the business and affairs of the Corporation and, in the order designated by the Board, shall, in the absence or disability of the Chairman, the President and the Senior Vice Presidents, perform the duties and exercise the powers of the Chairman and the President.

          SECTION 10. The Treasurer. The Treasurer shall have the general care and custody of and be responsible for all the funds and securities of the Corporation which may come into his hands and shall deposit the same to the credit of the Corporation in such bank or banks or depositories as from time to time may be designated by the Board or by an officer or officers authorized by the Board to make such designation, and the Treasurer shall pay out and dispose of the same under the direction of the Board. He shall have general charge of all the securities of the Corporation and shall in general perform all duties incident to the position of Treasurer and such other duties as may from time to time be assigned to him by the Board or the President.

          SECTION 11. The Secretary. The Secretary shall keep the minutes of all proceedings of the Board, of any committee of the Board and of all meetings of the stockholders in books provided for that purpose, of which he shall be the custodian; he shall attend to the giving and serving of all notices for the Corporation; he shall have charge of the seal of the Corporation, of the stock certificate books and such other books and papers as the Board may direct; and he shall in general perform all the duties incident to the office of Secretary and such other duties as may from time to time be assigned to him by the Board or the Chairman.

          SECTION 12. The Assistant Secretary. The Assistant Secretary shall, as directed by the Secretary, assist the Secretary in the performance of the duties and the exercise of the powers of the Secretary; and he shall in general perform all the duties incident to the office of Assistant Secretary and such other duties as may from time to time be assigned to him by the Board, the Chairman or the Secretary.

          SECTION. 13. Bonding. The Board shall have power to require any officer or employee of the Corporation to give bond for the faithful discharge of his duties in such

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form and with such surety or sureties as the Board may deem advisable.

          SECTION 14. Voting of Securities. Unless otherwise directed by the Board, the Chairman or the President shall have full power and authority on behalf of the Corporation to attend, act and vote, or to execute and deliver in the name of and on behalf of the Corporation a proxy authorizing an agent or attorney-in-fact for the Corporation to attend, act and vote, at any meeting of security holders of any corporation in which the Corporation may hold securities and to execute and deliver in the name of and on behalf of the Corporation any written consent of security holders in lieu of any such meeting, and at any such meeting each of them, or the agent or attorney-in-fact duly authorized by either of them, shall possess and may exercise any and all rights and powers incident to the ownership of such securities which the Corporation, as the owner thereof, might have possessed or exercised if present. The Board may, by resolution, from time to time, confer like power upon any other person or persons.

ARTICLE IV
Stock

          SECTION 1. Form and Execution of Certificates. The certificates of shares of stock of the Corporation shall be in such form as shall be approved by the Board. Every stockholder in the Corporation shall be entitled to have a certificate signed by, or in the name of the Corporation by, the Chairman, the President, a Senior Vice President or a Vice President, and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary. Any or all of the signatures on the certificate may be a facsimile. In case any officer who has signed such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of its issue.

          SECTION 2. Transfer of Stock Certificates. The Board shall cause suitable books to be kept for the registry and transfer of the shares of the capital stock of the Corporation. Shares of the capital stock shall be transferable on the record of stockholders upon presentation to the Corporation or a transfer agent of a certificate or certificates representing the shares of stock requested to be transferred, with proper endorsement on the certificate or certificates or on a separate accompanying document or accompanied by proper evidence of succession or assignment or authority to transfer, together with such evidence of the payment of transfer taxes and compliance with any other provisions of the law, as the Corporation or its transfer agent may require. No transfers of stock shall be valid unless made upon the books of the Corporation by authority of the owner of such stock or of his or its duly authorized legal representative and except upon the surrender and cancellation of the old certificate or certificates (unless certificates have been lost, stolen or destroyed).

          SECTION 3. Lost, Stolen or Destroyed Stock Certificates. No certificate for shares of stock of the Corporation shall be issued in place of any certificate theretofore issued by the Corporation and alleged to have been lost, stolen or destroyed, except, if and to the extent required by the Board, upon:

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          (a) Production of evidence of loss, wrongful taking or destruction;

          (b) The execution and delivery to the Corporation of an affidavit setting forth the facts regarding such loss, destruction or wrongful taking;

          (c) Delivery of a bond in such form and amount as the Board may require, indemnifying the Corporation and its agent against any claim that may be made against it or them on account of the alleged loss, destruction or wrongful taking of the replaced certificate or the issuance of the new certificate;

          (d) Payment of the expenses of the Corporation and its agents incurred in connection with the issuance of the new certificate; and

          (e) Compliance with such other reasonable requirements as may be imposed.

          SECTION 4. Fixing of Record Date. For the purpose of determining the stockholders entitled to notice of, and to vote at, any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix, in advance, a date as the record date for any such determination of stockholders, and all persons who are stockholders of record on the date so fixed, and no others, shall be entitled to notice of, and to vote at, such meeting or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or to take any other lawful action, as the case may be. Such record date shall not be more than sixty (60) days nor less than ten (10) days before the date of any such meeting, nor more than sixty (60) days prior to any other action.

          SECTION 5. Regulations. The Board may make such other rules and regulations consistent with any governing statute as it may deem expedient concerning the issue, transfer and registration of certificates of stock.

ARTICLE V
Seal

          SECTION 1. Seal. The corporate seal of the Corporation shall consist of two concentric circles, between which shall be the name of the Corporation and in the center of which shall be “Corporate Seal, 1996, Delaware”.

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ARTICLE VI
Books of Account and Stock Book

          SECTION 1. Books of Account and Stock Book. The Corporation shall keep books of account of all the business and transactions of the Corporation at its office. A book to be known as the stock register, containing the names, alphabetically arranged, of all persons who are stockholders of the Corporation, showing their places of residence, the number of shares of stock held by them respectively, and the times when they respectively became the owners thereof, and the amount paid thereon, shall be kept at the office of the Corporation, or its transfer agent.

ARTICLE VII
Fiscal Year

          SECTION 1. Fiscal Year. The fiscal year of the Corporation shall begin on the Sunday following the Saturday closest to December 31 in each year, and shall terminate on the Saturday closest to December 31 in each succeeding year.

ARTICLE VIII
Notices and Waiver

          SECTION 1. Kind of Notice Required. Whenever under the provisions of these By-Laws notice is required to be given to any director, officer or stockholder, it shall not be construed to mean personal notice, but unless otherwise expressly stated in these By-Laws such notice may be given in writing by depositing the same in a post office or letter box in a postpaid sealed wrapper, addressed to such stockholder, officer or director, as from time to time may be designated by the Board or by an officer or officers authorized by the Board to make such designation.

          SECTION 2. Execution of Contracts, Deeds. Etc. The Board may authorize any officer or officers, agent or agents, in the name and on behalf of the Corporation, to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

ARTICLE IX
Indemnification

          SECTION 1. Who May Be Indemnified.

          (a) Actions, Suits and Proceedings Other Than By Or In The Right Of The Corporation. The Corporation shall indemnify any person who at any time is or was a director or officer of the Corporation, and any person approved by the Board who at any time is or was an employee, trustee or agent of the Corporation, and is or was threatened to be or is or was made a

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party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a director or officer, or an employee, trustee or agent, as the case may be, of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with any such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contenders or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe his or her conduct was unlawful.

          (b) Actions or Suits By Or In The Right of The Corporation. The Corporation shall indemnify any person who at any time is or was a director or officer of the Corporation, and any person approved by the Board who at any time is or was an employee, trustee or agent of the Corporation, and is or was threatened to be or is or was made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director or officer, or an employee, trustee or agent, as the case may be, of the Corporation, or is or was serving at the request of the Corporation as a director, officer employee, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually or reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

          (c) Indemnification for Expenses. To the extent that a director, officer, employee, trustee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraph (a) or (b), or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

          (d) Determination of Entitlement to Indemnification. Any indemnification under paragraph (a) or (b) (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer, or, with the

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approval of the Board, the employee, trustee or agent, is proper in the circumstances because he or she has met the applicable standard of conduct set forth in paragraph (a) or (b). Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable, a majority vote of a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders.

          (e) Advance of Expenses. Expenses incurred by an officer or director in defending a civil or criminal action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article. Such expenses incurred by employees, trustees or agents for whom the Board extends the benefits of this Article may be so paid upon such terms and conditions, if any, as the Board deems appropriate.

          SECTION 2. Indemnification Not Exclusive Right. The indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification and advancement of expenses may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, trustee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

          SECTION 3. Insurance. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, trustee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article.

          SECTION 4. “Corporation” Defined For Indemnification Purposes. For purposes of this Article, references to the “Corporation” shall include (in addition to the Corporation and any resulting corporation) any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had the power and authority to indemnify its directors, officers, employees, trustees or agents, so that any person who is or was a director, officer, employee, trustee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

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ARTICLE X
Amendment

          SECTION 1. Amendment. The By-Laws, regardless of whether made by stockholders or by the Board of Directors, may be amended, added to or repealed, or new By-Laws may be made, at any meeting of the stockholders, or (except such By-Laws or such amendments as shall have been adopted by the stockholders and at the time of such adoption expressly designated as revocable only by the stockholders) at any meeting of the Board of Directors, provided that notice of the proposed change (unless waived as herein provided by a waiver or presence at the meeting) be given in notice of the meeting.

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TABLE OF CONTENTS

			Page
ARTICLE I Meetings of Stockholders				1
	SECTION 1.	Annual Meetings		1
	SECTION 2.	Special Meetings		1
	SECTION 3.	Notice of Meetings		1
	SECTION 4.	Quorum		1
	SECTION 5.	Adjournments		1
	SECTION 6.	Organization		2
	SECTION 7.	Order of Business		2
	SECTION 8.	Voting		2
	SECTION 9.	Inspectors		2
	SECTION 10.	Stockholder List		2
	SECTION 11.	Informal Action		3
ARTICLE II Directors				3
	SECTION 1.	Functions, Number and Term of Office		3
	SECTION 2.	Vacancies		3
	SECTION 3.	Removal		3
	SECTION 4.	Place of Meeting		3
	SECTION 5.	Annual Meeting		3
	SECTION 6.	Regular Meetings		4
	SECTION 7.	Special Meetings		4
	SECTION 8.	Quorum		4
	SECTION 9.	Action by Board		4
	SECTION 10.	Expenses		4
	SECTION 11.	Organization		4
	SECTION 12.	Committees		4
	SECTION 13.	Meetings by Telephone Conference		4
	SECTION 14.	Informal Action		5
ARTICLE III Officers				5
	SECTION 1.	Number		5
	SECTION 2.	Election and Term of Office		5
	SECTION 3.	Compensation		5
	SECTION 4.	Removal		5
	SECTION 5.	Vacancies		5
	SECTION 6.	The Chairman		5
	SECTION 7.	The President		5

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			Page
	SECTION 8.	Senior Vice Presidents		6
	SECTION 9.	The Vice Presidents		6
	SECTION 10.	The Treasurer		6
	SECTION 11.	The Secretary		6
	SECTION 12.	The Assistant Secretary		6
	SECTION 13.	Bonding		6
	SECTION 14.	Voting of Securities		7
ARTICLE IV Stock				7
	SECTION 1.	Form and Execution of Certificates		7
	SECTION 2.	Transfer of Stock Certificates		7
	SECTION 3.	Lost, Stolen or Destroyed Stock Certificates		7
	SECTION 4.	Fixing of Record Date		8
	SECTION 5.	Regulations		8
ARTICLE V Seal				8
	SECTION 1.	Seal		8
ARTICLE VI Books of Account and Stock Book				9
	SECTION 1.	Books of Account and Stock Book		9
ARTICLE VII Fiscal Year				9
	SECTION 1.	Fiscal Year		9
ARTICLE VIII Notices and Waiver				9
	SECTION 1.	Kind of Notice Required		9
	SECTION 2.	Execution of Contracts, Deeds, Etc.		9
ARTICLE IX Indemnification				9
	SECTION 1.	Who May Be Indemnified		9
	SECTION 2.	Indemnification Not Exclusive Right		11
	SECTION 3.	Insurance		11
	SECTION 4.	“Corporation” Defined For Indemnification Purposes		11
ARTICLE X Amendment				12
	SECTION 1.	Amendment		12

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EX-3.64

Exhibit 3.64

     THIS AMENDED AND RESTATED AGREEMENT OF GENERAL PARTNERSHIP is made on February 14, 2007, yet shall remain effective as of May 14, 2001

BETWEEN:

(1)	Cadbury Schweppes Americas Inc., a Delaware corporation (“Partner 1”); and
(2)	Cadbury Schweppes Americas Investments Inc., a Delaware corporation (“Partner 2”).

RECITAL

Partner 1 and Partner 2 desire to form the Partnership as a general partnership.

THE PARTIES AGREE AS FOLLOWS:

1. GENERAL PROVISIONS

 1.1. Definitions

The following definitions shall for all purposes, unless otherwise clearly indicated, apply to the terms used in this Agreement:

“Act” shall have the meaning ascribed to it in Clause 1.2 below;

“Agreement” means this Agreement of General Partnership, including all amendments and modifications hereto and all schedules and exhibits to which reference is made herein;

“Partners” means Partner 1 and Partner 2 and any other Person admitted as a Partner pursuant to Clause 1.7, until such time as any of such Persons shall have withdrawn or been deemed to have withdrawn as a Partner in accordance with the terms hereof, and “Partner” means any of them;

“Percentage Interest” means with respect to each Partner, the percentage set forth opposite such Partner’s name in Schedule 1 hereto, as amended from time to time, representing that Partner’s proportionate share of the assets of the Partnership;

“Person” means an individual, partnership, corporation, limited liability company, trust or other entity of whatever nature.

1.2. Formation of the Partnership

1

	The Partners agree to and hereby form the Partnership as a general partnership, pursuant to Chapter 87 of the Nevada Revised Statutes, cited as the Nevada Uniform Partnership Act, and pursuant to NRS 87.025, expressly state that the Partnership volunteers to be governed by the provisions of NRS 87.010 to 87.430, inclusive (the “Act”), and this Agreement. Except as provided in this Agreement the rights, duties, liabilities and obligations of the Partners and the administration, dissolution, winding up and termination of the Partnership shall be governed by the Act.
1.3.	Name
	The name of the Partnership shall be Cadbury Schweppes Holdings (U.S.). The name of the Partnership may be changed by the Partners.
1.4.	Principal Place-of Business
	The principal place of business of the Partnership shall be located at 900 King Street Rye Brook, NY 10573.
1.5.	Term
	The term of the Partnership shall commence on the date hereof and shall continue until the Partners agree to dissolve the Partnership or the Partnership is dissolved pursuant to the terms of the Act.
1.6.	Business of the Partnership

(a)	The Partners have organized the Partnership for the purposes of the carrying on of the business of making debt and/or equity investments and engaging in any lawful business permitted by the Act or the laws of any jurisdiction in which the Partnership may do business.
(b)	The Partners may invest any funds which are held prior to investment or distribution, or held in any reserve established by the Partners, in such instruments or investments as the Partners may designate.
(c)	Subject to the terms of this Agreement, the Partners may enter into, deliver and perform all contracts, agreements and other undertakings and engage in all activities and transactions as may be necessary or appropriate to carry out the foregoing purposes.

1.7.	Addition and Withdrawal
	Except as provided in Clause 5 below:

2

(a)	No Person may be admitted as a Partner to the Partnership without the prior written consent of all of the Partners themselves; and
(b)	No Partner shall withdraw from the Partnership without the prior written consent of the other Partners then party to this Agreement.

2. MANAGEMENT

2.1. Management

(a)	Subject to the provisions of the Act and any limitations in this Agreement, the Partners have, acting together or separately, complete and exclusive power to direct and control the business and affairs of the Partnership.
(b)	The Partners hereby constitute a management committee of the Partnership (the “Management Committee”) consisting of two members (each, a “Designated Representative”), one designated by Partner 1 and the other designated by Partner 2. In addition, each of Partner 1 and Partner 2 may appoint a delegate to serve in case of such Designated Representative’s unavailability and one or more substitute delegates, each to serve in the case of such delegate’s or substitute delegate’s unavailability. Meetings of the Management Committee shall be called at the request of either Designated Representative (or its delegate or any of its substitute delegates, as applicable) upon two days’ prior written notice to the other Designated Representative (or its delegate or any of its substitute delegates, as applicable). The Management Committee may only act upon the affirmative vote of both Designated Representatives (or their respective delegates or substitute delegates, as applicable) or upon the unanimous written consent of both Designated Representatives (or their respective delegates or substitute delegates, as applicable). The names of the Designated Representatives are set forth on Schedule 2.
(c)	Without the prior approval of the Management Committee, the Partnership shall not:

(i)	create, incur or be obligated in respect of any indebtedness for money borrowed;
(ii)	make any acquisition of, or material investment in, any person, firm or corporation;
(iii)	sell, lease, transfer or otherwise dispose of (by merger, consolidation or otherwise), other than in the ordinary course of business, any significant part of

3

	the Partnership’s operations, business, properties or assets;
(iv)	guarantee, assume or become contingently liable for, either directly or indirectly, any liability of others;
(v)	bid, make a proposal for or enter into any material contract, franchise or other arrangement that would constitute an obligation of the Partnership; or
(vi)	change the fiscal year of the Partnership.

	Notwithstanding the foregoing, Partner 1 and Partner 2 may by resolution of both authorize any action by the Partnership without action or approval of the Management Committee.
(d)	The management of the Partnership, including executive and administrative responsibility for the management of the Partnership’s business, shall, to the extent authorized by the Management Committee, be vested in a Chief Executive Officer and such other officers as are designated by the Management Committee.

2.2.	Meetings
	Meetings of the Partnership shall be held at least once annually. Meetings of the Partnership shall not take place unless both a representative of Partner 1 and a representative of Partner 2 is present unless written consent in lieu of such a meeting of Partners has been executed.
2.3.	Representatives
	Any Designated Representative, delegate or substitute delegate appointed by a Partner, or any director of a Partner or any other person nominated at a board meeting of a Partner shall constitute a representative of that Partner for the purposes of Clause 2.2 above.

3. CAPITAL CONTRIBUTIONS AND WITHDRAWALS

3.1.	Initial Contributions of Partners
	Each Partner undertakes following the execution of this Agreement to make a capital contribution to the Partnership as set forth in Schedule 1 hereto.
3.2.	No Additional Compulsory Contributions
	Additional capital contributions shall only be made by any or all of the Partners pursuant to a resolution of the Partners adopted by unanimous written approval of all Partners themselves.

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3.3.	Interest
	No interest shall be paid on or with respect to the capital account or capital contributions of any of the Partners.
3.4.	Loans from Partners
	Loans by a Partner shall not be considered contributions to the capital of the Partnership except as herein provided.
3.5.	Priority
	Neither Partner shall be entitled to priority over the other Partner with respect to a return of its capital contributions or distributions, except as herein provided.

4. DISTRIBUTIONS; LIABILITIES AND LOSSES

4.1.	Distributions
	The net profits of the Partnership shall be beneficially owned by the Partners in proportion to their Percentage Interests and for an accounting year shall be distributed to the Partners promptly in said proportions.
4.2.	Liabilities and Losses
	The Partners shall bear all liabilities, and all losses and expenses properly incurred by the Partnership, in proportion to their Percentage Interests.

5. ASSIGNMENT OF PARTNER INTEREST

5.1.

Assignment

Neither Partner shall, without the prior written consent of the other Partners themselves (which consent may be given or withheld in the sole discretion of the other Partner), sell, assign, pledge, encumber, or otherwise transfer all or any part of its interest in the assets of the Partnership to a new Partner or to an existing Partner. Any assignment permitted by or pursuant to this Agreement shall be by written instrument.

6. DISSOLUTION OF THE PARTNERSHIP

6.1	Liquidation
	Upon the occurrence of any Event of Dissolution as hereinafter defined, the Partners shall engage in no further business except as may be necessary to

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	distribute the assets of the Partners and wind up the affairs of the Partnership: The Partners, acting jointly, shall appoint a liquidator (who may, but need not, be a Partner) who shall have sole authority and control over the winding up and liquidation of the Partners’ business and affairs and shall diligently pursue the winding up and liquidation of the Partnership. During the course of liquidation, there shall be no cash distributions to the Partners until the Distribution Date (as hereinafter defined).
6.2	Events of Dissolution
	In addition to the causes of dissolution set forth in the Act, the Partners agreeing to dissolve the Partnership shall constitute an “Event of Dissolution” of the Partnership.
6.3	Winding Up
	Liquidation shall continue until the Partnership’s affairs are in such condition that there can be a final accounting, showing that all fixed or liquidated obligations and liabilities of the Partners are: satisfied or can be adequately provided for under this Agreement. The assumption or guarantee in good faith by one or more financially responsible persons shall be deemed to be an adequate means of providing for such obligations and liabilities. In the course of such winding up, the assets of the Partnership shall be distributed in kind to the Partners unless the Partners agree that the assets shall be sold.
6.4	Liquidating Distributions
	When the liquidator has determined that there can be a final accounting, the liquidator shall establish a date for the distribution of the proceeds of liquidation of the Partnership (the “Distribution Date”). The assets of the Partnership, to the extent they are sufficient, shall be distributed in the following order on the Distribution Date:

(a)	First to pay all expenses of liquidation and winding up;
(b)	Second, to pay all debts of the Partnership, other than debts owing to the Partners;
(c)	Third, to pay all debts owed to the Partners; and
(d)	Fourth, to distribute the balance (if any) to the Partners in proportion to their Percentage Interests.

6.5	No Deficit Restoration
	Neither Partner shall be liable for the return of the capital contributions of the

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other Partner, or any portion thereof; nor shall any Partner be required to pay any deficit in its capital account upon dissolution of the Partnership.

7. ACCOUNTING

7.1	Fiscal Year
	The fiscal year of the Partnership for both financial and tax reporting purposes shall end on December 31 in each year. Complete books and records accurately reflecting the accounts, business and transactions shall be maintained and kept by the Partnership.

8. MISCELLANEOUS

8.1.	Execution in Counterparts
	This Agreement may be executed in two counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. Valid execution shall be deemed to have occurred when a signature page is executed by the Partner in question.
8.2.	Notices
	All notices, approvals, consents and other communications required or permitted to be given under this Agreement shall be in writing and shall be hand delivered (including by messenger or recognized commercial delivery or courier service), sent by facsimile transmission or sent by registered or certified mail, postage prepaid, addressed to the Partner intended at the address set forth below or at such other address as such Partner may designate by notice given to the other Partners in the manner aforesaid and shall be deemed given and received on the date it is delivered, in the case of delivery by hand or facsimile, or, in the case of delivery by mail, actual delivery as shown by the addressee’s return receipt. Rejection or other refusal to accept or inability to deliver because of a change of address of which no notice was given shall be deemed to be receipt of the notice.

Partner 1
Attention:	Secretary
Address:	Telestone 8- Teleport, Naritaweg 165
	1043 BW Amsterdam, The Netherlands

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Partner 2
Attention:	Secretary
Address:	Telestone 8- Teleport, Naritaweg 165
	1043 BW Amsterdam, The Netherlands

8.3.	Governing Law
	This Agreement and all matters in connection with the power, authority and rights of the Partners hereunder shall in all respects be governed by, interpreted and construed in accordance with the laws of the State of Nevada, without giving effect to the principles of conflicts of laws.
8.4	Additional Instruments
	This Agreement shall be binding upon the parties hereto and upon their successors or assigns and the parties hereto agree for themselves and their successors and assigns to execute any and all instruments in writing which are or may become necessary or proper to carry out the purpose and intent of this Agreement.
8.5	Severability
	In the event any provisions of this Agreement shall be held to be invalid, illegal or unenforceable under present or future laws effective during the term of this Agreement, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected thereby, and in lieu of each such invalid, illegal or unenforceable provisions, there shall be added automatically as part of this Agreement a provision as similar in terms to such invalid, illegal or unenforceable provisions as may be valid, legal and enforceable
8.6	Waiver
	No waiver of any provisions of this Agreement shall be valid unless in writing and signed by the person or party against whom charged.
8.7	Entire Agreement
	This instrument constitutes the entire agreement between the Partners with respect to the Partnership and supersedes all prior agreements, understandings, offers and negotiations oral or written between the parties.
8.8	Amendments to Agreement

8

No amendment may be made to this Agreement without the prior written consent of all Partners themselves.

9

IN WITNESS whereof this Agreement has been executed on the date first above written.

Signed by: James L. Baldwin
Duly authorized on behalf of
CADBURY SCHWEPPES AMERICAS INC.

Signed by: Lisa M. Longo
Duly authorized on behalf of
CADBURY SCHWEPPES AMERICAS INVESTMENTS INC.

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SCHEDULE 1

Agreement of General
Partnership

	Percentage Interest		Capital Contribution
Partner	(at formation)		(at formation)
Partner 1		99.9	$	999
Partner 2		.1	$	1

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SCHEDULE 2
Designated Representatives
(at formation)

Partner	Designated Representative	Delegate (Substitute Delegate)
Partner 1	James L. Baldwin	Gilbert M. Cassagne
Partner 2	Lisa M. Longo	Gilbert M. Cassagne

12

EX-3.65

Exhibit 3.65

AMENDMENT NO. 1

TO THE

AMENDED AND RESTATED

AGREEMENT OF GENERAL PARTNERSHIP

OF

CADBURY SCHWEPPES HOLDINGS (U.S.)

     This Amendment No. 1 to the Amended and Restated Agreement of General Partnership of Cadbury Schweppes Holdings (U.S.), dated as of February 14, 2007 (the “Partnership Agreement”), is entered into as of May 8, 2008 (this “Amendment”), by DPS Americas Beverages, LLC (“Partner l”) and DPS Americas Beverages Investments, Inc. (“Partner 2”).

     WHEREAS, Cadbury Schweppes Holdings (U.S.) (the “Partnership”) was formed as a general partnership pursuant to Chapter 87 of the Nevada Revised Statutes, cited as the Nevada Uniform Partnership Act, on May 14, 2001;

     WHEREAS, Partner 1 and Partner 2 constitute all of the Partners (a such term is defined in the Partnership Agreement) of the Partnership;

     WHEREAS, pursuant to the Partnership Agreement, the Partnership Agreement may be amended with the unanimous consent of all the Partners of the Partnership;

     WHEREAS, Partner 1 and Partner 2 desire to amend the Partnership Agreement as set forth herein; and

     WHEREAS, initially capitalized terms used and not defined herein are used as defined in the Partnership Agreement.

     NOW, THEREFORE, it is hereby agreed as follows:

     1. Amendments.

     (a) “Partner 1” shall hereinafter be “DPS Americas Beverages, LLC”.

     (b) “Partner 2” shall hereinafter be “DPS Americas Beverages Investments, Inc.”

     (c) Section 1.3 of the Partnership Agreement is hereby amended and restated in its entirety to read as follows:

          “1.3 Name

               The name of the Partnership shall be DPS Holdings U.S. The name of the

               Partnership may be changed by the Partners.”

     (d) Section 1.4 of the Partnership Agreement is hereby amended and restated in its entirety to read as follows:

          “1.4 Principal Place of Business

The principal place of business of the Partnership shall be located at 5301 Legacy Drive, Plano, Texas 75024.”

     (e) The addresses of Partner 1 and Partner 2 in Section 8.2 of the Partnership Agreement are hereby amended and restated in its entirety to read as follows:

“Partner 1
Attention:	Secretary
Address:	5301 Legacy Drive
	Plano, Texas 75024
Facsimile number:	972-673-7981
Partner 2
Attention:	Secretary
Address:	5301 Legacy Drive
	Plano, Texas 75024
Facsimile number:	972-673-7981”

     (f) Schedule 2 of the Partnership Agreement is hereby amended and restated in its entirety to read as follows:

“SCHEDULE 2
Designated Representatives
(at formation)

Partner	Designated Representative	Delegate
		(Substitute Delegate)
Partner 1	James L. Baldwin	Larry Young
Partner 2	John O. Stewart	Larry Young

     2. Binding Effect. This Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and all other parties to the Partnership Agreement and their respective successors and assigns.

     3. Execution in Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

     4. Invalidity of Provisions. If any provision of this Amendment is declared or found to be illegal, unenforceable or void, in whole or in part, then the parties shall be relieved of all obligations arising under such provision, but only to extent that it is illegal, unenforceable or void, it being the intent and agreement of the parties that this Amendment shall be deemed amended by modifying such provision to the extent necessary to make it legal and enforceable while preserving its intent or, if that is not possible, by substituting therefor another provision that is legal and enforceable and achieves the same objectives, and the validity or enforceability of any other provision hereof shall not be affected thereby.

     5. Agreement in Effect. Except as hereby amended, the Partnership Agreement shall remain in full force and effect.

     6. Governing Law. This Amendment shall be governed by, and interpreted in accordance with, the laws of the State of Nevada, all rights and remedies being governed by such laws without regard to principles of conflicts of laws.

[Signature page follows.]

     IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed as of the day and year first above written.

/s/ James L. Baldwin

Signed by: James L. Baldwin
Duly authorized on behalf of
DPS AMERICAS BEVERAGES, LLC

/s/ John O. Stewart

Signed by: John O. Stewart
Duly authorized on behalf of
DPS AMERICAS BEVERAGES INVESTMENTS, INC.

EX-3.66

Exhibit 3.66

PAGE 1

State of Delaware

Office of the Secretary of State

     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “CADBURY BEVERAGES INTERNATIONAL INC.”, FILED IN THIS OFFICE ON THE TWENTY-THIRD DAY OF DECEMBER, A.D. 1994, AT 10 O’CLOCK A.M.

     A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.

		/s/ Edward J. Freel
2462308   8100      944254201		Edward J. Freel, Secretary of State AUTHENTICATION: 7351440                           DATE: 12-23-94

CERTIFICATE OF INCORPORATION

OF

CADBURY BEVERAGES INTERNATIONAL INC.

ARTICLE I

Name

          The name of the corporation is Cadbury Beverages International Inc. (the “Corporation”).

ARTICLE II

Registered Office and Registered Agent

          The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the registered agent of the Corporation at such address is The Corporation Trust Company.

ARTICLE III

Corporate Purpose

     The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “General Corporation Law”).

ARTICLE IV

Capital Stock

     The total number of shares of all classes of stock that the Corporation shall have authority to issue is 1,000, all of which shall be shares of Common Stock, par value $.01 per share.

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ARTICLE V

Directors

          (1) Elections of directors of the Corporation need not be by written ballot, except and to the extent provided in the By-laws of the Corporation.

          (2) To the fullest extent permitted by the General Corporation Law as it now exists and as it may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

ARTICLE VI

Indemnification of Directors, Officers and Others

          (1) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person seeking indemnification did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

          (2) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of

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or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

          (3) To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections (1) and (2) of this Article VI, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

          (4) Any indemnification under Sections (1) and (2) of this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in such Sections (1) and (2). Such determination shall be made (a) by the Board of Directors of the Corporation by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the stockholders of the Corporation.

          (5) Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation authorized in this Article VI. Such expenses (including attorneys’ fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors of the Corporation deems appropriate.

          (6) The indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any law, by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office.

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          (7) The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of Section 145 of the General Corporation Law.

          (8) For purposes of this Article VI, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VI with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

          (9) For purposes of this Article VI, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves service by, such director, officer, employee or agent with respect to any employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VI.

          (10) The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

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ARTICLE VII

By-Laws

          The directors of the Corporation shall have the power to adopt, amend or repeal by-laws.

ARTICLE VIII

Amendment

          The Corporation reserves the right to amend, alter, change or repeal any provision of this Certificate of Incorporation, in the manner now or hereafter prescribed by law, and all rights conferred on stockholders in this Certificate of Incorporation are subject to this reservation.

ARTICLE IX

Incorporator

          The name and mailing address of the sole incorporator is as follows:

Name	Mailing Address
Michelle S. Pae	Shearman &Sterling
	599 Lexington Avenue
	New York, NY 10022

           I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate of Incorporation, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 23rd day of December, 1994.

/s/ Michelle S. Pae  

Michelle S. Pae 

EX-3.67

Exhibit 3.67

PAGE 1

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “CADBURY BEVERAGES INTERNATIONAL INC.”, CHANGING ITS NAME FROM “CADBURY BEVERAGES INTERNATIONAL INC.”, TO “CADBURY SCHWEPPES SBS, INC.”, FILED IN THIS OFFICE ON THE TWENTIETH DAY OF FEBRUARY, A.D. 2004, AT 8 O’CLOCK P.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

		/s/ Harriet Smith Windsor    Harriet Smith Windsor, Secretary of State AUTHENTICATION: 2944430
2462308 8100
040123898		DATE: 02-23-04

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
CADBURY BEVERAGES INTERNATIONAL INC.

     Cadbury Beverages International Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware.

     DOES HEREBY CERTIFY:

     FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of Cadbury Beverages International Inc. be amended by changing Article I thereof so that, as amended, said Article shall be and read as follows:

“The name of the corporation is Cadbury Schweppes SBS, Inc.”

     SECOND: That in lieu of a meeting and vote of Sole stockholder, the stockholder has given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

     THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

     FOURTH: That this Certificate of Amendment of the Certificate of Incorporation shall be effective on the date of filing.

     IN WITNESS WHEREOF, said Cadbury Beverages International Inc. has caused this certificate to be signed by James L. Baldwin its Senior Vice President & Secretary, this 18^th day of February 2004.

By: /s/ James L. Baldwin   James L. Baldwin, Senior Vice President & Secretary

State of Delaware

Secretary of State

Division of Corporations

Delivered 09:10 PM 02/20/2004

FILED 08:00 PM 02/20/2004

SRV 040123898 – 2462308 FILE

EX-3.68

Exhibit 3.68

PAGE 1

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “CADBURY SCHWEPPES SBS, INC.”, CHANGING ITS NAME FROM “CADBURY SCHWEPPES SBS, INC.” TO “DPS BUSINESS SERVICES, INC.”, FILED IN THIS OFFICE ON THE EIGHTH DAY OF MAY, A.D. 2008, AT 11: 45 O’CLOCK A.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

		/s/ Harriet Smith Windsor Harriet Smith Windsor, Secretary of State
2462308 8100		AUTHENTICATION: 6577669
080519289		DATE: 05-08-08

You may verify this certificate online
at corp.delaware.gov/authver.shtml

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:55 PM 05/08/2008

FILED 11:45 AM 05/08/2008

SRV 080519289 – 2462308 FILE

CERTIFICATE OF AMENDMENT
OF
AMENDED & RESTATED
CERTIFICATE OF INCORPORATION

*****

     CADBURY SCHWEPPES SBS, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

          DOES HEREBY CERTIFY:

     FIRST: That the Board of Directors of said corporation, in lieu of a meeting and by unanimous written consent of its members, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Amended & Restated Certificate of Incorporation of CADBURY SCWEPPES SBS, INC. be amended by changing the First Article thereof so that, as amended, said Article shall be and read as follows:

“The name of the Corporation is DPS Business Services, Inc.”

     SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

     THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

     FOURTH: That this Certificate of Amendment of the Certificate of Incorporation shall be effective on May 8, 2008.

     IN WITNESS WHEREOF, said corporation has caused this certificate to be signed by James L. Baldwin, its Executive Vice President and Secretary this 18^th day of April, 2008.

By	/s/ James L. Baldwin      James L. Baldwin
Executive Vice President & Secretary

EX-3.69

Exhibit 3.69

Certificate of Assistant Secretary

     I, Wayne R. Lewis, in my capacity as Assistant Secretary of DPS Business Services, Inc., a Delaware corporation (the “Corporation”), am delivering this Certificate of Assistant Secretary to certify that the Corporation was formerly known as Cadbury Schweppes SBS, Inc. and Cadbury Beverages International, Inc. (collectively the “Former Name”) and the Bylaws attached hereto in the Former Name continue to be the Bylaws of the Corporation.

     IN WITNESS WHEREOF, I have set my hand to this Certificate as of the 18^th day of November, 2008.

DPS BUSINESS SERVICES, INC. a Delaware corporation
By:	/s/ Wayne R. Lewis
	Wayne R. Lewis
	Assistant Secretary

State of Texas	§
	§
County of Collin	§

     This instrument was acknowledged before me on this 18^th day of November 2008, by Wayne R. Lewis, Assistant Secretary of DPS Business Services, Inc., a Delaware corporation, on behalf of said corporation.

/s/ Janet L. Barrett  

Janet L. Barrett 

Notary Public in and for the State of Texas 

BY-LAWS

OF

CADBURY BEVERAGES INTERNATIONAL INC.

TABLE OF CONTENTS

Section			Page
ARTICLE I
OFFICES
	1.01.	Registered Office		2
	1.02.	Other Offices		2
ARTICLE II
MEETINGS OF STOCKHOLDERS
	2.01.	Annual Meetings		2
	2.02.	Special Meetings		2
	2.03.	Notice of Meetings		3
	2.04.	Waiver of Notice		3
	2.05.	Adjournments		3
	2.06.	Quorum		4
	2.07.	Voting		4
	2.08.	Proxies		4
	2.09.	Stockholders’ Consent in Lieu of Meeting		4
ARTICLE III
BOARD OF DIRECTORS
	3.01.	General Powers		4
	3.02.	Number and Term of Office		5
	3.03.	Resignation		5
	3.04.	Removal		5
	3.05.	Vacancies		5
	3.06.	Meetings		5
	3.07.	Committees of the Board		7
	3.08.	Directors’ Consent in Lieu of Meeting		7
	3.09.	Action by Means of Telephone or Similar Communications Equipment		7
	3.10.	Compensation		8

(i)

Section			Page
ARTICLE IV
OFFICERS
	4.01.	Officers		8
	4.02.	Authority and Duties		8
	4.03.	Term of Office, Resignation and Removal		8
	4.04.	Vacancies		8
	4.05.	The Chairman		9
	4.06.	The President		9
	4.07.	Vice Presidents		9
	4.08.	The Secretary		9
	4.09.	Assistant Secretaries		9
	4.10.	The Treasurer		10
	4.11.	Assistant Treasurers		10
ARTICLE V
CHECKS, DRAFTS, NOTES, AND PROXIES
	5.01.	Checks, Drafts and Notes		10
	5.02.	Execution of Proxies		10
ARTICLE VI
SHARES AND TRANSFERS OF SHARES
	6.01.	Certificates Evidencing Shares		11
	6.02.	Stock Ledger		11
	6.03.	Transfers of Shares		11
	6.04.	Addresses of Stockholders		11
	6.05.	Lost, Destroyed and Mutilated Certificates		11
	6.06.	Regulations		12
	6.07.	Fixing Date for Determination of Stockholders of Record		12
ARTICLE VII
SEAL
	7.01.	Seal		12

(ii)

Section			Page
ARTICLE VIII
FISCAL YEAR
	8.01.	Fiscal Year		12
ARTICLE IX
INDEMNIFICATION AND INSURANCE
	9.01.	Indemnification		13
	9.02.	Insurance for Indemnification		15
ARTICLE X
AMENDMENTS
	10.01.	Amendments		15

(iii)

Exhibit A

BY-LAWS

OF

CADBURY BEVERAGES INTERNATIONAL INC.

ARTICLE I

OFFICES

          SECTION 1.01. Registered Office. The registered office of Cadbury Beverages International Inc. (the “Corporation”) in the State of Delaware shall be at the principal office of The Corporation Trust Company in the City of Wilmington, County of New Castle, and the registered agent in charge thereof shall be The Corporation Trust Company.

          SECTION 1.02. Other Offices. The Corporation may also have an office or offices at any other place or places within or without the State of Delaware as the Board of Directors of the Corporation (the “Board”) may from time to time determine or the business of the Corporation may from time to time require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

          SECTION 2.01. Annual Meetings. The annual meeting of stockholders of the Corporation for the election of directors of the Corporation (“Directors”), and for the transaction of such other business as may properly come before such meeting, shall be held at such place, date and time as shall be fixed by the Board and designated in the notice or waiver of notice of such annual meeting; provided, however, that no annual meeting of stockholders need be held if all actions, including the election of Directors, required by the General Corporation Law of the State of Delaware (the “General Corporation Law”) to be taken at such annual meeting are taken by written consent in lieu of meeting pursuant to Section 2.09 hereof.

          SECTION 2.02. Special Meetings. Special meetings of stockholders for any purpose or purposes may be called by the Board or the Chairman of the Board, the President or the Secretary of the Corporation or by the recordholders of at least a majority of the shares of common stock of the Corporation issued and outstanding (“Shares”) and entitled to

vote thereat, to be held at such place, date and time as shall be designated in the notice or waiver of notice thereof.

          SECTION 2.03. Notice of Meetings. (a) Except as otherwise provided by law, written notice of each annual or special meeting of stockholders stating the place, date and time of such meeting and, in the case of a special meeting, the purpose or purposes for which such meeting is to be held, shall be given personally or by first-class mail (airmail in the case of international communications) to each recordholder of Shares (a “Stockholder”) entitled to vote thereat, not less than 10 nor more than 60 days before the date of such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the Stockholder at such Stockholder’s address as it appears on the records of the Corporation. If, prior to the time of mailing, the Secretary of the Corporation (the “Secretary”) shall have received from any Stockholder a written request that notices intended for such Stockholder are to be mailed to some address other than the address that appears on the records of the Corporation, notices intended for such Stockholder shall be mailed to the address designated in such request.

          (b) Notice of a special meeting of Stockholders may be given by the person or persons calling the meeting, or, upon the written request of such person or persons, such notice shall be given by the Secretary on behalf of such person or persons. If the person or persons calling a special meeting of Stockholders give notice thereof, such person or persons shall deliver a copy of such notice to the Secretary. Each request to the Secretary for the giving of notice of a special meeting of Stockholders shall state the purpose or purposes of such meeting.

          SECTION 2.04. Waiver of Notice. Notice of any annual or special meeting of Stockholders need not be given to any Stockholder who files a written waiver of notice with the Secretary, signed by the person entitled to notice, whether before or after such meeting. Neither the business to be transacted at, nor the purpose of, any meeting of Stockholders need be specified in any written waiver of notice thereof. Attendance of a Stockholder at a meeting, in person or by proxy, shall constitute a waiver of notice of such meeting, except when such Stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the grounds that the notice of such meeting was inadequate or improperly given.

          SECTION 2.05. Adjournments. Whenever a meeting of Stockholders, annual or special, is adjourned to another date, time or place, notice need not be given of the adjourned meeting if the date, time and place thereof are announced at the meeting at which the adjournment is taken. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each Stockholder entitled to vote thereat. At the adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

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          SECTION 2.06. Quorum. Except as otherwise provided by law or the Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), the recordholders of a majority of the Shares entitled to vote thereat, present in person or by proxy, shall constitute a quorum for the transaction of business at all meetings of Stockholders, whether annual or special. If, however, such quorum shall not be present in person or by proxy at any meeting of Stockholders, the Stockholders entitled to vote thereat may adjourn the meeting from time to time in accordance with Section 2.05 hereof until a quorum shall be present in person or by proxy.

          SECTION 2.07. Voting. Each Stockholder shall be entitled to one vote for each Share held of record by such Stockholder. Except as otherwise provided by law or the Certificate of Incorporation, when a quorum is present at any meeting of Stockholders, the vote of the recordholders of a majority of the Shares constituting such quorum shall decide any question brought before such meeting.

          SECTION 2.08. Proxies. Each Stockholder entitled to vote at a meeting of Stockholders or to express, in writing, consent to or dissent from any action of Stockholders without a meeting may authorize another person or persons to act for such Stockholder by proxy. Such proxy shall be filed with the Secretary before such meeting of Stockholders or such action of Stockholders without a meeting, at such time as the Board may require. No proxy shall be voted or acted upon more than three years from its date, unless the proxy provides for a longer period.

          SECTION 2.09. Stockholders’ Consent in Lieu of Meeting. Any action required by the General Corporation Law to be taken at any annual or special meeting of Stockholders, and any action which may be taken at any annual or special meeting of Stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the recordholders of Shares having not less than the minimum number of votes necessary to authorize or take such action at a meeting at which the recordholders of all Shares entitled to vote thereon were present and voted.

ARTICLE III

BOARD OF DIRECTORS

          SECTION 3.01. General Powers. The business and affairs of the Corporation shall be managed by the Board, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law, the Certificate of Incorporation or these By-laws directed or required to be exercised or done by Stockholders.

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          SECTION 3.02. Number and Term of Office. The number of Directors shall be [three] or such other number as shall be fixed from time to time by the Board. Directors need not be Stockholders. Directors shall be elected at the annual meeting of Stockholders or, if, in accordance with Section 2.01 hereof, no such annual meeting is held, by written consent in lieu of meeting pursuant to Section 2.09 hereof, and each Director shall hold office until his successor is elected and qualified, or until his earlier death or resignation or removal in the manner hereinafter provided.

          SECTION 3.03. Resignation. Any Director may resign at any time by giving written notice to the Board, the Chairman of the Board of the Corporation (the “Chairman”) or the Secretary. Such resignation shall take effect at the time specified in such notice or, if the time be not specified, upon receipt thereof by the Board, the Chairman or the Secretary, as the case may be. Unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective.

          SECTION 3.04. Removal. Any or all of the Directors may be removed, with or without cause, at any time by vote of the recordholders of a majority of the Shares then entitled to vote at an election of Directors, or by written consent of the recordholders of Shares pursuant to Section 2.09 hereof.

          SECTION 3.05. Vacancies. Vacancies occurring on the Board as a result of the removal of Directors without cause may be filled only by vote of the recordholders of a majority of the Shares then entitled to vote at an election of Directors, or by written consent of such recordholders pursuant to Section 2.09 hereof. Vacancies occurring on the Board for any other reason, including, without limitation, vacancies occurring as a result of the creation of new directorships that increase the number of Directors, may be filled by such vote or written consent or by vote of the Board or by written consent of the Directors pursuant to Section 3.08 hereof. If the number of Directors then in office is less than a quorum, such other vacancies may be filled by vote of a majority of the Directors then in office or by written consent of all such Directors pursuant to Section 3.08 hereof. Unless earlier removed pursuant to Section 3.04 hereof, each Director chosen in accordance with this Section 3.05 shall hold office until the next annual election of Directors by the Stockholders and until his successor shall be elected and qualified.

          SECTION 3.06. Meetings. (a) Annual Meetings. As soon as practicable after each annual election of Directors by the Stockholders, the Board shall meet for the purpose of organization and the transaction of other business, unless it shall have transacted all such business by written consent pursuant to Section 3.08 hereof.

          (b) Other Meetings. Other meetings of the Board shall be held at such times as the Chairman, the President of the Corporation (the “President”), the Secretary or a majority of the Board shall from time to time determine.

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          (c) Notice of Meetings. The Secretary shall give written notice to each Director of each meeting of the Board, which notice shall state the place, date, time and purpose of such meeting. Notice of each such meeting shall be given to each Director, if by mail, addressed to him at his residence or usual place of business, at least two days before the day on which such meeting is to be held, or shall be sent to him at such place by telecopy, telegraph, cable, or other form of recorded communication, or be delivered personally or by telephone not later than the day before the day on which such meeting is to be held. A written waiver of notice, signed by the Director entitled to notice, whether before or after the time of the meeting referred to in such waiver, shall be deemed equivalent to notice. Neither the business to be transacted at, nor the purpose of any meeting of the Board need be specified in any written waiver of notice thereof. Attendance of a Director at a meeting of the Board shall constitute a waiver of notice of such meeting, except as provided by law.

          (d) Place of Meetings. The Board may hold its meetings at such place or places within or without the State of Delaware as the Board or the Chairman may from time to time determine, or as shall be designated in the respective notices or waivers of notice of such meetings.

          (e) Quorum and Manner of Acting. One-third of the total number of Directors then in office (but in no event less than two if the total number of directorships, including vacancies, is greater than one and in no event a number less than one-third of the total number of directorships, including vacancies) shall be present in person at any meeting of the Board in order to constitute a quorum for the transaction of business at such meeting, and the vote of a majority of those Directors present at any such meeting at which a quorum is present shall be necessary for the passage of any resolution or act of the Board, except as otherwise expressly required by law, the Certificate of Incorporation or these By-laws. In the absence of a quorum for any such meeting, a majority of the Directors present thereat may adjourn such meeting from time to time until a quorum shall be present.

          (f) Organization. At each meeting of the Board, one of the following shall act as chairman of the meeting and preside, in the following order of precedence:

(i)	the Chairman;
(ii)	the President;
(iii)	any Director chosen by a majority of the Directors present.

The Secretary or, in the case of his absence, any person (who shall be an Assistant Secretary, if an Assistant Secretary is present) whom the chairman of the meeting shall appoint shall act as secretary of such meeting and keep the minutes thereof.

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          SECTION 3.07. Committees of the Board. The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more Directors. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another Director to act at the meeting in the place of any such absent or disqualified member. Any committee of the Board, to the extent provided in the resolution of the Board designating such committee, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; provided, however, that no such committee shall have such power or authority in reference to amending the Certificate of Incorporation (except that such a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board as provided in Section 151(a) of the General Corporation Law, fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes of stock of the Corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series), adopting an agreement of merger or consolidation under Section 251 or 252 of the General Corporation Law, recommending to the Stockholders the sale, lease or exchange of all or substantially all the Corporation’s property and assets, recommending to the Stockholders a dissolution of the Corporation or the revocation of a dissolution, or amending these By-laws; provided further, however, that, unless expressly so provided in the resolution of the Board designating such committee, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger pursuant to Section 253 of the General Corporation Law. Each committee of the Board shall keep regular minutes of its proceedings and report the same to the Board when so requested by the Board.

          SECTION 3.08. Directors’ Consent in Lieu of Meeting. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by all the members of the Board or such committee and such consent is filed with the minutes of the proceedings of the Board or such committee.

          SECTION 3.09. Action by Means of Telephone or Similar Communications Equipment. Any one or more members of the Board, or of any committee thereof, may participate in a meeting of the Board or such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting

8

can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

          SECTION 3.10. Compensation. Unless otherwise restricted by the Certificate of Incorporation, the Board may determine the compensation of Directors. In addition, as determined by the Board, Directors may be reimbursed by the Corporation for their expenses, if any, in the performance of their duties as Directors. No such compensation or reimbursement shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV

OFFICERS

          SECTION 4.01. Officers. The officers of the Corporation shall be the Chairman, the President, the Secretary and a Treasurer and may include one or more Vice Presidents and one or more Assistant Secretaries and one or more Assistant Treasurers. Any two or more offices may be held by the same person.

          SECTION 4.02. Authority and Duties. All officers shall have such authority and perform such duties in the management of the Corporation as may be provided in these By-laws or, to the extent not so provided, by resolution of the Board.

          SECTION 4.03. Term of Office, Resignation and Removal. (a) Each officer shall be appointed by the Board and shall hold office for such term as may be determined by the Board. Each officer shall hold office until his successor has been appointed and qualified or his earlier death or resignation or removal in the manner hereinafter provided. The Board may require any officer to give security for the faithful performance of his duties.

          (b) Any officer may resign at any time by giving written notice to the Board, the Chairman, the President or the Secretary. Such resignation shall take effect at the time specified in such notice or, if the time be not specified, upon receipt thereof by the Board, the Chairman, the President or the Secretary, as the case may be. Unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective.

          (c) All officers and agents appointed by the Board shall be subject to removal, with or without cause, at any time by the Board or by the action of the recordholders of a majority of the Shares entitled to vote thereon.

          SECTION 4.04. Vacancies. Any vacancy occurring in any office of the Corporation, for any reason, shall be filled by action of the Board. Unless earlier removed pursuant to Section 4.03 hereof, any officer appointed by the Board to fill any such vacancy

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shall serve only until such time as the unexpired term of his predecessor expires unless reappointed by the Board.

          SECTION 4.05. The Chairman. The Chairman shall have the power to call special meetings of Stockholders, to call special meetings of the Board and, if present, to preside at all meetings of Stockholders and all meetings of the Board. The Chairman shall perform all duties incident to the office of Chairman of the Board and all such other duties as may from time to time be assigned to him by the Board or these By-laws.

          SECTION 4.06. The President. The President shall be the chief executive officer of the Corporation and shall have general and active management and control of the business and affairs of the Corporation, subject to the control of the Board, and shall see that all orders and resolutions of the Board are carried into effect. The President shall perform all duties incident to the office of President and all such other duties as may from time to time be assigned to him by the Board or these By-laws.

          SECTION 4.07. Vice Presidents. Vice Presidents, if any, shall generally assist the President and perform such other duties as the Board or the President shall prescribe, and in the absence or disability of the President, shall perform the duties and exercise the powers of the President.

          SECTION 4.08. The Secretary. The Secretary shall, to the extent practicable, attend all meetings of the Board and all meetings of Stockholders and shall record all votes and the minutes of all proceedings in a book to be kept for that purpose, and shall perform the same duties for any committee of the Board when so requested by such committee. He shall give or cause to be given notice of all meetings of Stockholders and of the Board, shall perform such other duties as may be prescribed by the Board, the Chairman or the President and shall act under the supervision of the Chairman. He shall keep in safe custody the seal of the Corporation and affix the same to any instrument that requires that the seal be affixed to it and which shall have been duly authorized for signature in the name of the Corporation and, when so affixed, the seal shall be attested by his signature or by the signature of the Treasurer of the Corporation (the “Treasurer”) or an Assistant Secretary or Assistant Treasurer of the Corporation. He shall keep in safe custody the certificate books and stockholder records and such other books and records of the Corporation as the Board, the Chairman or the President may direct and shall perform all other duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board, the Chairman or the President.

          SECTION 4.09. Assistant Secretaries. Assistant Secretaries of the Corporation (“Assistant Secretaries”), if any, shall generally assist the Secretary and perform such other duties as the Board or the Secretary shall prescribe, and, in the absence or disability of the Secretary, shall perform the duties and exercise the powers of the Secretary.

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          SECTION 4.10. The Treasurer. The Treasurer shall have the care and custody of all the funds of the Corporation and shall deposit such funds in such banks or other depositories as the Board, or any officer or officers, or any officer and agent jointly, duly authorized by the Board, shall, from time to time, direct or approve. He shall disburse the funds of the Corporation under the direction of the Board and the President. He shall keep a full and accurate account of all moneys received and paid on account of the Corporation and shall render a statement of his accounts whenever the Board, the Chairman or the President shall so request. He shall perform all other necessary actions and duties in connection with the administration of the financial affairs of the Corporation and shall generally perform all the duties usually appertaining to the office of treasurer of a corporation. When required by the Board, he shall give bonds for the faithful discharge of his duties in such sums and with such sureties as the Board shall approve.

          SECTION 4.11. Assistant Treasurers. Assistant Treasurers of the Corporation (“Assistant Treasurers”), if any, in order of their seniority or in any other order determined by the Board, shall generally assist the Treasurer and perform such other duties as the Board or the Treasurer shall prescribe, and, in the absence or disability of the Treasurer, shall perform the duties and exercise the powers of the Treasurer.

ARTICLE V

CHECKS, DRAFTS, NOTES, AND PROXIES

          SECTION 5.01. Checks, Drafts and Notes. All checks, drafts and other orders for the payment of money, notes and other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall be determined, from time to time, by resolution of the Board.

          SECTION 5.02. Execution of Proxies. The Chairman or the President, or, in the absence or disability of both of them, any Vice President, may authorize, from time to time, the execution and issuance of proxies to vote shares of stock or other securities of other corporations held of record by the Corporation and the execution of consents to action taken or to be taken by any such corporation. All such proxies and consents, unless otherwise authorized by the Board, shall be signed in the name of the Corporation by the Chairman, the President or any Vice President.

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ARTICLE VI

SHARES AND TRANSFERS OF SHARES

          SECTION 6.01. Certificates Evidencing Shares. Shares shall be evidenced by certificates in such form or forms as shall be approved by the Board. Certificates shall be issued in consecutive order and shall be numbered in the order of their issue, and shall be signed by the Chairman, the President or any Vice President and by the Secretary, any Assistant Secretary, the Treasurer or any Assistant Treasurer. If such a certificate is manually signed by one such officer, any other signature on the certificate may be a facsimile. In the event any such officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to hold such office or to be employed by the Corporation before such certificate is issued, such certificate may be issued by the Corporation with the same effect as if such officer had held such office on the date of issue.

          SECTION 6.02. Stock Ledger. A stock ledger in one or more counterparts shall be kept by the Secretary, in which shall be recorded the name and address of each person, firm or corporation owning the Shares evidenced by each certificate evidencing Shares issued by the Corporation, the number of Shares evidenced by each such certificate, the date of issuance thereof and, in the case of cancellation, the date of cancellation. Except as otherwise expressly required by law, the person in whose name Shares stand on the stock ledger of the Corporation shall be deemed the owner and recordholder thereof for all purposes.

          SECTION 6.03. Transfers of Shares. Registration of transfers of Shares shall be made only in the stock ledger of the Corporation upon request of the registered holder of such shares, or of his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary, and upon the surrender of the certificate or certificates evidencing such Shares properly endorsed or accompanied by a stock power duly executed, together with such proof of the authenticity of signatures as the Corporation may reasonably require.

          SECTION 6.04. Addresses of Stockholders. Each Stockholder shall designate to the Secretary an address at which notices of meetings and all other corporate notices may be served or mailed to such Stockholder, and, if any Stockholder shall fail to so designate such an address, corporate notices may be served upon such Stockholder by mail directed to the mailing address, if any, as the same appears in the stock ledger of the Corporation or at the last known mailing address of such Stockholder.

          SECTION 6.05. Lost, Destroyed and Mutilated Certificates. Each recordholder of Shares shall promptly notify the Corporation of any loss, destruction or mutilation of any certificate or certificates evidencing any Share or Shares of which he is the recordholder. The Board may, in its discretion, cause the Corporation to issue a new certificate in place of any certificate theretofore issued by it and alleged to have been

12

mutilated, lost, stolen or destroyed, upon the surrender of the mutilated certificate or, in the case of loss, theft or destruction of the certificate, upon satisfactory proof of such loss, theft or destruction, and the Board may, in its discretion, require the recordholder of the Shares evidenced by the lost, stolen or destroyed certificate or his legal representative to give the Corporation a bond sufficient to indemnify the Corporation against any claim made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

          SECTION 6.06. Regulations. The Board may make such other rules and regulations as it may deem expedient, not inconsistent with these By-laws, concerning the issue, transfer and registration of certificates evidencing Shares.

          SECTION 6.07. Fixing Date for Determination of Stockholders of Record. In order that the Corporation may determine the Stockholders entitled to notice of or to vote at any meeting of Stockholders or any adjournment thereof, or to express consent to, or to dissent from, corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than 60 nor less than 10 days before the date of such meeting, nor more than 60 days prior to any other such action. A determination of the Stockholders entitled to notice of or to vote at a meeting of Stockholders shall apply to any adjournment of such meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

ARTICLE VII

SEAL

          SECTION 7.01. Seal. The Board may approve and adopt a corporate seal, which shall be in the form of a circle and shall bear the full name of the Corporation, the year of its incorporation and the words “Corporate Seal Delaware”.

ARTICLE VIII

FISCAL YEAR

          SECTION 8.01. Fiscal Year. The fiscal year of the Corporation shall end on the Saturday closest to the thirty-first day of December of each year and, as a result, periodically will include fifty-three weeks, unless changed by resolution of the Board.

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ARTICLE IX

INDEMNIFICATION AND INSURANCE

          SECTION 9.01. Indemnification. (a) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

          (b) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

          (c) To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 9.01(a) and (b) of these By-laws, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

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          (d) Any indemnification under Section 9.01(a) and (b) of these By-laws (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 9.01(a) and (b) of these By-laws. Such determination shall be made (i) by the Board by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders of the Corporation.

          (e) Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation pursuant to this Article IX. Such expenses (including attorneys’ fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board deems appropriate.

          (f) The indemnification and advancement of expenses provided by, or granted pursuant to, other Sections of this Article IX shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any law, by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office.

          (g) For purposes of this Article IX, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article IX with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

          (h) For purposes of this Article IX, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves service by, such director,

15

officer, employee or agent with respect to any employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article IX.

          (i) The indemnification and advancement of expenses provided by, or granted pursuant to, this Article IX shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

          SECTION 9.02. Insurance for Indemnification. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of Section 145 of the General Corporation Law.

ARTICLE X

AMENDMENTS

          SECTION 10.01. Amendments. Any By-law (including these By-laws) may be adopted, amended or repealed by the vote of the recordholders of a majority of the Shares then entitled to vote at an election of Directors or by written consent of Stockholders pursuant to Section 2.09 hereof, or by vote of the Board or by a written consent of Directors pursuant to Section 3.08 hereof.

EX-3.70

Exhibit 3.70

PAGE 1

State of Delaware

Office of the Secretary of State

     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF “CADBURY SCHWEPPES INC.”, FILED IN THIS OFFICE ON THE THIRTIETH DAY OF DECEMBER, A.D. 1986, AT 1:15 O’CLOCK P.M.

		/s/ Edward J. Freel
0932878     8100      971354989		Edward J. Freel, Secretary of State AUTHENTICATION: 8713849 DATE: 10-21-97

RESTATED CERTIFICATE OF INCORPORATION

of

CADBURY SCHWEPPES INC.
(a Delaware corporation)

          We, James P. Schadt and Michael A.C. Clark, President and Secretary, respectively, of CADBURY SCHWEPPES INC., do hereby certify under the seal of the Corporation as follows:

          1. That the name of the Corporation is CADBURY SCHWEPPES INC.

          2. That the Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on the 2nd day of March, 1982, under the name CADBURY SCHWEPPES PRODUCTS, INC.

          3. That the amendment to the Certificate of Incorporation effected by this Certificate is as follows:

To amend Article FOURTH thereof by increasing the number of authorized shares of capital stock of the Corporation, creating a class of Preferred Stock and setting forth the relative designations, preferences, privileges and voting powers of the Common Stock and the Preferred Stock, to redesignate Articles SIXTH, SEVENTH, EIGHTH, NINTH and TENTH as Articles FIFTH, SIXTH, SEVENTH, EIGHTH and NINTH, respectively, to reflect the deletion of former Article FIFTH naming the incorporator of the Corporation, to amend the newly designated Article SEVENTH (formerly Article EIGHTH) thereof to expand the scope of indemnification of the directors and officers of the Corporation by the Corporation on a basis consistent with that presently permitted under Section 145 of the General Corporation Law of the State of Delaware and to amend the newly designated Article EIGHTH (formerly Article NINTH) thereof by providing that all moneys and other assets to which stockholders are otherwise entitled on account of dividend and redemption payments for the Preferred Stock, in addition to dividends on the Common Stock (as already provided under the newly designated Article SEVENTH (formerly Article EIGHTH)

prior to the effectiveness of this Restated Certificate of Incorporation), shall revert to the Corporation if the same are unclaimed for six years.

          4. That this Restated Certificate of Incorporation has been duly adopted in accordance with Sections 141, 228, 242 and 245 of the General Corporation Law of the State of Delaware and the By-Laws of the Corporation.

          5. That the text of the Certificate of Incorporation of the Corporation, as amended, is hereby restated as further amended by this Certificate to read in full as follows:

RESTATED CERTIFICATE OF INCORPORATION

OF

CADBURY SCHWEPPES INC.

          FIRST: The name of the Corporation is CADBURY SCHWEPPES INC.

          SECOND: The location of the registered office of the Corporation in the State of Delaware is at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. The name of the registered agent of the Corporation in the State of Delaware at such address upon whom process against the Corporation may be served is The Corporation Trust Company.

          THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware.

          FOURTH: The total number of shares of capital stock which the Corporation shall be authorized to issue is thirteen thousand, five hundred (13,500) shares of which three thousand, five hundred (3,500) shares shall be preferred stock of the par value of one thousand dollars ($1,000.00) per share (the “Preferred Stock”), and ten thousand (10,000) shares shall be common stock of the par value of one dollar ($1.00) per share (the “Common Stock”). The designations, preferences, privileges and voting powers

2

of the shares of each class and the restrictions or qualifications thereof are as follows:

     (a) (i) The holders of shares of the Preferred Stock shall be entitled to receive, when and as declared by the Board of Directors out of funds legally available therefor, non-cumulative dividends thereon at the rate of six percent (6%) of the par value thereof per annum (the “Pre-Option Dividend Rate”) and no more, payable in cash in equal quarterly installments on the first Business Day of January, April, July and October in each year. (As used herein, “Business Day” means any day, other than a Saturday or Sunday or a day on which commercial banks in The City of New York are required or authorized to be closed.)

     (ii) Any holder of any outstanding shares of Preferred Stock who is not an affiliate of the Corporation (i.e., a person or entity controlled by, controlling or under common control with the Corporation) shall have the option (the “Option”), excercisable at any time, to elect to receive, in lieu of non-cumulative, quarterly, dividends at the rate of six percent (6%) of the par value thereof per annum as set forth in Article FOURTH (a)(i) above, cumulative quarterly dividends, when and as declared by the Board of Directors in accordance with the requirements of this Article FOURTH (a)(ii), out of funds legally available therefor, at a rate equal to the Post-Option Dividend Rate (as defined below), payable on the same days on which dividends were payable prior to exercise of the Option. (Preferred Stock prior to the exercise of the Option is referred to herein as the “Pre-Option Preferred Stock”; Preferred Stock subsequent to the exercise of the Option is referred to herein as the “Post-Option Preferred Stock”.) The Option may be exercised by any such holder of Preferred Stock by giving written notice thereof to the Corporation, which notice shall specify that number of shares of Preferred Stock as to which the Option is being exercised and shall be effective upon receipt by the Corporation. Dividends on Post-Option Preferred Stock shall be declared by the Board of Directors to the extent of the Corporation’s current earnings for the applicable Post-Option Dividend Period (as defined below), with the determination of the Corporation’s current earnings to be made

3

by the Board of Directors of the Corporation, and such dividends shall be cumulative as provided in Article FOURTH (b)(ii) below. In case the dividends payable with respect to shares of Post-Option Preferred Stock are not paid in full on any dividend payment date, the shares of Post-Option Preferred Stock shall share ratably in the payment of dividends, including accumulations, if any, actually made by the Corporation in accordance with the amounts which would be payable if all amounts payable were paid in full.

     (iii) The dividend rate (the “Post-Option Dividend Rate”) on shares of Post-Option Preferred Stock shall be determined for each quarterly dividend period (hereinafter referred to as a “Post-Option Dividend Period”) beginning with the quarterly dividend period in which the Option is exercised as follows: The Post-Option Dividend Rate for any Post-Option Dividend Period shall be equal to the rate published as the Shearson Lehman Brothers Auction-Rate Preferred Index (the “Index”) on the preceding quarterly dividend payment date (each such date, a “Determination Date”). If the Index is not published as of any Determination Date, the Post-Option Dividend Rate for the applicable Post-Option Dividend Period shall be equal to the “AA” Composite Commercial Paper Rate on such Determination Date. For this purpose the “AA” Composite Commercial Paper Rate, on any Determination Date, means (i) the interest equivalent of the 60-day rate on commercial paper placed on behalf of issuers whose corporate bonds are rated “AA” by Standard & Poor’s Corporation (“S&P”), or the equivalent of such rating by S&P or another rating agency, as such 60-day rate is made available on a discount basis or otherwise by the Federal Reserve Bank of New York for the Business Day immediately preceding such Determination Date, or (ii) in the event that the Federal Reserve Bank of New York does not make available such a rate, then the arithmetic average of the interest equivalent of the 60-day rate on commercial paper placed on behalf of such issuers, as quoted on a discount basis or otherwise by The First Boston Corporation, Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith, Incorporated or, in lieu of any thereof, their respective affiliates or successors (the “Commercial Paper Dealers”) for the close of

4

business on the Business Day immediately preceding such Determination Date. If any Commercial Paper Dealer does not quote a rate required to determine the “AA” Composite Commercial Paper Rate, the “AA” Composite Commercial Paper Rate shall be determined on the basis of the quotation or quotations furnished by the remaining Commercial Paper Dealer or Commercial Paper Dealers and any substitute or substitutes, therefor selected by the Corporation in good faith to provide such rate or rates not being supplied by any Commercial Paper Dealer or Commercial Paper Dealers, as the case may be, or, if the Corporation does not select any such substitute or substitutes, by the remaining Commercial Paper Dealer or Commercial Paper Dealers. For purposes of this definition, the “interest equivalent” of a rate stated on a discount basis (a “discount rate”) for commercial paper of a given days’ maturity shall be equal to the quotient of (A) the discount rate divided by (B) the difference between (x) 1.00 and (y) a fraction the numerator of which shall be the product of the discount rate times the number of days in which such commercial paper matures and the denominator of which shall be 360. If the rate obtained by the Corporation is quoted on another basis, the Corporation shall convert the quoted rate to its interest equivalent.

     (iv) If an exercise of the Option with respect to any shares of Preferred Stock becomes effective on any day other than the first day of a quarterly dividend period, then for purposes of calculating the amount of dividends payable with respect to such shares for such quarterly dividend period, such shares shall be treated as shares of Pre-Option Preferred Stock for the period prior to the effectiveness of the Option exercise (with any dividend payable on Pre-Option Preferred Stock for such period to be pro-rated accordingly) and as Post-Option Preferred Stock for the period from and after the effectiveness of the Option exercise (with the cumulative dividend thereon to be calculated as provided in the next sentence). The amount of dividends per share of the Post-Option Preferred Stock payable for any Post-Option Dividend Period or part thereof shall be computed by multiplying the Post-Option Dividend Rate applicable to such Post-Option Dividend Period by a fraction the numerator of which shall be the

5

number of days in such Post-Option Dividend Period or part thereof (calculated by including the first day of any such Post-Option Dividend Period as part thereof but excluding the last day thereof), as the case may be, such share was outstanding and the denominator of which shall be 360 and multiplying the rate so obtained by $1,000. All dollar amounts used in or resulting from such calculations shall be rounded up to the nearest cent (with 0.5 cent being rounded up).

     (v) Each dividend with respect to the Preferred Stock shall be paid to the holders thereof as their names appear on the stock books of the Corporation on such date, not less than ten days and not more than fifteen days preceding the payment date thereof, as may be fixed by the Board of Directors of the Corporation. Cumulative dividends with respect to Post-Option Preferred Stock which are in arrears for any past quarterly dividend period may be declared and paid at any time, without reference to any regular dividend payment date. The persons entitled to such dividend payments shall be the holders whose names appear on the stock books of the Corporation on a date, not less than ten days and not more than fifteen days preceding the payment date thereof, as may be fixed by the Board of Directors of the Corporation. Any dividend payment made on shares of Post Option Preferred Stock shall first be credited against the earliest accrued but unpaid dividends due with respect to shares of Post-Option Preferred Stock.

(b) (i) After all cumulative dividends upon any and all preferred stock of the Corporation other than the Preferred Stock issued and outstanding at time the Option is first exercised by any holder of shares of the Preferred Stock, which preferred stock is, by the terms thereof, explicitly senior to Post-Option Preferred Stock (such other preferred stock, the “Senior Preferred Stock”), shall have been paid for all past quarterly dividend periods or a sum sufficient for such purpose shall have been set aside by the Corporation, and after, or concurrently with, making payment of, or provision for, full dividends upon all such Senior Preferred Stock for the current quarterly dividend period, then, and not otherwise, dividends may be declared upon, and

6

paid to, the holders of Post-Option Preferred Stock, to the exclusion of the holders of such Senior Preferred Stock.

     (ii) After all cumulative dividends upon all issued and outstanding Post-Option Preferred Stock shall have been paid for all past quarterly dividend periods or a sum sufficient for such purpose shall have been set aside by the Corporation, and after, or concurrently with, making payment of, or provision for, full dividends upon all Post-Option Preferred Stock for the current quarterly dividend period, then, and not otherwise (except as provided in Article FOURTH (b)(i) above), dividends may be declared upon, and paid to, the holders of any and all preferred stock other than the Pre-Option Preferred Stock (the “Other Preferred Stock”) to the exclusion of the holders of any Senior Preferred Stock or of the Post-Option Preferred Stock.

     (iii) After all cumulative dividends upon any and all issued and outstanding Other Preferred Stock of the Corporation shall have been paid for all past quarterly dividend periods or a sum sufficient for such purpose shall have been set aside by the Corporation, and after, or concurrently with, making payment of, or provision for, full dividends upon any and all Other Preferred Stock for the current quarterly period, then, and not otherwise, dividends may be declared upon, and paid to, the holders of the Pre-Option Preferred Stock, to the exclusion of the holders of any Senior Preferred Stock, Post-Option Preferred Stock or Other Preferred Stock.

     (iv) After all cumulative dividends upon all issued and outstanding preferred stock of the Corporation, including, without limitation, the Post-Option Preferred Stock and the Pre-Option Preferred Stock, shall have been paid for all past quarterly dividend periods or a sum sufficient for such purpose shall have been set aside by the Corporation, and after, or concurrently with, making payment of, or provision for, full dividends upon all such issued and outstanding preferred stock of the Corporation for the current quarterly dividend period, then, and not otherwise, dividends may be declared upon, and

7

paid to, the holders of the Common Stock, to the exclusion of the holders of all such preferred stock.

     (v) Notwithstanding the foregoing, dividends may not be declared upon, or paid to the holders of, a class of stock at any time when the Corporation shall have failed to make a mandatory redemption of shares of any other class of stock which ranks prior to such class in the payment of dividends unless and until such failure to redeem shall have been cured.

     (vi) The provisions of Article FOURTH (b) (i)-(v) above shall not be deemed to restrict the declaration or payment of any dividend on any class of stock payable solely in shares of Common Stock or other stock ranking junior to all then outstanding classes of preferred stock of the Corporation in the payment of dividends and the distribution of assets of the Corporation upon any liquidation, dissolution or winding-up of the Corporation (whether voluntary or involuntary).

     (vii) Shares of :any class of stock may not be purchased by or for the account of the Corporation at any time when dividends may not be declared upon, or paid to the holders of, such class of stock pursuant to the provisions of this Article FOURTH (b).

     (c) (i) After payment in full to the holders of any and all Senior Preferred Stock of the Corporation of all amounts due such holders on account of such Senior Preferred Stock from the Corporation upon any liquidation, dissolution or winding-up of the Corporation (whether voluntary or involuntary), and not otherwise, the holders of the Post-Option Preferred Stock shall be entitled to receive and be paid from the assets of the Corporation, whether from capital, surplus or earnings, the sum of one thousand dollars ($1,000.00) for each share of such Post-Option Preferred Stock together with an amount equal to all accrued and unpaid cumulative dividends thereon (with interest thereon accruing at the Post-Option Dividend Rate from the date of the scheduled payment thereof to the date of actual payment).

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     (ii) After the payment in full to the holders of any and all Senior Preferred Stock and Post-Option Preferred Stock of the Corporation of all amounts due such holders on account of such Senior Preferred Stock and the Post-Option Preferred Stock from the Corporation upon any liquidation, dissolution or winding-up of the Corporation (whether voluntary or involuntary), and not otherwise, the holders of any Other Preferred Stock of the Corporation shall be entitled to receive and be paid from the assets of the Corporation all amounts due the holders of such Other Preferred Stock of the Corporation on account of such Other Preferred Stock upon such liquidation, dissolution or winding-up of the Corporation.

     (iii) After payment in full to the holders of any and all Senior Preferred Stock, Post-Option Preferred Stock and Other Preferred Stock of the Corporation of all amounts due such holders on account of such Senior Preferred Stock, Post-Option Preferred Stock and Other Preferred Stock from the Corporation upon any liquidation, dissolution or winding-up of the Corporation (whether voluntary or involuntary), and not otherwise, the holders of the Pre-Option Preferred Stock shall be entitled to receive and be paid from the assets of the Corporation, whether from capital, surplus or earnings, the sum of one thousand dollars ($1,000) for each share of such Pre-Option Preferred Stock together with an amount equal to all declared and unpaid dividends thereon (with interest thereon accruing at the Pre-Option Dividend Rate from the date of the scheduled payment thereof to the date of actual payment).

     (iv) After the payment in full to the holders of all preferred stock of the Corporation, including, without limitation, the Post-Option Preferred Stock and the Pre-Option Preferred Stock, of the aforesaid sums, and not otherwise, the remaining assets and funds of the Corporation shall be divided among and paid to the holders of the Common Stock of the Corporation, to the exclusion of the holders of all preferred stock of the Corporation.

     (v) If upon any liquidation, dissolution or winding-up of the Corporation (whether voluntary

9

or involuntary), the assets of the Corporation available for distribution among the holders of any outstanding class of stock of the Corporation (and of any other class of stock of the Corporation ranking for such purpose on a parity with such class) in accordance with the provisions of Article FOURTH (c) (i)-(iv) above, and treating the Pre-Option Preferred Stock and the Post-Option Preferred Stock as separate classes for this purpose, shall be insufficient to permit the payment in full to such holders of the amounts to which they are entitled pursuant to such paragraphs, then such available assets shall be distributed among the holders of shares of such class (and of any other class ranking for such purpose on a parity therewith) ratably in proportion to the full amounts to which they would otherwise be entitled pursuant to such paragraphs.

     (vi) A reorganization, consolidation or merger of the Corporation (in whatever manner effected, including the sale or transfer of its assets) shall not be regarded as a voluntary liquidation, dissolution or winding up of the Corporation for purposes of this Article FOURTH (c).

          (d) Each share of Post-Option Preferred Stock shall be mandatorily redeemed by the Corporation on the later of (i) the tenth anniversary of the first issuance of the Preferred Stock or (ii) eighteen (18) months after the exercise of the Option with respect to such share, for an amount equal to the par value thereof plus all accrued and unpaid cumulative dividends (including, if applicable a partial dividend to the date of redemption), if any, with respect thereto (with interest thereon accruing at the Post-Option Dividend Rate from the date of the scheduled payment thereof to the date of redemption). From and after the redemption date, unless default shall be made by the Corporation in providing the funds for redemption or in setting such funds aside separate and apart from the Corporation’s other funds in trust for the holders of the shares to be so redeemed, dividends on each such share of Post-Option Preferred Stock shall cease to accrue and said share shall no longer be deemed to be outstanding, and all rights of the holder thereof in respect of such share shall cease except the right to receive payment in the amount indicated above, payable upon surrender of the certificate representing such share, without interest.

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(e) (i) The Corporation, at the option of the Board of Directors, may redeem the whole or any part of the issued and outstanding Pre-Option Preferred Stock or Post-Option Preferred Stock at any time, or from time to time, for an amount equal to the aggregate par value of the shares to be so redeemed together with an amount equal to all accrued and unpaid dividends thereon (including, in the case of Post-Option Preferred Stock, all accrued and unpaid cumulative dividends, including, if applicable, a partial dividend to the date of redemption), with interest on all such accrued and unpaid dividends accruing at the Pre-Option Dividend Rate or the Post-Option Dividend Rate, as applicable, from the date of the scheduled payment thereof to the date of redemption. In the event that less than all the issued and outstanding shares of the Pre-Option Preferred Stock or the Post-Option Preferred Stock, as applicable, are to be so redeemed, the shares to be redeemed shall be selected by lot. Written notice of such redemption, stating the number of shares to be redeemed and the date upon which and the place at which certificates representing the shares to be redeemed shall be surrendered, shall be given not less than fifteen (15) and not more than sixty (60) days prior to the redemption date to each holder of such shares at its or his address as it appears on the books of the Corporation. If fewer than all shares held by any holder of the Pre-Option Preferred Stock or the Post-Option Preferred Stock are to be redeemed, the notice given to such holder shall also specify the number of shares to be redeemed from such holder. From and after the redemption date, unless default shall be made by the Corporation in providing the funds for redemption or in setting such funds aside separate and apart from the Corporation’s other funds in trust for the holders of the shares to be so redeemed, dividends on the shares so redeemed shall cease to accrue and said shares shall no longer be deemed to be outstanding, and all rights of the holders thereof in respect of such shares shall cease except for the right to receive payments in the amount indicated above, payable upon surrender of the certificates representing such shares, without interest. In case fewer than all the shares represented by any such certificate are to be redeemed, a new certificate shall be issued

11

representing the unredeemed shares, without cost to the holder of such shares. In the case of Pre-Option Preferred Stock for which notice of redemption as provided in this Article FOURTH (e)(i) has been given by the Corporation as aforesaid, the right to exercise the Option with respect to such Preferred Stock shall cease upon the giving by the Corporation of such notice of redemption.

     (ii) Notwithstanding the foregoing, if dividends in full on all outstanding shares of Post-Option Preferred Stock for all prior quarterly dividend periods and the current quarterly dividend period have not been paid or been declared and a sum sufficient for such payment set aside by the Corporation, (A) the Corporation may not redeem any shares of Preferred Stock unless all outstanding shares of Post-Option Preferred Stock are redeemed by the Corporation and (B) the Corporation may not redeem any shares of Other Preferred Stock or Common Stock or any shares of any class of stock ranking on a parity with or junior to the Post-Option Preferred Stock in the payment of dividends.

     (iii) Except as provided by Article FOURTH (b)(vii) above, nothing contained in this Amended and Restated Certificate of Incorporation shall limit any legal right of the Corporation to purchase or otherwise acquire any shares of Preferred Stock in privately negotiated transactions or otherwise; provided that no such purchase or other acquisition shall be made unless all accrued and unpaid dividends on all outstanding shares of Post-Option Preferred Stock shall have been paid or are being contemporaneously paid or set aside for payment.

          (f) Any shares of Preferred Stock redeemed pursuant to paragraph (d) or (e) above or otherwise acquired by the Corporation in any manner whatsoever shall be permanently retired immediately on the acquisition thereof and shall not under any circumstances be reissued, sold or transferred by the Corporation; and the Corporation may from time to time take appropriate action to reduce the authorized number of shares of the Preferred Stock accordingly.

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(g) (i) Except as expressly otherwise provided by law, and as set forth in Article FOURTH (g)(ii) below, the holders of the Preferred Stock shall not be entitled to vote at any meeting of the stockholders or to receive notice of such meeting, all voting rights to the fullest extent permitted by law being vested exclusively in the holders of the Common Stock.

     (ii) If and whenever, for any reason whatsoever, dividends on any shares of Post-Option Preferred Stock at the time outstanding have not been paid for four or more consecutive quarterly dividend periods, then, until the Corporation shall have paid all dividends in arrears (with interest thereon accruing at the Post-Option Dividend Rate from the dates of the scheduled payment thereof), on all issued and outstanding shares of Post-Option Preferred Stock or set aside a sum sufficient for such purpose, the holders of record of the issued and outstanding shares of the Post-Option Preferred Stock, voting together for this purpose as a separate class, shall, at the annual meeting of the stockholders of the Corporation next held and at all subsequent annual meetings until all accrued and unpaid dividends on such Post-Option Preferred Stock shall have been so paid or set aside in full, have the right to elect two directors to the Board of Directors and the size of the Board, as it then exists pursuant to this Certificate or the By-Laws, shall be increased to give effect to such right. Except as provided below, any director elected by the holders of the Post-Option Preferred Stock pursuant hereto may be removed and any vacancy in the directorships created and existing at any time to give effect to the rights of the holders of such Post-Option Preferred Stock hereunder may be filled only by vote of the holders of such Post-Option Preferred Stock. Upon the payment or setting aside in full of all such accrued and unpaid dividends (with interest thereon at the Post-Option Dividend Rate from the dates of the scheduled payment thereof), the right of the holders of Post-Option Preferred Stock to elect two directors to the Board of Directors shall cease, subject, however, to revival whenever dividends on the Post-Option Preferred Stock shall again have not been paid for four or more consecutive quarterly dividend periods. Also upon

13

the making or setting aside in full of all such dividend payments in arrears (with interest thereon at the Post-Option Dividend Rate from the dates of the scheduled payment thereof), the additional directors elected pursuant to the provisions hereof shall immediately resign or be removed from the Board, and the size of the Board shall be reduced accordingly.

          (h) Except as may otherwise be required by law, the shares of Preferred Stock shall not have any preferences or relative, participating, optional or other special rights, other than those specifically set forth in the Amended and Restated Certificate of Incorporation of the Corporation. Except as specifically provided in this Article FOURTH, the shares of Preferred Stock are not convertible and shall have no preemptive or subscription rights.

          FIFTH: The Board of Directors of the Corporation shall have the power to make, alter and repeal the By-Laws of the Corporation, subject to the reserved power of the stockholders to make, alter and repeal By-Laws.

          Unless otherwise provided in the By-Laws of the Corporation, elections of directors need not be by written ballot.

          SIXTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of the General Corporation Law of the State of Delaware or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of the General Corporation Law of the State of Delaware, order a meeting of the creditors or class, of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a

14

consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of this Corporation, as the case may be, and also on this Corporation.

          SEVENTH: Each person who at any time is or was a director or officer of the Corporation, and each other person who at any time is or was an employee, trustee or agent of the Corporation as to whom the Board of Directors has specifically approved the applicability of this Article, and is or was threatened to be or is or was made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director, officer, employee, trustee or agent, as the case may be, of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any such action, suit or proceeding to the full extent authorized under Section 145 of the General Corporation Law of the State of Delaware. The foregoing right of indemnification shall in no way be exclusive of any other rights of indemnification to which such director, officer, employee, trustee or agent may be entitled, under any By-Law, agreement, vote of stockholders or disinterested directors, or otherwise.

          EIGHTH: Any and all right, title, interest and claim in or to any dividends declared by the Corporation, whether in cash, stock or otherwise, or any moneys set aside by the Corporation for the payment of the redemption price of Preferred Stock, which are unclaimed by the stockholder entitled thereto for a period of six (6) years after the close of business on the dividend payment date or the date of redemption, as the case may be, shall be and be deemed to be extinguished and abandoned; and such unclaimed dividends or moneys, together with any interest thereon which may be allowed by any bank or trust company with which such dividends or moneys may have been deposited during such time by the Corporation, in the possession of the Corporation, its transfer agents or other agents or depositaries shall at the end of such time become the absolute property of the Corporation, free and clear of any and all claims of any persons whatsoever.

15

          NINTH: From time to time any of the provisions of this Certificate of Incorporation may be amended, altered or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the Corporation by this Certificate of

16

Incorporation are granted subject to the provisions of this Article NINTH.

     IN WITNESS WHEREOF, the Corporation has caused this Certificate to be duly signed by James P. Schadt, President of the Corporation, and attested to by Michael A.C. Clark, Secretary of the Corporation, this 29th day of December, 1986.

CADBURY SCHWEPPES INC.
By:	/s/ James P. Schadt
	James P. Schadt, President

[CORPORATE SEAL]

ATTEST:

/s/ Michael A.C. Clark  

Michael A.C. Clark, Secretary 

17

State

of

DELAWARE

Office of SECRETARY OF STATE

I, Glenn C. Kenton, Secretary of State of the State of Delaware, do hereby certify that the attached is a true and correct copy of Certificate of Ownership filed in this office on January 3, 1983.

	/s/ Glenn C. Kenton
	Glenn C. Kenton, Secretary of State
	BY:	/s/ L. D. Burbage
	DATE: January 25, 1984

Form 130

State

of

DELAWARE

Office of SECRETARY OF STATE

I, Glenn C. Kenton, Secretary of State of the State of Delaware, do hereby certify that the attached is a true and correct copy of Certificate of Incorporation filed in this office on March 2, 1982.

	/s/ Glenn C. Kenton
	Glenn C. Kenton, Secretary of State
	BY:	/s/ E. Curran
	DATE:	March 2, 1982

Form 130

CERTIFICATE OF INCORPORATION

OF

CADBURY SCHWEPPES PRODUCTS, INC.
(a Delaware corporation)

          THE UNDERSIGNED, a natural person, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly, Chapter 1, Title 8, of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “General Corporation Law of the State of Delaware”), hereby certifies that:

          FIRST: The name of the Corporation is CADBURY SCHWEPPES PRODUCTS, INC.

          SECOND: The location of the registered office of the Corporation in the State of Delaware is at 229 South State Street, City of Dover, County of Kent. The name of the registered agent of the Corporation in the State of Delaware at such address upon whom process against the Corporation may be served is The Prentice-Hall Corporation System, Inc.

          THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware.

          FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is One Thousand (1,000). All shares are of one class and are shares of common stock of the par value of One Dollar ($1.00) per share.

          FIFTH: The name and mailing address of the incorporator are as follows:

Name	Mailing Address
Michael A.C. Clark	Cadbury Schweppes U.S.A. Inc.
	1200 High Ridge Road
	Stamford, Connecticut 06905

          SIXTH: The Board of Directors of the Corporation shall have the power to make, alter, and repeal the By-laws of the Corporation, subject to the reserved power of the stockholders to make, alter, and repeal By-Laws.

          Unless otherwise provided in the By-Laws of the Corporation, elections of directors need not be by written ballot.

          SEVENTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its

2

stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of the General Corporation Law of the State of Delaware or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of the General Corporation Law of the State of Delaware, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

3

          EIGHTH: Each person who at any time is, or shall have been a director or officer of the Corporation, and is threatened to be or is made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he is, or was, a director or officer of the Corporation, or served at the request of the Corporation as a director, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust, or other enterprise, shall be indemnified against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with any such action, suit, or proceeding to the full extent authorized under subsections (a) through (e) of Section 145 of the General Corporation Law of the State of Delaware. The foregoing right of indemnification shall in no way be exclusive of any other rights of indemnification to which such director, officer, employee or agent may be entitled, under any By-Law, agreement, vote of stockholders or disinterested directors, or otherwise.

          NINTH: Any and all right, title, interest, and claim in or to any dividends declared by the Corporation whether in cash, stock, or otherwise, which are unclaimed by the stockholder entitled thereto for a period of six (6)

4

years after the close of business on the payment date, shall be and be deemed to be extinguished and abandoned; and such unclaimed dividends in the possession of the Corporation, its transfer agents, or other agents or depositaries, shall at such time become the absolute property of the Corporation, free and clear of any and all claims of any persons whatsoever.

          TENTH: From time to time any of the provisions of this Certificate of Incorporation may be amended, altered, or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the Corporation by the Certificate of Incorporation are granted subject to the provisions of this Article TENTH.

          THE UNDERSIGNED, for the purposes of forming a Corporation under the laws of the State of Delaware, does hereby make and execute this Certificate and affirm and acknowledge, under the penalties of perjury, that this Certificate is my act and deed and that the facts herein stated are true, and have accordingly set my hand hereto this 26th day of February 1982.

/s/ Michael A.C. Clark  

Michael A.C. Clark 

Incorporator 

5

EX-3.71

Exhibit 3.71

PAGE 1

State of Delaware

Office of the Secretary of State

     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “CADBURY SCHWEPPES INC.”, CHANGING ITS NAME FROM “CADBURY SCHWEPPES INC.” TO “CADBURY BEVERAGES INC.”, FILED IN THIS OFFICE ON THE EIGHTH DAY OF JUNE, A.D. 1990, AT 12 O’CLOCK P.M.

	/s/ Edward J. Freel
	Edward J. Freel, Secretary of State

0932878 8100	AUTHENTICATION:	8713856
971354989	DATE:	10-21-97

CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF CADBURY SCHWEPPES INC,

     THE UNDERSIGNED, on behalf of CADBURY SCHWEPPES INC. (the “Corporation”) does hereby certify as follows:

1. ARTICLE FIRST of the Certificate of Incorporation of the Corporation is hereby amended to read as follows:

     “FIRST: The name of the Corporation (hereinafter called the “Corporation”) is CADBURY BEVERAGES INC.”

2. The Amendment of the Certificate of Incorporation contained herein has been duly adopted in accordance with the provisions of sections 141, 228 and 242 of the General Corporation Law of the state of Delaware and with the provisions of the Corporation’s By-Laws.

     IN WITNESS WHEREOF, the Corporation has caused this Certificate to be duly signed by H. Todd Stitzer, Vice President, General Counsel and Secretary of the Corporation, and attested to by Henry A. Udow, Vice President and Assistant Secretary of the Corporation, this 31^st day of May, 1990.

/s/ H. Todd Stitzer  

H. Todd Stitzer 

Vice President, General Counsel and Secretary 

ATTEST:

/s/ Henry A. Udow  

Henry A. Udow 

Vice President and Assistant Secretary 

CERTIFAMENDEXA

EX-3.72

Exhibit 3.72

PAGE 1

State of Delaware

Office of the Secretary of State

     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “CADBURY BEVERAGES INC.”, CHANGING ITS NAME FROM “CADBURY BEVERAGES INC.” TO “CBI HOLDINGS INC.”, FILED IN THIS OFFICE ON THE TWENTY-THIRD DAY OF JANUARY, A.D. 1995, AT 4 O’CLOCK P.M.

	/s/ Edward J. Freel
	Edward J. Freel, Secretary of State

0932878 8100	AUTHENTICATION:	8713858
971354989	DATE:	10-21-97

CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION OF
CADBURY BEVERAGES INC.

          CADBURY BEVERAGES INC., a Delaware corporation, HEREBY CERTIFIES AS FOLLOWS:

          1. The name of the Corporation is Cadbury Beverages Inc. The date of filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware was March 2, 1982.

          2. This Certificate of Amendment sets forth an amendment to the Certificate of Incorporation of the Corporation which was duly adopted by the written consent of the sole stockholder of the Corporation entitled to vote thereon in accordance with the provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

          3. Article FIRST of the Certificate of Incorporation is hereby amended in full to be and read as follows:

          “FIRST: The name of the corporation is CBI Holdings Inc. (the ‘Corporation’).”

          IN WITNESS WHEREOF, Cadbury Beverages Inc. has caused this Certificate to be signed by John F. Brock, its Executive Vice President, and attested by Gary G. Lyons, its Secretary, this 20th day of January, 1995.

CADBURY BEVERAGES INC.
By:	/s/ John F. Brock
	John F. Brock
	Executive Vice President

ATTEST:
 

/s/ Gary G. Lyons  

Gary G. Lyons 

Secretary 

EX-3.73

Exhibit 3.73

PAGE 1

Delaware

The first State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “CBI HOLDINGS INC. ”, CHANGING ITS NAME FROM “CBI HOLDINGS INC.” TO “DPS HOLDINGS INC.”, FILED IN THIS OFFICE ON THE EIGHTH DAY OF MAY, A.D. 2008, AT 11:55 O’CLOCK A.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

		/s/ Harriet Smith Windsor
		Harriet Smith Windsor, Secretary of State
0932878    8100		AUTHENTICATION:	6577668
080519371		DATE:	05-08-08
You may verify this certificate online at corp.delaware.gov/authver.shtml

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:56 PM 05/08/2008

FILED 11:55 AM 05/08/2008

SRV 080519371 – 0932878 FILE

CERTIFICATE OF AMENDMENT

OF

AMENDED & RESTATED
CERTIFICATE OF INCORPORATION

* * * * *

          CBI HOLDINGS INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware.

DOES HEREBY CERTIFY:

          FIRST: That the Board of Directors of said corporation, in lieu of a meeting and by unanimous written consent of its members, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Amended & Restated Certificate of Incorporation of CBI HOLDINGS INC. be amended by changing the First Article thereof so that, as amended, said Article shall be and read as follows:

“The name of the Corporation is DPS Holdings Inc.”

          SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

          THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

          FOURTH: That this Certificate of Amendment of the Certificate of Incorporation shall be effective on May 8, 2008.

     IN WITNESS WHEREOF, said corporation has caused this certificate to be signed by James L. Baldwin, its Executive Vice President and Secretary this 18^th day of April, 2008.

By	/s/ James L. Baldwin James L. Baldwin
	Executive Vice President & Secretary

EX-3.74

Exhibit 3.74

Certificate of Assistant Secretary

     I, Wayne R. Lewis, in my capacity as Assistant Secretary of DPS Holdings Inc., a Delaware corporation (the “Corporation”), am delivering this Certificate of Assistant Secretary to certify that the Corporation was formerly known as CBI Holdings Inc. (“Former Name”) and the Bylaws attached hereto in the Former Name continue to be the Bylaws of the Corporation.

     IN WITNESS WHEREOF, I have set my hand to this Certificate as of the 18^th day of November, 2008.

DPS HOLDINGS INC. a Delaware corporation
By:	/s/ Wayne R. Lewis
	Wayne R. Lewis
	Assistant Secretary

State of Texas	§
	§
County of Collin	§

     This instrument was acknowledged before me on this 18^th day of November 2008, by Wayne R. Lewis, Assistant Secretary of DPS Holdings Inc., a Delaware corporation, on behalf of said corporation.

/s/ Janet L. Barrett  

Janet L. Barrett 

Notary Public in and for the State of Texas 

November 8, 2004

AMENDED AND RESTATED BY-LAWS

OF

CBI HOLDINGS INC.

ARTICLE I

Meetings of Stockholders

     SECTION 1. Annual Meetings. Unless directors are elected by written consent in lieu of an annual meeting, the annual meeting of the stockholders for the election of directors shall be held at such place, if any, within or without the state of Delaware, on a business day and at a time designated by resolution of the Board of Directors (hereinafter the “Board”). Any other proper business may be transacted at an annual meeting of stockholders. The Board may, in its discretion, determine that an annual meeting of stockholders shall not be held at any place, but may instead be held by means of remote communication.

     SECTION 2. Special Meetings. Special meetings of the stockholders, for any purpose or purposes, shall be held at such place, if any, within or without the State of Delaware, and at such time as the Board shall determine whenever called by order of the President; the Board or by stockholders holding together at least one-fourth of all shares of the corporation entitled to vote at the meeting. The Board may, in its discretion, determine that a special meeting of stockholders shall not be held at any place, but may instead be held by means of remote communication.

     SECTION 3. Notice of Meetings. Written notice of every meeting of stockholders, stating the place, if any, date, time, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person

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and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given personally or by mail not less than ten (10) nor more than sixty (60) days (except as otherwise provided by law) before the date of such meeting to each person who appears on the stock transfer books of the Corporation as a stockholder and who is entitled to vote at such meeting. If such notice is mailed, it shall be directed to such stockholder at his address as it appears on the stock transfer books of the Corporation.

     SECTION 4. Quorum. At any meeting of the stockholders the holders of a majority of the shares of the Corporation entitled to vote at such meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of any business, except where otherwise provided by law or in the Certificate of Incorporation.

     SECTION 5. Adjournments. If at any meeting of the stockholders a quorum shall fail to attend in person or by proxy or the holders of a majority of the shares present in person or by proxy and entitled to vote at such meeting desire to adjourn the meeting, the holders of a majority of the shares present in person or by proxy and entitled to vote at such meeting may adjourn the meeting from time to time until a quorum shall attend or to another time or place, as the case may be, and thereupon any business may be transacted which might have been transacted at the original meeting. Notice need not be given of the adjourned meeting if the time and place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may de deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken, provided, however, that if the adjournment is for more than thirty (30) days, or if after the adjournment, a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

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     SECTION 6. Organization. The Chairman, or the President; and in their absence a chairman chosen by a majority vote of the stockholders present in person or by proxy and entitled to vote, shall call meetings of the stockholders to order and shall act as chairman thereof. The Secretary or an Assistant Secretary of the Corporation shall act as secretary at all meetings of the stockholders when present, and, in the absence of both, the chairman may appoint any person to act as secretary.

     SECTION 7. Order of Business. The order of business at all meetings of the stockholders shall be as determined by the chairman of the meeting. The chairman may rule on questions of order and procedure coming before the meeting or submit such questions to the vote of the meeting.

     SECTION 8. Voting. At each meeting of the stockholders, each stockholder entitled to vote any shares on any matter to be voted upon at such meeting shall be entitled to one vote on such matter for each such share and may exercise such voting right either in person or by proxy appointed by an instrument in writing subscribed by such stockholder or his duly authorized attorney. No such proxy shall be voted or acted upon after eleven months from its date unless the proxy provides for a longer period. Voting need not be by written ballot. All elections of directors shall be decided by a plurality vote and all other matters decided and actions authorized by a majority vote, except as otherwise required by law.

     SECTION 9. Inspectors. At any meeting of stockholders, inspectors of election may be appointed by the chairman of the meeting for the purpose of opening and closing the polls, receiving and taking charge of the proxies, and receiving and counting the ballots or the vote of stockholders otherwise given. The inspectors shall be appointed by the chairman of the meeting, shall be sworn to faithfully perform their duties, and shall in writing certify to the voting returns. No candidate for election as

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director shall be appointed or act as inspector.

     SECTION 10. Stockholder List. At least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of such stockholder, shall be prepared and held open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours for said ten (10) days either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

     SECTION 11. Informal Action. Any action that may be taken at any annual or special meeting of the stockholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a consent in writing or by electronic transmission, setting forth the action so taken, shall be signed or delivered by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of corporate action without a meeting by less than unanimous consent in writing or by electronic transmission shall be given to those stockholders who have not consented in writing or by electronic transmission.

ARTICLE II

Directors

     SECTION 1. Functions, Number and Term of Office. The property, business and affairs of the Corporation shall be managed by or under the direction of a Board, who need not be stockholders, citizens of the United States or residents of the

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State of Delaware, consisting of eight (8) members or such other number as may be determined from time to time by action of the Board taken by the affirmative vote of a majority of the whole Board. The use of the phrase “whole Board” herein refers to the total number of directors which the Corporation would have if there were no vacancies. Except as otherwise provided by law or in these By-Laws or in the Certificate of Incorporation, the directors shall be elected by the stockholders of the Corporation, and shall hold office until the next annual meeting of stockholders and until their successors shall be elected and shall qualify, or until their earlier resignation or removal.

     SECTION 2. Vacancies. Unless otherwise provided in the Certificate of Incorporation or in these By-Laws, vacancies among the directors, whether caused by resignation, death, disqualification, removal, and increase in the authorized number of directors or otherwise, may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

     SECTION 3. Removal. Any director or the whole Board may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

     SECTION 4. Place of Meeting. The directors may hold their meetings and may have one or more offices and keep the books of the Corporation (except as otherwise may at any time be provided by law) at such place or places within or without the State of Delaware as the Board may from time to time determine.

     SECTION 5. Annual Meeting. The newly elected board may meet for the purpose of organization, the election of officers and the transaction of other business each year without notice immediately after the annual meeting of stockholders at the same place as such meeting of stockholders, or at such time and place within or without the State of Delaware as shall be fixed as provided in Section 7 of this Article for special meetings of the Board.

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     SECTION 6. Regular Meetings. Regular meetings of the Board shall be held at such time and place within or without the state of Delaware as the Board shall from time to time by resolution determine and no notice of such regular meeting shall be required.

     SECTION 7. Special Meetings. Special meetings of the Board shall be held whenever called by the direction of the Chairman, President or of one-fourth of the directors then in office. Notice shall be given to each director of the date, time and place of each special meeting by mailing the same at least three (3) days before the meeting or by telexing, telegraphing or telephoning the same not later than the day before the meeting, at the residence address of each director or at his usual place of business. Special meetings of the Board shall be held at such place within or without the state of Delaware as shall be specified in the call for the meeting.

     SECTION 8. Quorum. Except as otherwise provided by law or in the Certificate of Incorporation, the presence of at least four of the directors, but not less than one-third of the directors in office shall constitute a quorum for the transaction of business. A majority of those present at any meeting, if less than a quorum be present, may adjourn the meeting from time to time without notice, until a quorum be had.

     SECTION 9. Action by Board. Except as otherwise provided by law or in the Certificate of Incorporation, the vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board.

     SECTION 10. Expenses. Directors shall be reimbursed by the Corporation for ordinary and reasonable expenses incurred in the performance of their duties.

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     SECTION 11. Organization. At all meetings of the Board, the Chairman, or in his absence the President, if he is a member of the Board, or in their absence, a chairman chosen by a majority vote of the directors present, shall preside. The Secretary or an Assistant Secretary of the Corporation shall act as secretary at all meetings of the Board when present, and, in the absence of both, the Chairman may appoint any person to act as secretary.

     SECTION 12. Committees. The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation, to serve at the pleasure of the Board. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the Board, and except as provided by law, shall have and may exercise all the powers and authority of the Board in the management of the property, business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. A committee may create one or more subcommittees, each subcommittee to consist of one or more of the members of the committee, and delegate to a subcommittee any or all the powers and authority of the committee.

     SECTION 13. Meetings by Telephone Conference. Any member of the Board or any committee designated by such Board may participate in any meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in any meeting pursuant to this provision shall constitute presence in person at such meeting.

     SECTION 14. Informal Action. Any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a

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meeting if all the members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be made in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

ARTICLE III

Officers

     SECTION 1. Number. The executive officers of the Corporation shall be a Chairman, a President, one or more Executive Vice Presidents, one or more Senior Vice Presidents, one or more Vice Presidents, a Treasurer and a Secretary, each of whom shall be elected or appointed by the Board. The Board may appoint one or more Assistant Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers and such other subordinate officers and agents as it may deem necessary or advisable. Any number of offices may be held by the same person.

     SECTION 2. Election and Term of Office. The Officer of the Corporation to be elected or appointed by the Board shall be elected or appointed annually by the Board at the first meeting of the Board held after each annual meeting of the stockholders, and shall hold office until his successor is elected or appointed and qualified, or until his earlier resignation or removal.

     SECTION 3. Compensation. The Board shall have the power to fix the compensation of all officers, agents and employees of the Corporation, which power, as to other than elected officers, may be delegated as the Board shall determine.

     SECTION 4. Removal. All officers, agents and employees of the

8

Corporation shall be subject to removal, with or without cause, at any time by affirmative vote of the majority of the whole Board whenever, in the judgment of the Board, the best interests of the Corporation will be served thereby. The power to remove agents and employees, other than officers or agents elected or appointed by the Board, may be delegated as the Board shall determine.

     SECTION 5. Vacancies. Any vacancy in any office because of death, resignation, removal or otherwise, may be filled by the Board for the unexpired portion of the term.

     SECTION 6. The Chairman. The Chairman shall preside at meetings of the Board and the stockholders and perform all other duties incident to his office and such other duties as may from time to time be assigned to him by the Board.

     SECTION 7. The President. The President shall be the chief executive officer and chief operating officer of the Corporation and shall have the general powers and duties of supervision and management of the property, business and affairs of the Corporation. The President shall see that all orders and resolutions of the Board are carried into effect, and in general, he shall perform all duties incident to the office of President and such other duties as may from time to time be assigned to him by the Board. He shall in the absence or disability of the Chairman, perform the duties and exercise the powers of the Chairman.

     SECTION 8. Executive Vice Presidents. The Executive Vice Presidents shall, as directed by the President, assist the President in the management of the business and affairs of the Corporation and, in the order designated by the Board, shall, in the absence or disability of the Chairman and the President, perform the duties and exercise the powers of the Chairman and the President.

9

     SECTION 9. Senior Vice Presidents. The Senior vice Presidents shall, as directed by the President, assist the President in the management of the business and affairs of the Corporation and, in the order designated by the Board, shall, in the absence or disability of the Chairman and the President and Executive Vice Presidents, perform the duties and exercise the powers of the Chairman and the President and Executive Vice Presidents.

     SECTION 10. The Vice Presidents. The Vice Presidents shall, as directed by the President, the Executive Vice Presidents and the Senior Vice Presidents, assist in the management of the business and affairs of the Corporation and, in the order designated by the Board, shall, in the absence or disability of the Chairman, the President, the Executive Vice Presidents and the Senior Vice Presidents, perform the duties and exercise the powers of the Chairman and the President and Executive Vice Presidents and Senior Vice Presidents.

     SECTION 11. The Treasurer. The Treasurer shall have the general care and custody of and be responsible for all the funds and securities of the Corporation which may come into his hands and shall deposit the same to the credit of the Corporation in such bank or banks or depositories as from time to time may be designated by the Board or by an officer or officers authorized by the Board to make such designation, and the Treasurer shall payout and dispose of the same under the direction of the Board. He shall have general charge of all the securities of the Corporation and shall in general perform all duties incident to the position of Treasurer and such other duties as may from time to time be assigned to him by the Board or the President.

     SECTION 12. The Secretary. The Secretary shall keep the minutes of all proceedings of the Board, of any committee of the Board and of all meetings of the stockholders in books provided for that purpose, of which he shall be the custodian; he shall attend to the giving and serving of all notices for the Corporation; he shall have

10

charge of the seal of the Corporation, of the stock certificate books and such other books and papers as the Board may direct; and he shall in general perform all the duties incident to the office of Secretary and such other duties as may from time to time be assigned to him by the Board or the Chairman.

     SECTION 13. The Assistant Secretary. The Assistant Secretary shall, as directed by the Secretary, assist the Secretary in the performance of the duties and the exercise of the powers of the Secretary; and he shall in general perform all the duties incident to the office of Assistant secretary and such other duties as may from time to time be assigned to him by the Board, the Chairman or the Secretary.

     SECTION 14. Bonding. The Board shall have power to require any officer or employee of the Corporation to give bond for the faithful discharge of his duties in such form and with such surety or sureties as the Board may deem advisable.

     SECTION 15. Voting of Securities. Unless otherwise directed by the Board, the Chairman or the President shall have full power and authority on behalf of the Corporation to attend, act and vote, or to execute and deliver in the name of and on behalf of the Corporation a proxy authorizing an agent or attorney-in-fact for the Corporation to attend, act and vote, at any meeting of security holders or any corporation in which the Corporation may hold securities and to execute and deliver in the name of and on behalf of the Corporation any consent in writing or by electronic transmission of security holders in lieu of any such meeting, and at any such meeting each of them or the agent or attorney-in-fact duly authorized by either of them, shall possess and may exercise any and all rights and powers incident to the ownership of such securities which the corporation, as the owner thereof, might have possessed or exercised if present. The Board may, by resolution, from time to time, confer like power upon any other person or persons.

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ARTICLE IV

Stock

     SECTION 1. Form and Execution of Certificates. The certificates of shares of stock of the Corporation shall be in such form as shall be approved by the Board. Every stockholder in the Corporation shall be entitled to have a certificate signed by, or in the name of the Corporation by, the Chairman, the President, a Senior Vice President or a Vice President, and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant secretary. Any or all of the signatures on the certificate may be a facsimile. In case any officer who has signed such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of its issue.

     SECTION 2. Transfer of Stock Certificates. The Board shall cause suitable books to be kept for the registry and transfer of the shares of the capital stock of the Corporation. Shares of the capital stock shall be transferable on the record of stockholders upon presentation to the Corporation or a transfer agent of a certificate or certificates representing the shares of stock requested to be transferred, with proper endorsement on the certificate or certificates or on a separate accompanying document or accompanied by proper evidence of succession or assignment or authority to transfer, together with such evidence of the payment of transfer taxes and compliance with any other provisions of the law, as the Corporation or its transfer agent may require. No transfers of stock shall be valid unless made upon the books of the Corporation by authority of the owner of such stock or of his or its duly authorized legal representative and except upon the surrender and cancellation of the old certificate or certificates (unless certificates have been lost, stolen or destroyed).

     SECTION 3 . Lost, Stolen or Destroyed Stock Certificates. No certificate for shares of stock of the Corporation shall be issued in place of any certificate theretofore issued by the Corporation and alleged to have been lost, stolen or

12

destroyed, except, if and to the extent required by the Board, upon:

          (a) Production of evidence of loss, wrongful taking or destruction;

          (b) The execution and delivery to the Corporation of an affidavit setting forth the facts regarding such loss, destruction or wrongful taking;

          (c) Delivery of a bond in such form and amount as the Board may require, indemnifying the Corporation and its agent against any claim that may be made against it or them on account of the alleged loss, destruction or wrongful taking of the replaced certificate or the issuance of the new certificate;

          (d) Payment of the expenses of the Corporation and its agents incurred in connection with the issuance of the new certificate; and

          (e) Compliance with such other reasonable requirements as may be imposed.

     SECTION 4. Fixing of Record Date. For the purpose of determining the stockholders entitled to notice of, and to vote at, any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing or by electronic transmission without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix, in advance, a date as the record date for any such determination of stockholders, and all persons who are stockholders of record on the date so fixed, and no others, shall be entitled to notice of, and to vote at, such meeting or any adjournment thereof, or to express consent to corporate action in writing or by electronic transmission without a meeting, or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or to take any other lawful action, as the case may be. Such record date shall not be more than sixty (60) days nor less than ten (10) days before the date of any such meeting, nor more than sixty (60) days prior to any other action.

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     SECTION 5. Regulations. The Board may make such other rules and regulations consistent with any governing statute as it may deem appropriate concerning the issue, transfer and registration of certificates of stock.

ARTICLE V

Seal

     SECTION 1. Seal. The corporate seal of the Corporation shall consist of two concentric circles, between which shall be the name of the Corporation and in the center of which shall be “Corporate Seal, 1982, Delaware”.

ARTICLE VI

Books of Account and Stock Book

     SECTION 1. Books of Account and Stock Book. The Corporation shall keep books of account of all the business and transactions of the Corporation at its office. A book to be known as the stock register, containing the names, alphabetically arranged, of all persons who are stockholders of the Corporation, showing their places of residence, the number of shares of stock held by them respectively, any the times when they respectively became the owners thereof, and the amount paid thereon, shall be kept at the office of the Corporation, or its transfer agent.

ARTICLE VII

Fiscal Year

     SECTION 1. Fiscal Year. The fiscal year of the Corporation shall end on the thirty-first (31st) day of December of each year or otherwise as the Board shall by resolution determine.

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ARTICLE VIII

Notices and Waiver

     SECTION 1. Kind of Notice Required; Waiver of Notice. Whenever under the provisions of these By-Laws notice is required to be given to any director, officer or stockholder, it shall not be construed to mean personal notice, but unless otherwise expressly stated in these By-Laws such notice may be given in writing by depositing the same in a post office or letter box in a postpaid sealed wrapper, addressed to such stockholder, officer or director, as from time to time may be designated by the Board or by an officer or officers authorized by the Board to make such designation. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation under any provision of these By-Laws shall be effective if given (i) by a form of electronic transmission consented to by the stockholder to whom the notice is given, or (ii) by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice is given; provided, that any such consent shall be revocable by the stockholder by written notice to the corporation. Whenever notice is required to be given under any provision of these By-Laws a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by these By-Laws.

     SECTION 2. Execution of Contracts, Deeds, Etc. The Board may authorize any officer or officers, agent or agents, in the name and on behalf of the

15

Corporation, to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

ARTICLE IX

Indemnification

     SECTION 1. Right to Indemnification. Each person who was or is made a party to or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, where civil, criminal, administrative or investigative (“Proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation or, as a director or officer of the Corporation, is or was serving at the written request of the Board or its designee as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such Proceeding is alleged action in an official capacity as a director, officer, trustee, employee or agent or in any other capacity, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by law, including but not limited to the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said Law permitted the Corporation to provide prior to such amendment), against all expenses, liability and loss (including attorney’s fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith; provided, however, that the Corporation shall indemnify any such person seeking indemnity in connection with an action, suit or proceeding (or part thereof) initiated by such person only if such action, suit or proceeding (or part thereof) initiated by such person was authorized by the Board. Such right shall include the right to be paid by the Corporation expenses, including attorney’s fees, incurred in defending any

16

such Proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law requires, the payment of such expenses incurred by a director or officer in advance of the final disposition of such Proceeding shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, in which such director or officer agrees to repay all amounts so advanced if it should be ultimately determined by a court or other tribunal that such person is not entitled to be indemnified under this Section or otherwise. The Corporation may, by written action of the Board, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

     SECTION 2. Right of Claimant to Bring Suit. If a claim under Section 1 of this Article is not paid in full by the Corporation within thirty (30) days after a written claim therefor has been received by the Corporation, the claimant may any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. In any such action, the burden of proof shall be on the Corporation to prove the claimant is not entitled to such payment. Neither the failure of the Corporation (including the Board, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such action that the claimant is entitled to indemnification or advancement under the circumstances, nor an actual determination by the Corporation (including the Board, independent legal counsel, or its stockholders) that the claimant is not entitled to indemnification or advancement, shall be a defense to the action or create a presumption that the claimant is not entitled to indemnification or advancement.

     SECTION 3. Contractual Rights; Applicability. The right to be indemnified or to the reimbursement or advancement of expenses pursuant to this Article (i) is a contract right based upon good and valuable consideration, pursuant to which the person entitled thereto may bring suit as if the provisions hereof were set

17

forth in a separate written contract between the Corporation and the director or officer, (ii) is intended to be retroactive and shall be available with respect to events occurring prior to the adoption hereof, and (iii) shall continue to exist after the rescission or restrictive modification hereof with respect to events occurring prior thereto.

     SECTION 4. Requested Service. Any director or officer of the Corporation serving, in any capacity, and any other person serving as director or officer of, (i) another organization of which a majority of the outstanding voting securities representing the present right to vote for the election of its directors or equivalent executives is owned directly or indirectly by the Corporation, or (ii) any employee benefit plan of the Corporation or of any organization referred to in clause (i), shall be deemed to be doing so at the written request of the Board.

     SECTION 5. Indemnification Not Exclusive Right. The rights conferred on any person by this Article shall not be exclusive of and shall be in addition to any other right which such person may have or may hereafter acquire under any statute, provision of the Certificate of Incorporation, Code of Regulation, bylaws, agreement, vote of shareholders or disinterested directors or otherwise, and shall continue as to a person who has ceased to be a director, officer, employee, trustee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

     SECTION 6. Insurance. The Corporation shall have the power to purchase and maintain insurance, at its expense, to protect itself and any such director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

     SECTION 7. “Corporation” Defined For Indemnification Purposes.

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For purposes of this Article, references to the “Corporation” shall include (in addition to the Corporation and any resulting corporation) any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had the power and authority to indemnify and advance expenses pursuant to this Article to its directors and officers, so that any such person shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

ARTICLE X

Amendment

     SECTION 1. Amendment. The By-Laws, regardless of whether made by stockholders or by the Board of Directors, may be amended, added to or repealed, or new By-Laws may be made, at any meeting of the stockholders, or (except such By-Laws or such amendments as shall have been adopted by the stockholders and at the time of such adoption expressly designated as revocable only by the stockholders) at any meeting of the Board of Directors, provided that notice of the proposed change (unless waived as herein provided by a waiver or presence at the meeting) be given in notice of the meeting.

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EX-3.75

Exhibit 3.75

PAGE 1

State of Delaware

Office of the Secretary of State

     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF “DR PEPPER BOTTLING COMPANY OF TEXAS”, FILED IN THIS OFFICE ON THE SEVENTH DAY OF OCTOBER, A.D. 1999, AT 1:45 O’CLOCK P.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS .

Corp. No. 2176154

			/s/ Edward J. Freel
2176154 8100 991425237			Edward J. Freel, Secretary of State
		AUTHENTICATION:			0015377
		DATE:		10-07-99

RESTATED CERTIFICATE OF INCORPORATION

OF

DR PEPPER BOTTLING COMPANY OF TEXAS

          DR PEPPER BOTTLING COMPANY OF TEXAS, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “GCL”), does hereby certify that:

          1. The name of the corporation is DR PEPPER BOTTLING COMPANY OF TEXAS (the “Corporation”). The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on October 21, 1988, renewed and revived by a Certificate for Renewal and Revival of Charter on June 19, 1991 and amended by a Certificate of Amendment of Certificate of Incorporation of the Corporation on February 18, 1993.

          2. This Restated Certificate of Incorporation has been approved by the Corporation’s Board of Directors and adopted by the Corporation’s stockholders pursuant to Sections 242 and 245 of the GCL.

          3. This Restated Certificate of Incorporation is being filed pursuant to Sections 242 and 245 of the GCL in order to amend and restate the Certificate of Incorporation of the Corporation.

          4. The Certificate of Incorporation of the Corporation is hereby restated in its entirety to read as follows:

          FIRST: The name of the corporation is DR PEPPER BOTTLING COMPANY OF TEXAS (hereinafter the “Corporation”).

          SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

          THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the GCL.

          FOURTH: The total number of shares of capital stock which the Corporation shall have authority to issue is six million five hundred thousand (6,500,000) shares, consisting

of six million five hundred thousand (6,500,000) shares of Common Stock, par value $.01 per share (the “Common Stock”).

          FIFTH: The Corporation shall be entitled to treat the person in whose name any shares of its capital stock are registered as the owner thereof for all purposes and shall not be bound to recognize any equitable or other claim to, or interest in, such shares on the part of any other person, whether or not the Corporation shall have notice thereof, except as required by applicable law.

          SIXTH: The powers and duties conferred or imposed on a board of directors of a corporation by the GCL shall be exercised and performed, pursuant to Section 141(a) of the GCL, by or under the direction of a governing body of the Corporation which shall be known as a “Board of Directors”, in the manner set forth in this Article SIXTH. Capitalized terms not defined herein shall have the meanings ascribed to them in the Stockholders’ Agreement between Dr Pepper/Seven Up Bottling Group, Inc. (“Bottling Group”) and its stockholders, as such agreement may be amended from time to time (the “Stockholders’ Agreement”). A copy of the Stockholders’ Agreement shall be made available to any stockholder of the Corporation who requests a copy in writing.

(i) Number and Classification. The Board of Directors shall consist of seven members (each, a “Director”, and collectively, the “Directors’’), who shall be divided into three classes as follows:

Class A Directors	three directors
Class B Directors	three directors
Class C Directors	one director

In order to be qualified to serve as Directors, the Class A Directors shall be nominated for election by the Carlyle Stockholders, the Class B Directors shall be nominated for election by the Cadbury Stockholders and the Class C Director who shall be nominated for election shall be Jim L. Turner (“Turner”) but only so long as (i) Jim and Julie Turner Family Partnership, Ltd. (the “Partnership”) or Turner shall hold Securities and (ii) Turner shall be employed by Bottling Group pursuant to the Turner Employment Agreement or any other agreement. Notwithstanding the foregoing, at such time as (i) neither the Partnership nor Turner holds Securities or (ii) Turner is not employed by Bottling Group, there shall only be six Directors, consisting of three Class A Directors and three Class B Directors. Carlyle shall be entitled to delegate to any of its members of which TC Group, L.L.C. is the general partner the right to nominate any director which Carlyle is entitled to nominate hereunder. The Class B Directors shall have the sole authority to appoint the Chairman of the Board of Directors (the “Chairman”) from among the Directors. Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected at the annual meeting of stockholders, and shall hold office until

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their respective successors are elected and qualified or until their earlier resignation or removal.

(ii) Quorum and Board Action. Four Board members, including at least one Class A Director, one Class B Director and, at such time that there is a Class C Director, one Class C Director, shall constitute a quorum for the transaction of business. If at any duly called and noticed meeting of the Board there is less than a quorum present due to the absence of the Class C Director, the other Directors present at such time may adjourn the meeting to a future date with reasonable notice to all of the Directors, and at such subsequent Board meeting, four Board members, including at least one Class A Director and at least one Class B Director, shall constitute a quorum for the transaction of business. Actions by the Board of Directors shall be taken in the manner set forth in the By-laws of the Corporation, which By-laws may include, inter alia, voting provisions stipulating that certain actions of the Board of Directors shall require the vote of a specified number of Directors of each class.

(iii) Organization; Matters for Board Consideration. The Chairman shall preside at all meetings of the Board of Directors, unless otherwise provided by the Corporation’s By-laws. The Chairman shall have the sole and complete authority to call Board meetings, to determine the agenda of Board meetings, and to determine which matters shall be put before the Board for consideration.

(iv) Committees. The Board of Directors may designate one or more committees in the manner set forth in the Corporation’s By-laws. Each committee shall consist of two or more of the Directors of the Corporation, provided that any committee will at all times include equal numbers of Class A Directors and Class B Directors.

(v) Officers; Compensation of Officers. The officers of the Corporation shall be a Chief Executive Officer, President, one or more Vice Presidents, a Secretary and a Treasurer, and such additional officers, if any, as shall be appointed by the Chief Executive Officer. The Chief Executive Officer shall be appointed by the Class B Directors. The Chief Executive Officer shall have the authority to appoint, remove and set the terms of employment (including compensation) for the officers of the Corporation. The Class B Directors shall have the authority to appoint, remove and set the compensation of the Chief Executive Officer, and, in the event that no Chief Executive Officer has been appointed or is currently in office, the Class B Directors shall have the authority to set the compensation of the President.

(vi) Removal, Vacancies and Additional Directors. A majority of the stockholders entitled to nominate Directors of a class may remove, pursuant to the terms of the Corporation’s By-laws, with or without cause, any Director of such class and, in addition, any Director of any class may be removed, but only for cause, by a vote of not less than two-thirds of the shares then entitled to vote in the election of any Directors. Vacancies

-3-

caused by any such removal and not filled by the stockholders at the meeting at which such removal shall have been made, or any vacancy caused by the death or resignation of any Director or for any other reason, may be filled only by the remaining Directors of the same class as the removed Director, and any Director so elected to fill any such vacancy shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. When one or more Directors shall resign effective at a future date, the remaining Directors of the same class as the resigning Director shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office as herein provided in connection with the filling of other vacancies. In the event that the Class C Directorship becomes vacant, the Class C Directorship shall be eliminated, and the size of the Board of Directors shall be reduced to six directors.

(vii) IPO. Effective upon the consummation of an IPO, (i) the Directors shall cease to be classified and the Corporation shall be governed by a board of directors as provided by Section 141 of the GCL and (ii) paragraphs (i) - (vi) of this Article SIXTH and all other references to special rights or obligations of the classes of Directors, the Chairman and/or the Chief Executive Officer contained in the Corporation’s Certificate of Incorporation or By-laws shall have no further force and effect.

          SEVENTH: In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, alter, amend or repeal the By-Laws of the Corporation.

          EIGHTH: The Corporation expressly elects not to be governed by Section 203 of the GCL.

          NINTH: To the fullest extent permitted by the GCL as the same exists or may hereafter be amended, a director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the GCL is amended after the date of filing of this Restated Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the GCL, as so amended from time to time. No repeal or modification of this Article NINTH by the stockholders shall adversely affect any right or protection of a director of the Corporation existing by virtue of this Article NINTH at the time of such repeal or modification. For purposes of this Article NINTH, a “director” shall include any person who, pursuant to a provision of this Restated Certificate of Incorporation, in accordance with Section 141(a) of the GCL, exercises or performs any of the powers or duties otherwise conferred or imposed upon a director by the GCL.

          TENTH: Except as set forth herein, the Corporation reserves the right to amend, alter, change or repeal any provision contained in this Restated Certificate of Incorporation, in

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the manner now or hereafter prescribed by statute, and all rights conferred on stockholders herein are granted subject to this reservation.

          ELEVENTH: Meetings of stockholders may be held within or without the State of Delaware, as the By-Laws of the Corporation may provide. The books of the Corporation may be kept (subject to any provision contained in applicable law) outside the State of Delaware at such place as may be designated from time to time by the Board of Directors or in the By-Laws of the Corporation.

          TWELFTH: The Corporation shall, to the fullest extent permitted by the provisions of the GCL, as now or hereinafter in effect, indemnify all directors and officers of the Corporation whom it may indemnify under such provisions. Employees of the Corporation may be indemnified by the Corporation as the Board of Directors may determine, or as the By-Laws of the Corporation may provide. The indemnification provided by this provision shall not limit or exclude any rights, indemnities or limitations of liability to which any of such persons may be entitled, whether as a matter of law, by agreement, vote of the shareholders or otherwise. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director, officer or employee for or with respect to any acts or omissions of such director, officer or employee occurring prior to such amendment or repeal.

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     IN WITNESS WHEREOF, the undersigned, being the Assistant Secretary of the Corporation, has duly executed this Restated Certificate of Incorporation on this 7^th day of October, 1999.

By	/s/ David Gerics
	Name:	David Gerics
	Title:	Assistant Secretary

[Signature page to DPBT Restated Certificate of Incorporation]

EX-3.76

Exhibit 3.76

CERTIFICATE OF AMENDMENT
of
RESTATED CERTIFICATE OF INCORPORATION

DR. PEPPER BOTTLING COMPANY OF TEXAS

     Dr. Pepper Bottling Company of Texas, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies that:

     The amendment to the Corporation’s Restated Certificate of Incorporation set forth in the following resolution was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware:

     RESOLVED, that the Restated Certificate of Incorporation of the Corporation be amended by deleting the fourth paragraph of Article 4 and substituting therefor the following:

The aggregate number of shares that the Corporation shall have authority to issue is 6,500 shares of common stock $.01 par value per share.

Each 1,000 shares of the Corporation’s common stock issued at the time Articles of Amendment containing this amendment are filed with the Secretary of State shall be automatically changed and reclassified without further action into one (1) fully paid and non-assessable share of the Corporation’s common stock, provide that no fractional shares shall be issued pursuant to such change and reclassification. The Corporation shall pay to each shareholder who would otherwise be entitled to fractional shares the result of such change and reclassification the fair cash value of such fractional shares as determined by the Board of Directors of this Corporation.

     IN WITNESS WHEREOF, Dr. Pepper Bottling Company of Texas has caused this Certificate to be signed by its duly authorized officer, this 4th day of February, 2000.

DR. PEPPER BOTTLING COMPANY OF TEXAS
By:	/s/ William M. Nelson
Title:	V. P.
	WILLIAM M. NELSON

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 02/08/2000
001069071 – 2176154

EX-3.77

Exhibit 3.77

PAGE 1

Delaware
The first State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF MERGER, WHICH MERGES:

     “DR PEPPER BOTTLING COMPANY OF TEXAS”, A DELAWARE CORPORATION,

     WITH AND INTO “THE AMERICAN BOTTLING COMPANY” UNDER THE NAME OF “THE AMERICAN BOTTLING COMPANY”, A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE TWENTY-EIGHTH DAY OF MAY, A.D. 2008, AT 11:24 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF MERGER IS THE THIRTY-FIRST DAY OF MAY, A.D. 2008, AT 11:58 O’CLOCK P.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

2880629 8100M

080620552
You may verify this certificate online
at corp. delaware.gov/authver.shtml /s/ Harriet Smith Windsor                            
  Harriet Smith Windsor, Secretary of State

AUTHENTICATION: 6623247                             

DATE: 05-29-08

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:21 PM 05/28/2008

FILED 11:24 PM 05/28/2008

SRV 080620552 – 2880629 FILE

CERTIFICATE OF MERGER

merging

DR PEPPER BOTTLING COMPANY OF TEXAS
(a Delaware corporation)

with and into

THE AMERICAN BOTTLING COMPANY
(a Delaware corporation)

(PURSUANT TO SECTION 251 OF THE
GENERAL CORPORATION LAW OF THE STATE OF DELAWARE)

May 28, 2008

THE AMERICAN BOTTLING COMPANY, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”). DOES HEREBY CERTIFY as follows:

     FIRST: The name and state of domicile of each of the constituent corporations (collectively, the “Constituent Corporations”) is as follows:

Name	State of Domicile
Dr Pepper Bottling Company of Texas	Delaware
THE AMERICAN BOTTLING COMPANY	Delaware

     SECOND: An Agreement and Plan of Merger dated as of May 28, 2008 (the “Agreement and Plan of Merger”), has been approved, adopted, certified, executed and acknowledged by the Corporation and Dr Pepper Bottling Company of Texas in accordance with the requirements of the General Corporation Law of the State of Delaware.

     THIRD: The name of the corporation surviving the merger is “THE AMERICAN BOTTLING COMPANY”, a Delaware corporation (the “Surviving Corporation”).

     FOURTH: The Certificate of Incorporation of the Corporation shall be the Certificate of Incorporation of the Surviving Corporation.

     FIFTH: The executed Agreement and Plan of Merger is on file at an office of the Surviving Corporation, the address of which is 5301 Legacy Drive, Plano, Texas 75024.

     SIXTH: A copy of the Agreement and Plan of Merger will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of the Corporation or Dr Pepper Bottling Company of Texas.

1

     SEVENTH: This Certificate of Merger shall be effective as of 11:58 P.M. Eastern Time on May 31, 2008.

[Signature page follows.]

2

     IN WITNESS WHEREOF, the Corporation has caused this Certificate of Merger to be executed by its duly authorized officer as of the date first written above.

THE AMERICAN BOTTLING COMPANY
By:	/s/ William M. Nelson
	Name:	William M. Nelson
	Title:	Senior Vice President & Secretary

[Signature Page to Certificate of Merger]

EX-3.78

Exhibit 3.78

RESTATED ARTICLES OF INCORPORATION
OF
WEINSTEIN BEVERAGE CO. OF SPOKANE, INC.

     Pursuant to RCW 23B. 10.070, the following constitutes Restated Articles of Incorporation of the undersigned, a Washington corporation. These Restated Articles of Incorporation correctly set forth without change the corresponding provisions of the Articles of Incorporation as heretofore amended and supersede the original Articles of Incorporation and all amendments thereto.

ARTICLE 1. NAME

     The name of this corporation is Weinstein Beverage Co. of Spokane, Inc.

ARTICLE 2. SHARES

     This corporation shall have authority to issue 1,000 shares of Common Stock having a par value of $100 per share.

ARTICLE 3. INCORPORATOR

     The names and addresses of the incorporators are as follows:

Walter F. Rabe
17 Circle West
Edina, Minnesota

W. L. Rinehart
South 226 Madison Street
Spokane, Washington

H.E. McGinty
5032 Garfield Avenue
Minneapolis, Minnesota

ARTICLE 4. NO PREEMPTIVE RIGHTS

     No preemptive rights shall exist with respect to shares of stock or securities convertible into shares of stock of this corporation.

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ARTICLE 5. NO CUMULATIVE VOTING

     The right to cumulate votes in the election of Directors shall not exist with respect to shares of stock of this corporation.

ARTICLE 6. DIRECTORS

     The number of Directors of this corporation shall be determined in the manner provided by the Bylaws and may be increased or decreased from time to time in the manner provided therein.

ARTICLE 7. BYLAWS

     The Board of Directors shall have the power to adopt, amend or repeal the Bylaws of this corporation, subject to the power of the shareholders to amend or repeal such Bylaws. The shareholders shall also have the power to amend or repeal the Bylaws of this corporation and to adopt new Bylaws.

ARTICLE 8. AMENDMENTS TO ARTICLES OF INCORPORATION

     This corporation reserves the right to amend or repeal any of the provisions contained in these Articles of Incorporation in any manner now or hereafter permitted by law, and the rights of the shareholders of this corporation are granted subject to this reservation.

ARTICLE 9. LIMITATION OF DIRECTOR LIABILITY

     To the full extent that the Washington Business Corporation Act, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of the liability of Directors, a Director of this corporation shall not be liable to this corporation or its shareholders for monetary damages for conduct as a Director. Any amendments to or repeal of this Article 9 shall not adversely affect any right or protection of a Director of this corporation for or with respect to any acts or omissions of such Director occurring prior to such amendment or repeal.

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     These Restated Articles of Incorporation do not contain an amendment to the Articles of Incorporation.

     These Restated Articles of Incorporation are executed by said corporation by its duly authorized officer.

     Dated: May 1, 1998.

WEINSTEIN BEVERAGE CO. OF SPOKANE, INC.
By:	/s/ Joseph H. Weinstein
	Joseph H. Weinstein, President

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WEINSTEIN BEVERAGE CO. OF SPOKANE, INC.

CERTIFICATE ACCOMPANYING
RESTATED ARTICLES OF INCORPORATION

     Pursuant to RCW 23B.10.070, the foregoing constitutes Restated Articles of Incorporation of the undersigned, a Washington corporation. The Restated Articles of Incorporation supersede the original Articles of Incorporation and all amendments thereto.

     The Restated Articles of Incorporation do not contain an amendment to the Articles of Incorporation and were duly adopted by the Board of Directors.

     This certificate accompanying the Restated Articles of Incorporation is executed by said corporation by its duly authorized officer.

     Dated: May 1, 1998.

WEINSTEIN BEVERAGE CO. OF SPOKANE, INC.
By:	/s/ Joseph H. Weinstein
	Joseph H. Weinstein, President

EX-3.79

Exhibit 3.79

Exhibit xx • BE SURE TO INCLUDE FOR OFFICE USE ONLY FILING FEE. Checks should be made payable to “Secretary of State” — FILED: / / — IMPORTANT! Person to contact about this filing            Daytime Phone Number (with area code) William M. Nelson 214-530-5020

—— — STATE OF WASHINGTON SECRETARY OF STATE · Please PRINT or TYPE in black ink · Sign, date and return original AND ONE COPY to: CORPORATIONS DIVISION 801 CAPITOL WAY SOUTH · PO BOX 40234 OLYMPIA, WA 98504-0234 ARTICLES OF AMENDMENT WASHINGTON PROFIT CORPORATION (Per Chapter 23B. 10 RCW) FEE: $30 EXPEDITED (24-HOUR) SERVICE AVAILABLE — $20 PER ENTITY INCLUDE FEE AND WRITE “EXPEDITE” IN BOLD LETTERS ON OUTSIDE OF ENVELOPE AMENDMENT TO ARTICLES OF INCORPORATION NAME OF CORPORATION (As currently recorded with the Office of the Secretary of State) } WEINSTEIN BEVERAGE CO. OF SPOKANE, INC. } —— UBI NUMBER            CORPORATION NUMBER (If known) AMENDMENTS TO ARTICLES OF            INCORPORATION WERE ADOPTED ON 328 016 600 328016600 Date- January 20, 2006 —— —— —— — EFFECTIVE DATE OF Specified effective date may be up to 30 days AFTER receipt            Secretary of State) filing ARTICLES OF AMENDMENT of the document by the FJ Rpnrifir. Date- by the Secretary of State fid llnnn — ARTICLES OF AMENDMENT WERE ADOPTED BY (Please check ONE of the following) n Incorporators. Shareholders action was not required Q Board of Directors. Shareholders action was not required @ Duly approved shareholder action in accordance with Chapter 23B.10 RCW — AMENDMENTS TO THE ARTICLES OF INCORPORATION ARE AS FOLLOWS If amendment provides for an exchange, ^classification, or cancellation of issued shares, provisions for implementing the amendment must be included. If necessary, attach additional amendments or information. The name of the corporation will be amended as follows: Dr Pepper Bottling of Spokane, Inc. January 24, 2006 Date signature of officer — i -Is document is hereby executed under penalties of perjury, and is, to the best of my knowledge, true and correct. William M. Nelson Printed Name Signature of Officer INFORMATION AND ASSISTANCE — 360/753-7115 (TDD — 360/753-1485) F O R 0 F F I C E U S E O N L Y 005-002 (9/00) WA005 — 9/28/00 C T System Online

STATE OF WASHINGTON SECRETARY OF STATE ARTICLES OF AMENDMENT WASHINGTON PROFIT CORPORATION (PerCtapl9r23B.tORCWI FEE: $30 JE COPY to: FILED · Please PRINT or TYPE in black ink · Sign, date and return original AND Ol CC^DCTAOV (1C CTATC6*“0 ™ (**"««) SERVICE AVAILABLE — *ZO PER ENTITY OtUKt IAKY Ur O IA11 |_HC| (joe FEE AND WRITE •EXPEDITE’ IM BOLD LETTERS CORPORATIONS DIVISION SAM REED ON OUTSIDE OF ENVELOPE 801 CAPITOL WAY SOUTH • PO BCjX 40234 OLYMPIA.WA 98504-0234 FILED: · BE SURE TOINCLUDE FILING FEE Checks FEB 3, 2006 should be made payable to “Secretai r of State’ Daytime Phone Number (with area code) 214-530-5020 r            STATE OF WASHINGTON IMPORTANT! Person to contact about this «iqa___William M. Nelson AMENDMENT TO ARTICLES OF INCORPORATION NAME OF CORPORATION (As currently recorded with the Office of the Secretary of State) } WEINSTETN BEVERAGE CO. OF SPOKANE, INC. } —— UBI NUMBER            CORPORATION NUMBER (Ukno’.vn) AMENDMENTS TO ARTICLES OF INCORPORATION WERE ADOPTED ON } 328016600 32S016600 Date- January 20, 2006 } —— —— —— EFFECTIVE DATE OF ‘Specified effective date may be up to 30 days AFTER receipt            meat by the Secretary of ARTICLES OF AMENDMENT of the docn Q Specific Date: State) 53 Upon filing by the Secretary of State — ARTICLES OF AMENDMENT WERE ADOPTED BY (Please Check ONE ofthe foBomng) Q Incorporators. Shareholders action was not required Q Board of Directors. Shareholders action was not required 0 Duly approved shareholder action in accordance with Chapter 23B.10 RCW — AMENDMENTS TO THE ARTICLES OF INCORPORATION ARE AS FOLLOWS If amendment provides for an exchange, redasslficatlon, or cancellation of Issued shares, provisions for Implementing the amendment must be Included. If necessary, attach additional amendments or Information. The name of the corporation will be amended as follows: Dr Pepper Bottling of Spokane, Inc. SIGNATURE OF OFFICER This document Is hereby executed under penalties of perjury, and Is, to the best of my knowledge, true and correct. William M. Nelson      , \/, ft Printed Name January 24,2006 Dale INFORMATION AND ASSISTANCE — 360/753-7115 (TDD — 360/753-1485) WAOO] -llSrlUCJ System Online 005-002 |WJO)

FILEE^TATEMEN 12/23/2005 755211 $10.00 Ch«± 0116150 Trade ing ID: 1025400 Doc No: 755211-001 OF CHANGE FOR AGENT OR OFFICE · Fill, type or print In black ink. · Checks made payable to ‘Secretary of State” ·Sign, date and return original tp: CORPORATIONS DIVISION 801 CAPITOL WAY SOUTH-OLYMPIA, WA 98504-0234 SAM REED DEC 23, STATE OF WASHING W) BOX 40234 EE: $10.00 1001 IMPORTANT! Person to Contact about this Filing Daytime Phone Number (with area code) -5-020 Email Address Name of Entity WEINSTEFN BEVERAGE CO. OF SPOKANE, INC. UBI Number 328016600 Type of Entity (Check one box) | ^j Limited Liability Company Profit Corporation [ [ Non-profit Corporation ~S.CONTChanges to Registered Agent Information (Chock all that apply) [)(] New Registered Agent Name [x —— — Registered Office Address Change ~S.CONTNAME AND ADDRESS OF NEW WASHINGTON STATE REGISTERED AGENT C T Coiporation System Name (New Agent) ............... _ Street Address (Required) Seattle City. c/o C T Corporation System, 520 Pike Street State WA            ZIP 98101 POBoxfOpfora?/)- ZIP / consent to serve as Registered Agent In the State of Washington for the above named corporation. I understand It will be my responsibility to accept Service of Process on behalf of the corporation; to forward matt to the corporation; and to Immediately notify the Office of the Secretary of State If I resign or change the Registered Office Address. C T Corporation System Michael E. Jonts Printed Name tety- SIGNATURE (Check one box) | ___I Registered Agent (May sign If only change is to the registered office address) | ___| LLC Member or Manager            I/H Corporate Officer or Board of Directors Chairperson This document Is hereby executed under penal/ties of perjury, and Is, to the best of my knowledge, true and correct ^L Date Printed Name “tflPORTANTI This form must be filled out In its entirety and returned with the appropriate payment for filing. If you have questions about the requested information on the form please contact our customer assistance at: CUSTOMER ASSISTANCE — http://secstate.wa.gov/corps/ or 360/753-7116 (TDD -360/753-1485) WA006.02/21/2003CTSyitcm Online 01001 (10(02)

STATE OF WASHINGTON
SECRETARY OF STATE

DR PEPPER BOTTLING OF SPOKANE, INC.

C T CORPORATION SYSTEM
520 PIKE ST
SEATTLE WA 98101

AMENDMENT

I, Sam Reed, Secretary of State of the State of Washington and custodian of its seal, hereby certify that documents meeting Washington statutory requirements have been filed and processed with the Secretary of State on behalf of:

DR PEPPER BOTTLING OF SPOKANE, INC.

A Washington Profit Corporation
UBI: 328 016 600
Filing Date: February 03, 2006
Effective Date: February 03, 2006

Previous Name:

     WEINSTEIN BEVERAGE CO. OF SPOKANE, INC.

	Given under my hand and the seal of the State of Washington at Olympia, the State Capital.
	/s/ Sam Reed
	Sam Reed, Secretary of State

EX-3.80

Exhibit 3.80

PAGE 1

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF OWNERSHIP, WHICH MERGES:

     “DR PEPPER BOTTLING OF SPOKANE, INC.”, A WASHINGTON CORPORATION,

     WITH AND INTO “DR PEPPER BOTTLING COMPANY OF TEXAS” UNDER THE NAME OF “DR PEPPER BOTTLING COMPANY OF TEXAS”, A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE TWENTY-EIGHTH DAY OF MAY, A.D. 2008, AT 11:21 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF OWNERSHIP IS THE THIRTY-FIRST DAY OF MAY, A.D. 2008 AT 11:55 O’CLOCK P.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

		/s/ Harriet Smith Windsor
		Harriet Smith Windsor, Secretary of State
			AUTHENTICATION:	6623199
2176154  8100M
080620548			DATE:	05-29-08

You may verify this certificate online
at corp. delaware. gov/authver.shtml

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:21 PM 05/28/2008

FILED 11:21 PM 05/28/2008

SRV 080620548 — 2176154 FILE

CERTIFICATE OF OWNERSHIP AND MERGER

merging

DR PEPPER BOTTLING OF SPOKANE, INC.
(a Washington corporation)

with and into

DR PEPPER BOTTLING COMPANY OF TEXAS
(a Delaware corporation)

(PURSUANT TO SECTION 253 OF THE
GENERAL CORPORATION LAW OF THE STATE OF DELAWARE)

May 28, 2008

Dr Pepper Bottling Company of Texas, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY as follows:

     FIRST: That the Corporation was incorporated on October 21, 1988 pursuant to the General Corporation Law of the State of Delaware (the “DGCL”).

     SECOND: That the Corporation owns all of the issued and outstanding shares of stock of Dr Pepper Bottling of Spokane, Inc. (“Spokane”), a corporation incorporated on April 23, 1945 pursuant to the Washington Business Corporation Act.

     THIRD: That the Corporation, by the following resolutions of its Board of Directors, duly adopted at a meeting of the Board of Directors on May 20, 2008, has determined to merge Spokane with and into the Corporation pursuant to Section 253 of the DGCL and Section 23B.11.040 of the Washington Business Corporation Act:

     RESOLVED, that it is deemed advisable and in the best interest of Dr Pepper Bottling Company of Texas, a Delaware corporation (the “Corporation’’), that Dr Pepper Bottling of Spokane, Inc., a Washington corporation (“Spokane”), merge with and into the Corporation pursuant to Section 253 of the DGCL and Section 23B.11.040 of the Washington Business Corporation Act (the “Spokane Merger”); provided that the merger of Seven-Up/RC Bottling Company, Inc. with and into the Corporation is completed prior to the Spokane Merger; and further

     RESOLVED, that the effective time and date of the Spokane Merger (the “Spokane Effective Time”) shall be 11:55 p.m. Eastern Time on May 31, 2008; and further

     RESOLVED, that upon the Spokane Merger, the Corporation shall be the surviving corporation and shall continue as a corporation organized and existing

pursuant to the laws of the State of Delaware under the name “Dr Pepper Bottling Company of Texas”; and further

     RESOLVED, that following the Spokane Merger, the corporate existence of the Corporation, with all of its purposes, powers and objects, shall continue unaffected and unimpaired by the Spokane Merger, and as the surviving corporation, it shall, from and after the Spokane Merger, possess all of the rights, privileges, immunities, powers and purposes of Spokane, and all of the property (real, personal and intangible), causes of action and every other asset of Spokane shall vest in the Corporation, and the Corporation shall assume all of the obligations and liabilities of Spokane, all without further act or deed; and further

     RESOLVED, that the separate corporate existence of Spokane shall cease upon the Spokane Merger; and further

     RESOLVED, that each share of stock in the Corporation issued and outstanding immediately prior to the Spokane Merger shall not be converted or exchanged in any manner and shall continue to represent one share of the surviving corporation; and further

     RESOLVED, that at the Spokane Effective Time, each share of stock in Spokane issued and outstanding immediately prior to the Spokane Merger shall automatically, by virtue of the merger and without any action on the part of the holder thereof, be cancelled, retired, and cease to exist without payment of any consideration with respect thereto; and further

     RESOLVED, that, from and after the Spokane Merger, the Certificate of Incorporation and the By-Laws of the Corporation, as in effect immediately prior to the Spokane Merger, shall be those of the surviving corporation; and further

     RESOLVED, that the members of the Board of Directors and the officers of the Corporation immediately prior to the Spokane Merger shall be the members of the Board of Directors and the officers, respectively, of the surviving corporation until successors are appointed in accordance with applicable law and the Certificate of Incorporation and the By-Laws of the surviving corporation; and further

     RESOLVED, that for U.S. Federal income tax purposes, the Spokane Merger is intended to qualify as a tax-free liquidation under Section 332 of the Internal Revenue Code of 1986, as amended (the “Code”) and can qualify as a tax-free reorganization under Section 368 of the Code; and further

     RESOLVED, that the Plan of Merger to be entered into by the Corporation with respect to the Spokane Merger, attached hereto as Exhibit A (the “Plan of Merger”), and the transactions contemplated thereby, be, and hereby are, approved and adopted in all respects; and further

2

     RESOLVED, that each officer of the Corporation be, and each of them hereby is, authorized, empowered and directed to execute, acknowledge, file and report, in the name and on behalf of the Corporation, the Plan of Merger, the Certificate of Ownership and Merger and the Articles of Merger and those other agreements, instruments and documents as may be contemplated thereby and any amendments or supplements thereto, in such form and with any such changes, additions or deletions as any such officer shall determine to be advisable and in the best interests of the Corporation, which determination shall be conclusively evidenced by such officer’s execution and delivery thereof; and further

     RESOLVED, that each officer of the Corporation be, and each of them hereby is, authorized, empowered and directed to execute and deliver in the name and on behalf of the Corporation, any agreements, instruments and documents and to do and perform all such acts and things as in their judgment, or in the judgment of any one of them, shall be deemed necessary or advisable in order to carry out, comply with, and effectuate the intent and purposes of the foregoing resolutions and any or all of the transactions contemplated therein or thereby, the authority thereof to be conclusively evidenced by the execution and delivery of such agreements, instruments and documents or the taking of such action; and further

     RESOLVED, that all acts and deeds heretofore done by any director or officer of the Corporation for and on behalf of the Corporation in entering into, executing, acknowledging or attesting any arrangements, agreements, instruments or documents, or in carrying out the terms and intention of the foregoing resolutions, are hereby adopted, ratified, approved and confirmed in all respects.

     FOURTH: The Corporation shall be the surviving corporation of the merger of Spokane with and into the Corporation under the name “Dr Pepper Bottling Company of Texas”.

     FIFTH: The merger of Spokane with and into the Corporation shall be effective as of 11:55 p.m. Eastern Time on May 31, 2008.

[Signature page follows.]

3

     IN WITNESS WHEREOF, the Corporation has caused this Certificate of Ownership and Merger to be executed by its duly authorized officer as of the date first written above.

DR PEPPER BOTTLING COMPANY OF TEXAS
By:	/s/ William M. Nelson
	Name:	William M. Nelson
	Title:	Senior Vice President & Secretary

[Signature Page to Certificate of Ownership and Merger]

Exhibit A

Plan of Merger

[See attached.]

PLAN OF MERGER

merging

DR PEPPER BOTTLING OF SPOKANE, INC.
(a Washington corporation)

with and into

DR PEPPER BOTTLING COMPANY OF TEXAS
(a Delaware corporation)

     This PLAN OF MERGER (this “Plan”) is dated as of May 28, 2008 in respect of the merger of Dr Pepper Bottling of Spokane, Inc., a corporation organized and existing under the laws of Washington (the “Subsidiary”), with and into Dr Pepper Bottling Company of Texas, a corporation organized and existing under the laws of Delaware (the “Corporation”).

     WHEREAS, the Corporation owns all of the issued and outstanding shares of stock of the Subsidiary; and

     WHEREAS, the Corporation desires that the Subsidiary merge with and into the Corporation upon the terms and conditions set forth herein (the “Merger”).

     NOW, THEREFORE, the Merger shall be effected in substantially the following manner:

     1. At the Effective Time (as defined in Section 8 hereof), pursuant to the provisions of the Washington Business Corporation Act (the “WBCA”) and the General Corporation Law of the State of Delaware (the “DGCL”), the Subsidiary shall merge with and into the Corporation, which shall be the surviving corporation and shall continue as a corporation organized and existing pursuant to the laws of the State of Delaware under the name “Dr Pepper Bottling Company of Texas”.

     2. Following the Merger, the corporate existence of the Corporation, with all of its purposes, powers and objects, shall continue unaffected and unimpaired by the Merger, and as the surviving corporation, it shall, from and after the Merger, possess all of the rights, privileges, immunities, powers and purposes of the Subsidiary, and all of the property (real, personal and intangible), causes of action and every other asset of the Subsidiary shall vest in the Corporation, and the Corporation shall assume all of the obligations and liabilities of the Subsidiary, all without further act or deed.

     3. The separate existence of the Subsidiary shall cease upon the Merger.

     4. At the Effective Time, each share of stock in the Corporation issued and outstanding immediately prior to the Merger shall not be converted or exchanged in any manner and shall continue to represent one share of the surviving corporation.

     5. At the Effective Time, each share of stock in the Subsidiary issued and outstanding immediately prior to the Merger shall automatically, by virtue of the merger and without any action on the part of the holder thereof, be cancelled, retired and cease to exist without payment of any consideration with respect thereto.

     6. From and after the Merger, the Certificate of Incorporation and the By-Laws of the Corporation, as in effect immediately prior to the Merger, shall be those of the surviving corporation.

     7. The members of the Board of Directors and the officers of the Corporation immediately prior to the Merger shall be the members of the Board of Directors and the officers, respectively, of the surviving corporation until successors are appointed in accordance with applicable law and the Certificate of Incorporation and the By-Laws of the surviving corporation.

     8. The Merger shall be effective as of 11:55 p.m. Eastern Time on May 31, 2008 (the “Effective Time”.

     9. For U.S. Federal income tax purposes, the Merger is intended to qualify as a tax-free liquidation under Section 332 of the Internal Revenue Code of 1986, as amended (the “Code”) and can qualify as a tax-free reorganization under Section 368 of the Code; and further

     10. The Corporation will cause to be executed, acknowledged, filed and reported, the Certificate of Ownership and Merger and the Articles of Merger and those other agreements, instruments and documents as may be contemplated therein and any amendments or supplements thereto, in such form and with any such changes, additions or deletions as any officer of the Corporation shall determine to be advisable and in the best interests of the Corporation, which determination shall be conclusively evidenced by such officer’s execution and delivery thereof.

     11. Anything herein or elsewhere to the contrary notwithstanding, the Merger may be terminated and abandoned by the Board of Directors of the Corporation at any time prior to the filing of the Certificate of Ownership and Merger with the Secretary of State of the State of Delaware or the filing of the Articles of Merger with the Secretary of State of the State of Washington.

[Signature page follows.]

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     IN WITNESS WHEREOF, the Corporation has caused this Plan to be executed by its duly authorized officer as of the date first written above.

DR PEPPER BOTTLING COMPANY OF TEXAS
By:	/s/ James L. Baldwin
	Name:	James L. Baldwin
	Title:	Executive Vice President

(Signature Page to Plan of Merger)

EX-3.81

Exhibit 3.81

PAGE 1

State of Delaware

Office of the Secretary of State

     I, WILLIAM T. QUILLEN, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “DR PEPPER COMPANY” FILED IN THIS OFFICE ON THE TWENTY THIRD DAY OF APRIL, A.D. 1993, at 9 O’ CLOCK A.M.

     A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO NEW CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.

		/s/ William T. Quillen
		William T. Quillen, Secretary of State
			AUTHENTICATION:	*3870928
733113002			DATE:	04/23/1993

CERTIFICATE OF INCORPORATION

OF

DR PEPPER COMPANY

* * * * *

     1. The name of the corporation is:

DR PEPPER COMPANY

     2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

     3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

     4. The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1,000)

and the par value of each of such shares is One Dollar ($1.00) amounting in the aggregate to One Thousand Dollars ($1,000.00)

     5. The board of directors is authorized to make, alter or repeal the by-laws of the corporation. Election of directors need not be by written ballot.

     6. The name and mailing address of the incorporator is:

T. L. Ford
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801

     I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 23rd day of April, 1993.

T. L. Ford          
T. L. Ford
 

     Received for Record

          Paulette Sullivan-Moore, Recorder.

STATE OF DELAWARE	:
	: SS. :
NEW CASTLE COUNTY	:

     Recorded in the Recorder’s Office at Wilmington, Vol.      Page      &c., the      day of         , A. D. 1993.

     Witness my hand and official seal.

Paulette Sullivan-Moore

Recorder.

STATEMENT

OF

SOLE INCORPORATOR

OF

DR PEPPER COMPANY

* * * * *

     The certificate of incorporation of this corporation having been filed in the office of the Secretary of State, the undersigned, being the sole incorporator named in said certificate, does hereby state that the following actions were taken on this day for the purpose of organizing this corporation:

     1. The following person was elected as a director to hold office until the first annual meeting of stockholders or until his successor is elected and qualified:

Nelson A. Bangs

     2. That the sole director was authorized to make and adopt the by-laws of the corporation and, in his discretion, to issue the shares of the capital stock of this corporation to the full amount or number of shares authorized by the certificate of incorporation, in such amounts and for such considerations as from

time to time shall be determined by the board and as may be permitted by law.

Dated, April 23rd, 1993.

T. L. Ford  

T. L. Ford 

EX-3.82

Exhibit 3.82

ARTICLES OF INCORPORATION

OF

DR PEPPER BEVERAGE SALES COMPANY

     The undersigned, a natural person of the age of eighteen (18) years or more, acting as incorporator of a corporation under the Texas Business Corporation Act, does hereby adopt the following Articles of Incorporation for such corporation.

ARTICLE ONE

     The name of the corporation (hereinafter called the “Corporation”) is DR PEPPER BEVERAGE SALES COMPANY.

ARTICLE TWO

     The period of duration is perpetual.

ARTICLE THREE

     The purpose for which the Corporation is organized is: The transaction of any or all lawful business for which corporations may be incorporated under the Texas Business Corporation Act.

ARTICLE FOUR

     The enumeration herein of any specific powers shall not be held to limit or restrict in any manner the exercise by the Corporation of the general powers conferred upon corporations by the laws of the State of Texas.

ARTICLE FIVE

     The aggregate’ number of shares which the Corporation shall have authority to issue is One Thousand (1,000). All of such shares shall be of the par value of-One Dollar ($1.00) per share, shall be of the same class and shall be designated as “Common Stock”.

ARTICLE SIX

     No holder of any shares of any class of stock of the Corporation shall, as such holder, have any preemptive or preferential right to receive, purchase or subscribe to (a) any unissued or treasury shares of any class of stock (whether now or hereafter authorized) of the Corporation, (b) any obligations, evidences of indebtedness or other securities of the Corporation convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase or subscribe to, any such unissued or treasury shares, (c) any right of subscription to or to receive, any warrant or option for the purchase of, any thereof, or (d) any other securities that may be issued or sold by the Corporation, other than such (if any) as the Board of Directors of the Corporation, in its sole and absolute discretion, may determine from time to time.

ARTICLE SEVEN

     Cumulative voting for the election of directors shall not be permitted.

ARTICLE EIGHT

     The Corporation will not commence business until it has

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received for the issuance of its shares consideration of the value of One Thousand Dollars ($1,000) consisting of money, labor done or property actually received.

ARTICLE NINE

     No contract or other transaction between the Corporation and any other corporation shall be affected or invalidated by the fact that any one or more of the directors of the Corporation is or are interested in, or is a director or officer, or are directors or officers, of, such other corporation, and any director or directors, individually or jointly, may be a party or parties to or may be interested in any contract or transaction of the Corporation or in which the Corporation is interested; and no contract, act or transaction of the Corporation with any person or persons, firm or association, shall be affected or invalidated by the fact that any director or directors of the Corporation is a party, or are parties, to, or interested in, such contract, act or transaction, or in any way connected with such person or persons, firm or association, and each and every person who may become a director of the Corporation is hereby relieved from any liability that might otherwise exist from contracting with the Corporation for the benefit of himself or any firm or corporation in which he may be in anyway interested; provided, that the fact of such interest shall have been disclosed to or shall be known by the other directors or the stockholders of the Corporation, as the case may be, acting upon or with reference to such act, contract or transaction. The foregoing shall be so

-3-

even though the presence at a meeting or vote or votes of such interested director or directors might have been necessary to obligate the Corporation upon any such act, contract or transaction.

ARTICLE TEN

     Any person made a party to any civil or criminal action, suit or proceeding by reason of the fact that he, his testator or intestate, is or was a director, officer, employee or agent of the Corporation or of any corporation which he served as such at the request of the Corporation, may be indemnified by the Corporation against the reasonable expenses, including, without limitation, attorneys’ fees and amounts paid in satisfaction of judgment or in settlement, other than amounts paid to the Corporation by him, actually and necessarily incurred by or imposed upon him in connection with or resulting from any appeal therein, except in relation to matters as to which it shall be adjudged in such civil or criminal action, suit or proceeding that such officer, director, employee or agent is liable for negligence or misconduct in the performance of his duties to the Corporation. In the case of a criminal action, suit or proceeding, a conviction (whether based on a plea of guilty or nolo contendere or its equivalent, or after trial) shall not of itself be deemed an adjudication that such officer, director, employee or agent is liable for negligence or misconduct in the performance of his duties to the Corporation. Any amount payable pursuant to this Article may be determined and paid, at the option of the person to be indemnified, pursuant to procedure set forth from

-4-

to time in the Bylaws or by any of the following procedures: (a) order of the court having jurisidiction of any such civil or criminal action, suit or proceeding, (b) resolution adopted by a majority of a quorum of the Board of Directors of the Corporation without counting in such majority, or quorum any directors who were parties to such action, suit or proceeding, (c) resolution adopted by the holders of record of a majority of the outstanding shares of capital stock of the Corporation having voting power, or (d) order of any court having jurisidiction over the Corporation. Such right of indemnification shall not be exclusive of any other right which such officers, directors, employees or agents of the Corporation, and the other persons above mentioned, may have or hereafter acquire and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaws, agreement, vote of stockholders, provisions of law or otherwise, as well as their rights under this Article.

ARTICLE ELEVEN

     The Corporation shall have the power to purchase, directly or indirectly, its own shares to the extent of the aggregate of unrestricted capital surplus available therefor and unrestricted reduction surplus available therefor, without submitting such purchase to a vote of shareholders.

ARTICLE TWELVE

     Notwithstanding any provisions of the Texas Business

-5-

Corporation Act now or hereafter in force requiring for any purpose, the affirmative vote of two-thirds, or any other percentage, of the outstanding shares entitled by law to vote thereon or of the outstanding shares of a class or series entitled by law to vote thereon, such action may, to the extent permitted by law, be authorized and taken by the affirmative vote of the holders of a majority of such outstanding shares, or such outstanding shares of a class or series, as applicable. Except as provided in the preceding sentence or as otherwise required by law, the vote of the holders of a majority of the shares entitled to vote and represented in person or by proxy at any shareholders’ meeting at which a quorum is present shall be the act of the shareholders’ meeting.

ARTICLE THIRTEEN

     The post office address of its initial registered office is P. O. Box 5086, Dallas, Texas 75222, the street address of such office is 5523 East Mockingbird Lane, Dallas, Texas 75206, and the name of its initial registered agent at such address is Alvin H. Lane, Jr.

ARTICLE FOURTEEN

     The number of directors constituting the initial Board of Directors is five (5), and the names and addresses of the persons who are to serve as directors until the first annual meeting of the shareholders or until their successors are elected and qualified are:

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Name	Address
W. W. Clements	5523 E. Mockingbird Lane
	Dallas, Texas 75206
F. F. Avery	5523 E. Mockingbird Lane
	Dallas, Texas 75206
Joe K. Hughes	5523 E. Mockingbird Lane
	Dallas, Texas 75206
Alvin H. Lane, Jr.	5523 E. Mockingbird Lane
	Dallas, Texas 75206
R. L. Stone	5523 E. Mockingbird Lane
	Dallas, Texas 75206

ARTICLE FIFTEEN

     The name and address of the incorporator is:

Name	Address
J. Scott Chase	5523 E. Mockingbird Lane
	Dallas, Texas 75206

IN WITNESS WHEREOF, I have hereunto set my hand this 17th day of May, 1977.

/s/ J. Scott Chase  

J. Scott Chase 

-7-

THE STATE OF TEXAS	)
	)
COUNTY OF DALLAS	)

     I, Kaye L. Aggson, a Notary Public, do hereby certify that on this 17th day of May, 1977, personally appeared J. SCOTT CHASE, who being by me duly sworn, declared that he is the person who signed the foregoing document as incorporator, and that the statements contained therein are true.

/s/ Kaye L. Aggson  

Notary Public in and for 

Dallas County, Texas 

My Commission Expires:
8-24-78

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EX-3.83

Exhibit 3.83

The State of Texas

Secretary of State
JUNE 7, 1993

	RECEIVED
	JUN 14 1993
DORIS L. BUSTOS	DORIS BUSTOS
BOX 655086
DALLAS           ,TX 75265

RE:
DR PEPPER/SEVEN-UP BEVERAGE SALES COMPANY
CHARTER NUMBER 00406052-00

IT HAS BEEN OUR PLEASURE TO APPROVE AND PLACE ON RECORD YOUR ARTICLES OF AMENDMENT. A COPY OF THE INSTRUMENT FILED IN THIS OFFICE IS ATTACHED FOR YOUR RECORDS.

THIS LETTER WILL ACKNOWLEDGE PAYMENT OF THE FILING FEE.

IF WE CAN BE OF FURTHER SERVICE AT ANY TIME, PLEASE LET US KNOW.

VERY TRULY YOURS,

	/s/ John Hannah Jr.
	Secretary of State

The State of Texas

Secretary of State

CERTIFICATE OF AMENDMENT

FOR

DR PEPPER/SEVEN-UP BEVERAGE SALES COMPANY

FORMERLY

DR PEPPER BEVERAGE SALES COMPANY
CHARTER NUMBER 00406052

     THE UNDERSIGNED, AS SECRETARY OF STATE OF THE STATE OF TEXAS, HEREBY CERTIFIES THAT THE ATTACHED ARTICLES OF AMENDMENT FOR THE ABOVE NAMED ENTITY HAVE BEEN RECEIVED IN THIS OFFICE AND ARE FOUND TO CONFORM TO LAW.

     ACCORDINGLY THE UNDERSIGNED, AS SECRETARY OF STATE, AND BY VIRTUE OF THE AUTHORITY VESTED IN THE SECRETARY BY LAW, HEREBY ISSUES THIS CERTIFICATE OF AMENDMENT.

DATED MAY 28, 1993

EFFECTIVE MAY 28, 1993

	/s/ John Hannah Jr.
	Secretary of State

	FILED
	In the Office of the
ARTICLES OF AMENDMENT OF	Secretary of State of Texas
CERTIFICATE OF INCORPORATION OF
DR PEPPER BEVERAGE SALES COMPANY	MAY 28 1993
	Corporations Section

Pursuant to Section 4.01 of the Texas Business Corporation act Dr Pepper Beverage Sales Company, a corporation organized and existing under and by virtue of the Texas Business Corporation Act (the “Company”), and has a capitalization consisting of 1,000 shares of Common Stock, all of which are issued and outstanding and are held of record and beneficially by Dr Pepper/Seven-Up Corporation, which are the only shares entited to vote, does hereby certify:

     FIRST: That ARTICLE ONE of the Articles of Incorporation of the Company be, and hereby is amended to read in its entirety as follows:

ARTICLE ONE

     The name of the corporation (hereinafter called the “Corporation”) is DR PEPPER/SEVEN-UP BEVERAGE SALES COMPANY.

     SECOND: That the above-referenced amendment to the Articles of Incorporation of the Company was duly adopted and approved by the Board of Directors of the Company in accordance with the provisions of Section 4.02 of the Texas Business Corporation Act.

     THIRD: That the above-referenced amendment to the Articles of Incorporation of the Company was duly adopted and approved by the Sole Shareholder of the Company, who voted all 1,000 shares in favor of the amendment, in accordance with the provisions of Section 4.02 of the Texas Business Corporation Act.

     IN WITNESS WHEREOF, the Company has caused this Certificate to be signed by its Vice President and attested by its Assistant Secretary this 20th day of January, 1993.

DR PEPPER BEVERAGE SALES COMPANY
By:	/s/ Nelson A. Bangs
	Nelson A. Bangs, Vice President,
	General Counsel and Secretary

ATTEST:

By:	/s/ Kim Yee Kim Yee, Assistant Vice President/
	Assistant secretary

The State of Texas
Secretary of State
AUG. 8, 1991

DR. PEPPER COMPANY, DORIS L. BUSTOS
P.O. BOX 655086
DALLAS     ,TX 75265-5086

RE:
DR PEPPER BEVERAGE SALES COMPANY
CHARTER NUMBER 00406052-00

IT HAS BEEN OUR PLEASURE TO APPROVE AND PLACE ON RECORD YOUR CHANGE OF REGISTERED AGENT OR REGISTERED OFFICE, OR BOTH. THE APPROPRIATE EVIDENCE IS ATTACHED FOR YOUR FILES, AND THE ORIGINAL HAS BEEN FILED IN THIS OFFICE.

PAYMENT OF THE FILING FEE IS ACKNOWLEDGED BY THIS LETTER.

IF WE CAN BE OF FURTHER SERVICE AT ANY TIME, PLEASE LET US KNOW.

VERY TRULY YOURS,

	/s/ John Hannah Jr.
	Secretary of State

STATEMENT OF CHANGE OF REGISTERED OFFICE
OR REGISTERED AGENT OR BOTH
BY A PROFIT CORPORATION

1.	The name of the corporation is Dr Pepper Beverage Sales Company
		.
2.	The address, including street and number, of its present registered office as shown in the records of the Secretary of State of Texas before filing this statement is                     5523 E. Mockingbird Lane, Dallas, TX 75206.
3.	The address, including street and number, to which its registered office is to be changed is 8144 Walnut Hill Lane Dallas, TX 75231. (Give new address or state “no change”)
4.	The name of its present registered agent, as shown in the records of the Secretary of State of the State of Texas, before filing this statement is ALVIN H. LANE, JR..
5.	The name of its new registered agent is Nelson A. Bangs, Vice President and Secretary. (Give new name or state “no change”)
6.	The address of its registered office and the address of the office of its registered agent, as changed, will be identical.
7.	Such change was authorized by: (Check One)

o A. The Board of Directors.

þ B. An officer of the corporation so authorized by the Board of Directors.

/s/ Kim Yee  

An Authorized Direct Kim Yee 

Assistant Vice President/Asst. Sec. 

STATEMENT OF CHANGE OF REGISTERED

OFFICE OR REGISTERED AGENT, OR BOTH,

BY A TEXAS DOMESTIC CORPORATION

1.	The name of the corporation is DR PEPPER BEVERAGE SALES COMPANY
2.	The address, including street and number, of its present registered office as shown in the records of the Secretary of State of the State of Texas prior to filing this statement is P.O. Box 5086 Dallas, Texas 75222
3.	The address, including street and number, to which its registered office is to be changed is 5523 E. Mockingbird, Dallas, Texas 75206 (Give new address or state “no change”)
4.	The name of its present registered agent, as shown in the records of the Secretary of State of the State of Texas, prior to filing this statement is Alvin H. Lane, JR.
5.	The name of its new registered agent is No Change (Give new name or state “no change”)
6.	The address of its registered office and the address of the business office of its registered agent, as changed, will be identical.
7.	Such change was authorized by its board of directors.

/s/ Alvin H. Lane, Jr.  

Alvin H. Lane, Jr. Vice President 

Sworn to      8/10/81     
                 (date)

/s/ Cala Thomas  

Notary Public
Cala Thomas

Dallas County, Texas 

INSTRUCTIONS:

Submit two (2) copies one with genuine signatures and notary seal. Filing Fee for a business (for Profit) corporation is $10.00. Filing Fee for a non-profit corporation is $5.00.

EX-3.84

Exhibit 3.84

Certificate of Assistant Secretary

     I, Wayne R. Lewis, in my capacity as Assistant Secretary of Dr Pepper/Seven Up Beverage Sales Company, a Texas corporation (the “Corporation”), am delivering this Certificate of Assistant Secretary to certify that the Corporation was formerly known as Dr Pepper Beverage Sales Company (the “Former Name”) and the Bylaws attached hereto in the Former Name continue to be the Bylaws of the Corporation.

     IN WITNESS WHEREOF, I have set my hand to this Certificate as of the 18^th day of November, 2008.

DR PEPPER/SEVEN UP BEVERAGE SALES COMPANY a Texas corporation
By:	/s/ Wayne R. Lewis
	Wayne R. Lewis
	Assistant Secretary

State of Texas	§
	§
County of Collin	§

     This instrument was acknowledged before me on this 18^th day of November 2008, by Wayne R. Lewis, Assistant Secretary of Dr Pepper/Seven Up Beverage Sales Company, a Texas corporation, on behalf of said corporation.

/s/ Janet L. Barrett  

Janet L. Barrett 

Notary Public in and for the State of Texas 

BYLAWS

OF

DR PEPPER BEVERAGE SALES COMPANY

ARTICLE I

STOCK

     1.01 — Certificates. All certificates of stock shall be in a form approved by the Board of Directors; shall be numbered and issued in an appropriate manner prescribed by the Secretary; shall be signed by the President or any Vice President and by the Secretary or an Assistant Secretary; and be sealed with the corporate seal. The signatures of the President or any Vice President and the Secretary or an Assistant Secretary may be facsimile signatures if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the Company itself or an employee of the company. The seal may be affixed by actual impression or in facsimile form. A record of each certificate issued shall be kept in the stock books of the company.

     1.02 — Transfers. Transfers of stock shall be made only upon the books of the company. Before a new certificate is issued, the old certificate, properly endorsed, shall be surrendered. Surrendered certificates shall be cancelled and shall be preserved in such manner and for such period of time as the Secretary, with the approval of the Board of Directors, may prescribe.

     1.03 — Record Dates. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders. Such date shall not be more than fifty days, and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If no record date is fixed for the determination of shareholders entitled to Notice of or to Vote at a Meeting of Shareholders, then the 40th day prior to (but not including) the date set there for shall be the Record Date for such determination of shareholders. The record date for the determination of the shareholder entitled to receive payment of any dividend shall be fixed in the resolution

-1-

declaring such dividend. When a determination of shareholders entitled to notice of or to vote at any meeting of shareholders has been made as provided herein, such determination shall apply to any adjournment thereof.

      1.04 — Treasury Stock. The treasury stock of the company shall include such issued stock of the company as may be acquired by purchase, donation or otherwise, and shall be held subject to disposal by the Board of Directors. Such stock shall neither vote nor participate in dividends while held by the company.

     1.05 — Lost Certificates. If any stock certificates issued by this company shall be represented to have been lost, stolen or destroyed, any duly appointed transfer agent may, upon request, issue a new certificate in lieu thereof, upon being provided with (a) surety bond in such form and with such surety as shall be satisfactory to such transfer agent and this company, such bond to be without limit as to the amount of liability and payable to this company and to each and every duly appointed transfer agent and registrar of the company; and (b) written authorization, from the Secretary of the Company or such other officer as may be designated by the Board of Directors, for the issuance of the new certificate. Such written authorization shall be provided in conformity with procedures therefor approved by the Board of Directors.

ARTICLE II

SHAREHOLDERS

     2.01 — Annual Meetings. The annual meeting of the shareholders of the company shall be held in the principal office of the company in Dallas, Texas, at 9:00 A.M. on the Second Tuesday of March each year, if not a legal holiday, but if a legal holiday then on the next succeeding business day, for the purpose of electing directors and transacting such other business as may properly be brought before the meeting.

     2.02 — Special Meetings. Special meetings of the shareholders may be called by the Chairman of the Board, or, in his absence, by the President or a Vice President; or by the Board of Directors; or by the holders of not less than one-tenth of all the shares entitled to vote at the meeting; and shall be held at such time and place as may be designated in the call for the meeting.

     2.03 — Notice of Meetings. Written or printed notice stating the place, day and hour of a shareholders’ meeting and, in the

-2-

case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten or more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting, except that if the capital stock is to be increased, at least thirty days’ notice shall be given. If notice is mailed, it shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the stock transfer books of the company, with postage thereon prepaid.

     2.04 — Quorum. A majority of the shares entitled to vote, represented in person or by written proxy, shall constitute a quorum at a meeting of shareholders. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders, unless the vote of a greater number is required by statute or by the Articles of Incorporation. If a quorum is not present, a majority of those present may adjourn the meeting from day to day, or to a day certain, but no one adjournment to be for more than thirty days.

     2.05 — Voting of Shares. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. At each election for directors every shareholder shall have the right to vote the number of shares owned by him for as many persons as there are directors to be elected. Cumulative voting shall not be permitted. A shareholder may vote either in person or by written proxy, but no proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. Voting for the election of directors shall be by written ballot unless a majority of the shares represented at the meeting be voted in favor of some other method of voting. Voting on other matters need not be by ballot unless such is requested by not less than one-fourth an interest of the shareholders represented and entitled to vote at the meeting.

ARTICLE III

DIRECTORS

     3.01 — Number. The business and property of the company shall be managed by a Board of Directors of not less than three nor more than fifteen members. The Board of Directors may amend the Bylaws to provide for an increase in the number of directors but any such directorship will be filled by election at an annual

-3-

meeting or special meeting of shareholders called for that purpose. The number of directors may be decreased within such limits only by the shareholders at an annual meeting or special meeting. Any such increase or decrease shall have the force and effect of a bylaw. Directors shall be elected annually by the shareholders for the term of one year and until their successors have been elected and qualified. Any vacancies in the Board may be filled by the remaining directors for the unexpired term or terms. None of the directors need be shareholders of the Company.

     3.02 — Regular Meetings. Regular quarterly meetings of the Board of Directors may be held in the principal office of the company in Dallas, Texas or at such other place as shall be specified in the notice of the meeting, at 9:00 A.M. on the fourth Thursday of each month, if not a legal holiday, otherwise on the next succeeding business day, and a regular meeting of the Board of Directors may be held immediately after the annual meeting of the shareholders, at the principal office of the company.

     3.03 — Special_Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board or, in case of his absence or disability, by the President or, in the case of absence or disability of both the Chairman and the President, by any Vice President or by any two directors, and shall be held at such time and place as is specified in the call for the meeting. Special meetings may also be held at any time and place without notice and for the transaction of any business by unanimous written consent of all of the directors then in office.

     3.04 — Notice of Meetings. Notices of both regular and special meetings of the Board of Directors shall be mailed to each member of the Board not less than five days before any such meeting. It shall not be necessary to state the business to be transacted at, or the purpose of, any regular or special meeting in the notice thereof. No notice need be given of any adjourned meeting.

     3.05 — Action Without Meeting. Any action required or permitted to be taken at a meeting of the directors or at a meeting of the executive committee, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.

     3.06 — Executive Committee. The Board of Directors may by resolution adopted by a majority thereof, appoint from its own membership an Executive Committee of three members. The Board in like manner may also appoint from its own membership, two alternate members who shall serve on the Executive Committee,

-4-

in order of their appointment, in the absence of one or more of the regular members. The Executive Committee shall be vested with and may exercise all the powers of the Board of Directors not otherwise prohibited by statute, when the Board is not in session, and when at lease two members, of the Executive Committee are present, including alternate members when they are serving in the absence of regular members.

     The Executive Committee may meet without notice at such stated times and places as the Board of Directors may fix and shall meet on call by the Chairman or the President of the company or any two regular members of the Committee, upon three days’ written notice to all members of the Committee, including alternate member. The call for any special meeting of the Executive Committee need not state the intended purposes thereof.

ARTICLE IV

OFFICERS

     4.01 — Required Officers. The officers of the company shall be a chairman, a president, one or more vice presidents, a secretary, a treasurer and a controller. Neither the chairman nor the president may also be the secretary and the offices of treasurer and controller may not be held by the same person.

     4.02 — Election or Appointment. The Board of Directors, at each organization meeting, shall elect or appoint the officers of the company to hold office for the ensuing year.

     4.03 — Additional Officers. The Board of Directors may, from time to time as it deems necessary, elect or appoint other officers to hold office until the next organization meeting of the Board.

     4.04 — Salaries. The salaries of all officers and agents of the company shall be fixed by the Board of Directors.

     4.05 — Term and Removal. The officers of the company shall hold office until their successors are chosen and qualified in their stead. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the whole Board of Directors, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

-5-

POWERS AND DUTIES OF THE OFFICERS

     4.06 — The Chairman. The chairman shall be the chief executive officer of the company and shall preside at all meetings of the shareholders, the Board of Directors and the Executive Committee. He shall, under the direction of the Board, exercise the powers and perform the duties usually vested in the chief executive officer of a company, and shall see that all orders and resolutions of the Board of Directors are carried into effect.

     4.07 — The President. The president shall be the chief operating officer of the company and shall exercise such other powers and perform such other duties as may be prescribed by the Board of Directors. In the absence or disability of the chairman, the president shall exercise the powers and perform the duties of the chief executive officer of the company.

     4.08 — Vice Presidents. The vice presidents shall exercise such powers and perform such duties as may be prescribed by the Board of Directors or the chairman or the president.

     4.09 — The Secretary. The secretary shall attend all sessions of the Board and all meetings of the shareholders and shall cause to be recorded all votes and the minutes of all proceedings in a book to be kept for that purpose. He shall give, or cause to be given, notice of all meetings of the shareholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors. He shall have custody of the seal of the company.

     4.10 — The Treasurer. The treasurer shall be the financial officer of the company. He shall have custody of the company’s funds and securities, and subject to such limitations as the Board of Directors may from time to time prescribe, he shall have such powers and duties as generally pertain to the office of treasurer. He shall give bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors may from time to time prescribe.

     4.11 — Vacancies. If the office of any officer or agent becomes vacant by reason of death, resignation, retirement, disqualification, removal from office, or for any cause, the Board of Directors may choose a successor or successors who shall hold office for the unexpired term in respect of which such vacancy occurred and until his successor shall be duly elected or appointed and qualified.

     4.12 — Delegation of Duties. In case of the absence of any

-6-

officer of the company, or for any other reason that the Board may deem sufficient, the Board of Directors may delegate, for the time being, the powers or duties or any portion thereof, of such officer to any other officer or to any director; provided a majority of the entire Board concurs in such delegation.

ARTICLE V

GENERAL PROVISIONS

     5.01 — Dividends. Dividends shall be declared only from surplus profits at such times as the Board of Directors shall direct, and no dividends shall be declared that will impair the capital of the company.

     5.02 — Deposit and Withdrawal of Money. The moneys of the company shall be deposited in the name of the company in such banks or trust companies as the President and Treasurer shall designate. Such moneys shall be drawn out only by checks signed by such officers or employees as shall be designated by resolution of the Board of Directors or of the Executive Committee; provided the Board of Directors or the Executive Committee may authorize the President or the Treasurer or both of them, to revoke authority to sign as to any person previously so authorized and to designate additional signers. In the event of such revocation or designation by either the President or the Treasurer, or both of them, such action shall be duly reported at the next meeting of the Board of Directors thereafter occurring.

      5.03 — Employment of Others Than Officers. All employees and agents of the company (other than officers) shall be employed on a month-to-month or shorter basis unless a longer term is expressly authorized by the Board of Directors or the Executive Committee, provided that all terms of employment, on whatever basis, shall be subject at all times to termination for cause.

      5.04 — Indemnification of Directors or Officers. Any person made a party to any civil or criminal action, suit or proceeding by reason of the fact that he, his testator or intestate, is or was a director, officer, employee or agent of the company or of any corporation which he served as such at the request of the company, may be indemnified by the company against the reasonable expenses, including, without limitation, attorneys’ fees and amounts paid in satisfaction of judgment or in settlement, other than amounts paid to the company by him, actually and necessarily incurred by or imposed upon him in connection with, or resulting from the defense of, such civil or criminal action, suit or proceeding, or in connection with or resulting from any appeal therein, except in relation to matters as to which it shall be

-7-

adjudged in such civil or criminal action, suit or proceeding that such officer, director, employee or agent is liable for negligence or misconduct in the performance of his duties to the company. In the case of a criminal action, suit or proceeding, a conviction (whether based on a plea of guilty or nolo contendere or its equivalent, or after trial) shall not of itself be deemed an adjudication that such officer, director, employee or agent is liable for negligence or misconduct in the performance of his duties to the company. Any amount payable pursuant to this Article may be determined and paid, at the option of the person to be indemnified, pursuant to procedure set forth from time to time in the Bylaws or by any of the following procedures: (a) order of the court having jurisdiction of any such civil or criminal action, suit or proceeding, (b) resolution adopted by a majority of a quorum of the Board of Directors of the company without counting in such majority or quorum any directors who were parties to such action, suit or proceeding, (c) resolution adopted by the holders of record of a majority of the outstanding shares of capital stock of the company having voting power, or (d) order of any court having jurisdiction over the company. Such right of indemnification shall not be exclusive of any other right which such officers, directors, employees or agents of the company, and the other persons above mentioned, may have or hereafter acquire and, without limiting the generality of such statement, they shall be entitled to their respective right of indemnification under any bylaw, agreement, vote of stockholders, provision of law or otherwise, as well as their rights under this Article.

ARTICLE VI

SEAL

     6.01 — Form of Seal. The corporate seal of the company shall consist of the name of the company in the form of a circle with the word “Seal” in the center.

ARTICLE VII

WAIVER OF NOTICE

     7.01 — Waiver of Notice. Whenever any notice is required to be given by any statute or the Bylaws of the company, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before, at or after the time stated therein shall be deemed equivalent thereto.

-8-

ARTICLE VIII

AMENDMENTS

     8.01 — Amendments or Change of Bylaws. These Bylaws may be amended, repealed, added to, or altered, in whole or in part, by a majority vote of the Board of Directors at any regular meeting or at any special meeting where such action was announced in the call and notice of such meeting.

-9-

EX-3.85

Exhibit 3.85

PAGE 1

State of Delaware

Office of the Secretary of State

     I, WILLIAM T. QUILLEN, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “WACO MANUFACTURING COMPANY” FILED IN THIS OFFICE ON THE THIRD DAY OF DECEMBER, A.D. 1993, AT 3 O’ CLOCK P.M.

     A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO NEW CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.

		/s/ William T. Quillen
		William T. Quillen, Secretary of State
		AUTHENTICATION:	*4174134
733337029		DATE:	12/03/1993

CERTIFICATE OF INCORPORATION

OF

WACO MANUFACTURING COMPANY

* * * * *

          1. The name of the corporation is:

          WACO MANUFACTURING COMPANY

          2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

          3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

          4. The total number of shares of stock which the

corporation shall have authority to issue is One Thousand (1,000) and the par value of each of such shares is One Dollar ($1.00) amounting in the aggregate to One Thousand Dollars ($1,000.00).

          5. The board of directors is authorized to make, alter or repeal the by-laws of the corporation. Election of directors need not be by written ballot.

          6. The name and mailing address of the incorporator is:

T. L. Ford
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801

          I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 3rd day of December, 1993.

T. L. Ford  

T. L. Ford 

STATEMENT

OF

SOLE INCORPORATOR

OF

WACO MANUFACTURING COMPANY

*  *  *  *  *

          The certificate of incorporation of this corporation having been filed in the office of the Secretary of State, the undersigned, being the sole incorporator named in said certificate, does hereby state that the following actions were taken on this day for the purpose of organizing this corporation:

          1. The following persons were elected as directors to hold office until the first annual meeting of stockholders or until their respective successors are elected and qualified:

John R. Albers

Nelson A. Bangs

Ira M. Rosenstein

          2. The board of directors was authorized to make and

adopt the by-laws of the corporation and, in its discretion, to issue the shares of the capital stock of this corporation to the full amount or number of shares authorized by the certificate of incorporation, in such amounts and for such considerations as from time to time shall be determined by the board of directors and as may be permitted by law.

Dated, December 3rd, 1993.

/s/ T. L. Ford  

T. L. Ford 

EX-3.86

Exhibit 3.86

PAGE 1

State of Delaware

Office of the Secretary of State

     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “DR PEPPER/CADBURY MANUFACTURING COMPANY”, CHANGING ITS NAME FROM “DR PEPPER/CADBURY MANUFACTURING COMPANY” TO “DR PEPPER/SEVEN UP MANUFACTURING COMPANY”, FILED IN THIS OFFICE ON THE NINTH DAY OF MAY, A.D. 1997, AT 12:30 O’CLOCK P.M.

     A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.

		/s/ Edward J. Freel
		Edward J. Freel, Secretary of State
2362153     8100		AUTHENTICATION:	8459177
971152452		DATE:	05-09-97

CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

* * * * *

     Dr Pepper/Cadbury Manufacturing Company, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

FIRST: That the Board of Directors of said corporation, by unanimous written consent of its members, has adopted a resolution proposing and declaring advisable the following amendment to the Restated Certificate of Incorporation of said corporation:

RESOLVED, that the Restated Certificate of Incorporation of Dr Pepper/Cadbury Manufacturing Company be amended by changing the First Article thereof so that, as amended, said Article shall be and read as follows:

The name of the Corporation is Dr Pepper/Seven Up Manufacturing Company.

SECOND:	That in lieu of a meeting and vote of the sole stockholder, the sole stockholder has given its written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.
THIRD:	That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.
FOURTH:	That this Certificate of Amendment of the Restated Certificate of Incorporation shall be effective on May 6, 1997.

          IN WITNESS WHEREOF, said Dr Pepper/Cadbury Manufacturing Company has caused this certificate to be signed by Nelson A. Bangs, its Senior Vice President and Secretary, this Sixth day of May, 1997.

DR PEPPER/CADBURY MANUFACTURING COMPANY
By:	/s/ Nelson A. Bangs
	Nelson A. Bangs
	Senior Vice President & Secretary

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 06/26/1995

950142623 — 2362153

CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
WACO MANUFACTURING COMPANY

Pursuant to Section 242 of the General Corporation Law of the State of Delaware, Waco Manufacturing Company, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:

     1. (a) The name of the Corporation is hereby changed to Dr Pepper/Cadbury Manufacturing Company.

          (b) The name under which the Corporation was originally incorporated is Waco Manufacturing Company, and the date of filing the original Certificate of Incorporation of the Corporation with the Secretary of the State of Delaware was December 3, 1993.

     2. The above-referenced amendment to the Certificate of Incorporation of the Corporation was duly adopted and approved by the Board of Directors of the Corporation in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

     3. The above-referenced amendment to the Certificate of Incorporation of the Corporation was duly adopted and approved by the sole shareholder of the Corporation in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by its Vice President and attested by its Assistant Secretary this 21st day of June, 1995.

WACO MANUFACTURING COMPANY
By:	/s/ Nelson A. Bangs
	Nelson A. Bangs, Vice President,
	General Counsel and Secretary

ATTEST:

By:	/s/ Kim Yee
	Kim Yee, Assistant Vice President/
	Assistant Secretary

EX-3.87

Exhibit 3.87

Certificate of Assistant Secretary

     I, Wayne R. Lewis, in my capacity as Assistant Secretary of Dr Pepper/Seven Up Manufacturing Company, a Delaware corporation (the “Corporation”), am delivering this Certificate of Assistant Secretary to certify that the Corporation was formerly known as Dr Pepper/Cadbury Manufacturing Company and Waco Manufacturing Company (collectively the “Former Name”) and the Bylaws attached hereto in the Former Name continue to be the Bylaws of the Corporation.

     IN WITNESS WHEREOF, I have set my hand to this Certificate as of the 18^th day of November, 2008.

DR PEPPER/SEVEN UP MANUFACTURING COMPANY a Delaware corporation
By:	/s/ Wayne R. Lewis
	Wayne R. Lewis
	Assistant Secretary

State of Texas	§
	§
County of Collin	§

     This instrument was acknowledged before me on this 18^th day of November 2008, by Wayne R. Lewis, Assistant Secretary of Dr Pepper/Seven Up Manufacturing Company, a Delaware corporation, on behalf of said corporation.

/s/ Janet L. Barrett  

Janet L. Barrett 

Notary Public in and for the State of Texas 

BYLAWS

OF

WACO MANUFACTURING COMPANY

A Delaware Corporation

ARTICLE I: OFFICES
1.1 Registered office and Agent		1
1.2 Other Offices		1
ARTICLE II: MEETING OF STOCKHOLDERS
2.1 Annual Meeting		1
2.2 Special Meeting		1
2.3 Place of Meetings	1-2
2.4 Notice		2
2.5 Notice of Stockholder Business	2-3
2.6 Voting List		3
2.7 Quorum; Adjournment		3
2.8 Required Vote; Withdrawal of Quorum		4
2.9 Method of Voting; Proxies		4
2.10 Record Date	4-5
2.11 Conduct of Meeting		5
2.12 Inspectors		5
ARTICLE III: DIRECTORS
3.1 Management		6
3.2 Number; Election; Term; Qualification		6
3.3 Stockholder Nomination of Director Candidates	6-7
3.4 Newly Created Directorships and Vacancies		7
3.5 Meetings of Directors		7
3.6 First Meeting		7
3.7 Election of Officers		7
3.8 Regular Meetings		7
3.9 Special Meetings		7
3.10 Notice		8
3.11 Quorum; Majority Vote		8
3.12 Procedure		8
3.13 Presumption of Assent		8
3.14 Compensation		8
ARTICLE IV: COMMITTEES
4.1 Designation		9
4.2 Number; Qualification; Term		9
4.3 Authority		9
4.4 Committee Changes		9
4.5 Alternate Members of Committees		9
4.6 Regular Meetings		9
4.7 Special Meetings		9
4.8 Quorum; Majority Vote		9
4.9 Minutes		10
4.10 Compensation		10
4.11 Responsibility		10

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ARTICLE V: NOTICE
5.1 Method	10
5.2 Waiver	10
ARTICLE VI: OFFICERS
6.1 Number; Titles; Term of Office	10-11
6.2 Removal	11
6.3 Vacancies	11
6.4 Authority	11
6.5 Compensation	11
6.6 Chairman of the Board	11
6.7 President	11
6.8 Vice Presidents	11
6.9 Treasurer	12
6.10 Assistant Treasurers	12
6.11 Secretary	12
6.12 Assistant Secretaries	12
ARTICLE VII: CERTIFICATES AND SHAREHOLDERS
7.1 Certificates for Shares	12
7.2 Replacement of Lost or Destroyed Certificates	13
7.3 Transfer of Shares	13
7.4 Registered Stockholders	13
7.5 Regulations	13
7.6 Legends	13
ARTICLE VIII: MISCELLANEOUS PROVISIONS
8.1 Dividends	13
8.2 Reserves	13-14
8.3 Books and Records	14
8.4 Fiscal Year	14
8.5 Seal	14
8.6 Resignations	14
8.7 Securities of Other Corporation	14
8.8 Telephone Meetings	14
8.9 Action Without a Meeting	14-15
8.10 Invalid Provisions	15
8.11 Mortgages, etc.	15
8.12 Headings	15
8.13 References	15
8.14 Amendments	15

- ii -

BYLAWS

OF

WACO MANUFACTURING COMPANY

A Delaware Corporation

PREAMBLE

     These bylaws are subject to, and governed by, the General Corporation Law of the State of Delaware (the “Delaware General Corporation Law”) and the certificate of incorporation of Waco Manufacturing Company, a Delaware corporation (the “Corporation”). In the event of a direct conflict between the provisions of these bylaws and the mandatory provisions of the Delaware General Corporation Law or the provisions of the certificate of incorporation of the Corporation, such provisions of the Delaware General Corporation Law or the certificate of incorporation of the Corporation, as the case may be, will be controlling.

ARTICLE I: OFFICES

     1.1 Registered Office and Agent. The registered office and registered agent of the Corporation shall be designated from time to time by the appropriate filing of the Corporation in the office of the Secretary of State of the State of Delaware.

     1.2 Other Offices. The Corporation may also have offices at such other places, both within and without the State of Delaware, as the board of directors may from time to time determine or as the business of the Corporation may require.

ARTICLE II: MEETINGS OF STOCKHOLDERS

     2.1 Annual Meeting. An annual meeting of stockholders of the Corporation shall be held each calendar year on such date and at such time as shall be designated from time to time by the board of directors and stated in the notice of the meeting or in a duly executed waiver of notice of such meeting. At such meeting, the stockholders shall elect directors and transact such other business as may properly be brought before the meeting.

     2.2 Special Meeting. A special meeting of the stockholders may be called and shall be held on such date and at such time as shall be designated by the person(s) calling the meeting and stated in the notice of the meeting or in a duly executed waiver of notice of such meeting. Only such business shall be transacted at a special meeting as may be stated or indicated in the notice of such meeting or in a duly executed waiver of notice of such meeting.

     2.3 Place of Meetings. An annual meeting of stockholders may be held at any place within or without the State of Delaware designated by the board of

directors. A special meeting of stockholders may be held at any place within or without the State of Delaware designated in the notice of the meeting or a duly executed waiver of notice of such meeting. Meetings of stockholders shall be held at the principal office of the Corporation unless another place is designated for meetings in the manner provided herein.

     2.4 Notice. Written or printed notice stating the place, day, and time of each meeting of the stockholders and, in case of a special meeting, the purpose or purposes for which the meeting is called shall be delivered not less than ten nor more than 60 days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary, or the officer or person(s) calling the meeting, to each stockholder of record entitled to vote at such meeting. If such notice is to be sent by mail, it shall be directed to such stockholder at his address as it appears on the records of the Corporation, unless he shall have filed with the Secretary of the Corporation a written request that notices to him be mailed to some other address, in which case it shall be directed to him at such other address. Notice of any meeting of stockholders shall not be required to be given to any stockholder who shall attend such meeting in person or by proxy and shall not, at the beginning of such meeting, object to the transaction of any business because the meeting is not lawfully called or convened, or who shall, either before or after the meeting, submit a signed waiver of notice, in person or by proxy.

     2.5 Notice of Stockholder Business: (a) At any annual meeting of the stockholders, only such business shall be conducted as shall have been brought before the meeting (i) pursuant to the Corporation’s notice of meeting, (ii) by or at the direction of the board of directors, or (iii) by any stockholder of the Corporation who is a stockholder of record at the time of giving the notice provided for in this bylaw, who shall be entitled to vote at such meeting, and who complies with the notice procedures set forth in this bylaw, provided, in each case, that such business proposed to be conducted is, under the law, an appropriate subject for stockholder action.

     (b) For business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of paragraph (a) of this bylaw, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation (i) in the case of an annual meeting that is called for a date that is within 30 days before or after the anniversary date of the immediately preceding annual meeting of stockholders, not less than 60 days nor more than 90 days prior to such anniversary date and (ii) in the case of an annual meeting that is called for a date that is not within 30 days before or after the anniversary date of the immediately preceding annual meeting, not later than the close of business on the tenth day following the day on which notice of the date of the meeting was mailed or public disclosure of the date of the meeting was made, whichever occurs first.

     (c) A stockholder’s notice to the Secretary shall set forth as to each matter such stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and address, as they appear on the Corporation’s books, of the stockholder proposing such business, and the name and address of the beneficial owner, if any, on whose behalf the proposal is made, (iii) the class and number of shares of the Corporation which are owned beneficially and of record by such stockholder

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of record and by the beneficial owner, if any, on whose behalf the proposal is made, and (iv) any material interest of such stockholder of record and the beneficial owner, if any, on whose behalf the proposal is made in such business.

          (d) Notwithstanding anything in these bylaws to the contrary, no business shall be conducted at an annual meeting except in accordance with the procedures set forth in this bylaw. The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the procedures prescribed by these bylaws and, if he or she should so determine, he or she shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. Notwithstanding the foregoing provisions of this bylaw, a stockholder shall also comply with all the applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder with respect to the matters set forth in this bylaw.

     2.6 Voting List. At least ten days before each meeting of stockholders, the Secretary or other officer of the Corporation who has charge of the Corporation’s stock ledger, either directly or through another officer appointed by him or through a transfer agent appointed by the board of directors, shall prepare a complete list of stockholders entitled to vote thereat, arranged in alphabetical order and showing the address of each stockholder and number of shares registered in the name of each stockholder. For a period of ten days prior to such meeting, such list shall be kept on file at a place within the city where the meeting is to be held, which place shall be specified in the notice of meeting or a duly executed waiver of notice of such meeting or, if not so specified, at the place where the meeting is to be held and shall be open to examination by any stockholder during ordinary business hours. Such list shall be produced at such meeting and kept at the meeting at all times during such meeting and may be inspected by any stockholder who is present.

     2.7 Quorum; Adjournment. The holders of a majority of the outstanding shares entitled to vote on a matter, present in person or by proxy, shall constitute a quorum at any meeting of stockholders, except as otherwise provided by law, the certificate of incorporation of the Corporation, or these bylaws. If a quorum shall not be present, in person or by proxy, at any meeting of stockholders, the presiding officer, if directed by the board of directors, may adjourn the meeting from time to time, without notice other than announcement at the meeting (unless the board of directors, after such adjournment, fixes a new record date for the adjourned meeting), until a quorum shall be present, in person or by proxy. In addition, when a meeting of stockholders is convened, the presiding officer, if directed by the board of directors, may adjourn the meeting if the board of directors determines that adjournment is necessary or appropriate to enable the stockholders to consider fully information which the board of directors determines has not been made sufficiently or timely available to stockholders or to otherwise effectively exercise their voting rights. At any adjourned meeting at which a quorum shall be present, in person or by proxy, any business may be transacted which may have been transacted at the original meeting had a quorum been present; provided that, if the adjournment is for more than 30 days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting.

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     2.8 Required Vote; Withdrawal of Quorum. When a quorum is present at any meeting, the vote of the holders of at least a majority of the outstanding shares entitled to vote who are present, in person or by proxy, shall decide any question brought before such meeting, unless the question is one on which, by express provision of statute, the certificate of incorporation of the Corporation, or these bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question. The stockholders present at a duly constituted meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

     2.9 Method of Voting; Proxies. Except as otherwise provided in the certificate of incorporation of the Corporation or by law, each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders. Elections of directors need not be by written ballot. At any meeting of stockholders, every stockholder having the right to vote may vote either in person or by a proxy executed in writing by the stockholder or by his duly authorized attorney-in-fact. Each such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after three years from the date of its execution, unless otherwise provided in the proxy. If no date is stated in a proxy, such proxy shall be presumed to have been executed on the date of the meeting at which it is to be voted. Each proxy shall be revocable unless expressly provided therein to be irrevocable and coupled with an interest sufficient in law to support an irrevocable power or unless otherwise made irrevocable by law.

     2.10 Record Date. (a) For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders, or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion, or exchange of stock or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, for any such determination of stockholders, such date in any case to be not more than 60 days and not less than ten days prior to such meeting nor more than 60 days prior to any other action. If no record date is fixed:

          (i) The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

          (ii) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

          (iii) A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

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          (b) In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by law or these bylaws, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office in the State of Delaware, principal place of business, or such officer or agent shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board of directors and prior action by the board of directors is required by law or these bylaws, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

     2.11 Conduct of Meeting. The Chairman of the Board, if such office has been filled, and, if not or if the Chairman of the Board is absent or otherwise unable to act, the President shall preside at all meetings of stockholders. The Secretary shall keep the records of each meeting of stockholders. In the absence or inability to act of any such officer, such officer’s duties shall be performed by the officer given the authority to act for such absent or non-acting officer under these bylaws or by some person appointed by the meeting.

     2.12 Inspectors. The board of directors may, in advance of any meeting of stockholders, appoint one or more inspectors to act at such meeting or any adjournment thereof. If any of the inspectors so appointed shall fail to appear or act, the chairman of the meeting shall, or if the inspectors shall not have been appointed, the chairman of the meeting may, appoint one or more inspectors. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors shall determine the number of shares of capital stock of the Corporation outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, and the validity and effect of proxies and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots, or consents, determine the results, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the chairman of the meeting, the inspectors shall make a report in writing of any challenge, request, or matter determined by them and shall execute a certificate of any fact found by them. No director or candidate for the office of director shall act as an inspector of an election of directors. Inspectors need not be stockholders.

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ARTICLE III: DIRECTORS

     3.1 Management. The business and property of the Corporation shall be managed by the board of directors. Subject to the restrictions imposed by law, the certificate of incorporation of the Corporation, or these bylaws, the board of directors may exercise all the powers of the Corporation.

     3.2 Number; Election; Term; Qualification. The number of directors which shall constitute the entire board of directors shall be determined by resolution of the board of directors or by resolution of the stockholders at the annual meeting thereof or at a special meeting thereof called for that purpose. Except as otherwise required by law, the certificate of incorporation of the Corporation, or these bylaws, the directors shall be elected at an annual meeting of stockholders at which a quorum is present. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy and entitled to vote on the election of directors. Each director so chosen shall hold office until the first annual meeting of stockholders held after his election and until his successor is elected and qualified or, if earlier, until his death, resignation, or removal from office. None of the directors need be a stockholder of the Corporation or a resident of the State of Delaware. Each director must have attained the age of majority.

     3.3 Stockholder Nomination of Director Candidates. (a) Only persons who are nominated in accordance with the procedures set forth in these bylaws shall be eligible to serve as directors. Nominations of persons for election to the board of directors of the Corporation may be made at a meeting of stockholders (i) by or at the direction of the board of directors or (ii) by any stockholder of the Corporation who is a stockholder of record at the time of giving of the notice provided for in this bylaw, who shall be entitled to vote at such meeting, and who complies with the notice procedures set forth in this bylaw.

          (b) Nominations by stockholders shall be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal executive offices of the Corporation (i) in the case of an annual meeting that is called for a date that is within 30 days before or after the anniversary date of the immediately preceding annual meeting of stockholders, no less than 60 days nor more than 90 days prior to such anniversary date and (ii) in the case of an annual meeting that is called for a date that is not within 30 days before or after the anniversary date of the immediately preceding annual meeting, or in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the tenth day following the day on which notice of the date of the meeting was mailed or public disclosure of the meeting was made, whichever occurs first.

          (c) Such stockholder’s notice shall set forth (i) as to each person whom such stockholder proposes to nominate for election or reelection as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (ii) as to the stockholder giving the notice (x) the name and address, as they appear on the Corporation’s books, of such stockholder and (y) the class and number of shares of the Corporation which are beneficially owned by such stockholder; and (iii) as to the

6

beneficial owner, if any, on whose behalf the nomination is made, (x) the name and address of such person and (y) the class and number of shares of the Corporation which are beneficially owned by such person. At the request of the board of directors any person nominated by the board of directors for election as a director shall furnish to the Secretary of the Corporation that information required to be set forth in the stockholder’s notice of nomination which pertains to the nominee.

          (d) No person shall be eligible to serve as a director of the Corporation unless nominated in accordance with the procedures set forth in this bylaw. The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by these bylaws and, if he or she should so determine, he or she shall so declare to the meeting and the defective nomination shall be disregarded. Notwithstanding the foregoing provisions of this bylaw, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this bylaw.

     3.4 Newly Created Directorships and Vacancies. Unless the board of directors otherwise determines, newly created directorships resulting from any increase in the authorized number of directors or any vacancies of the board of directors resulting from death, resignation, retirement, disqualification, or removal from office for cause shall be filled only by a majority vote of the directors then in office, though less than a quorum, and directors so chosen shall hold office for a term expiring at the annual meeting of stockholders at which the term of office of the class to which they have been elected expires and until such director’s successor shall have been duly elected and qualified. No decrease in the numbers of authorized directors constituting the entire board of directors shall shorten the term of any incumbent director.

     3.5 Meetings of Directors. The directors may hold their meetings and may have an office and keep the books of the Corporation, except as otherwise provided by statute, in such place or places within or without the State of Delaware as the board of directors may from time to time determine or as shall be specified in the notice of such meeting or duly executed waiver of notice of such meeting.

     3.6 First Meeting. Each newly elected board of directors may hold its first meeting for the purpose of organization and the transaction of business, if a quorum is present, immediately after and at the same place as the annual meeting of stockholders, and no notice of such meeting shall be necessary.

     3.7 Election of Officers. At the first meeting of the board of directors after each annual meeting of stockholders at which a quorum shall be present, the board of directors shall elect the officers of the Corporation.

     3.8 Regular Meetings. Regular meetings of the board of directors shall be held at such times and places as shall be designated from time to time by resolution of the board of directors. Notice of such regular meetings shall not be required.

     3.9 Special Meetings. Special meetings of the board of directors shall be held whenever called by the Chairman of the Board, the President, or any director.

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     3.10 Notice. The Secretary shall give notice of each special meeting to each director at least 24 hours before the meeting. Notice of any such meeting need not be given to any director who shall, either before or after the meeting, submit a signed waiver of notice or who shall attend such meeting without protesting, prior to or at its commencement, the lack of notice to him. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

     3.11 Quorum; Majority Vote. At all meetings of the board of directors, a majority of the directors fixed in the manner provided in these bylaws shall constitute a quorum for the transaction of business. If at any meeting of the board of directors there be less than a quorum present, a majority of those present or any director solely present may adjourn the meeting from time to time without further notice. Unless the act of a greater number is required by law, the certificate of incorporation of the Corporation, or these bylaws, the act of a majority of directors present at a meeting at which a quorum is in attendance shall be the act of the board of directors. At any time that the certificate of incorporation of the Corporation provides that directors elected by the holders of a class or series of stock shall have more or less than one vote per director on any matter, every reference in these bylaws to a majority or other proportion of directors shall refer to a majority or other proportion of the votes of such directors.

     3.12 Procedure. At meetings of the board of directors, business shall be transacted in such order as from time to time the board of directors may determine. The Chairman of the Board, if such office has been filled, and, if not or if the Chairman of the Board is absent or otherwise unable to act, the President shall preside at all meetings of the board of directors. In the absence or inability to act of either such officer, a chairman shall be chosen by the board of directors from among the directors present. The Secretary of the Corporation shall act as the secretary of each meeting of the board of directors unless the board of directors appoints another person to act as secretary of the meeting. The board of directors shall keep regular minutes of its proceedings which shall be placed in the minute book of the Corporation.

     3.13 Presumption of Assent. A director of the Corporation who is present at the meeting of the board of directors at which action on any corporate matter is taken shall be presumed to have assented to the action unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or shall forward any dissent by certified or registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

     3.14 Compensation. The board of directors shall have the authority to fix the compensation, including fees and reimbursement of expenses, paid to directors for attendance at regular or special meetings of the board of directors or any committee thereof; provided, that nothing contained herein shall be construed to preclude any director from serving the Corporation in any other capacity or receiving compensation therefor.

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ARTICLE IV: COMMITTEES

     4.1 Designation. The board of directors may, by resolution adopted by a majority of the entire board of directors, designate one or more committees.

     4.2 Number; Qualification; Term. Each committee shall consist of one or more directors appointed by resolution adopted by a majority of the entire board of directors. The number of committee members may be increased or decreased from time to time by resolution adopted by a majority of the entire board of directors. Each committee member shall serve as such until the earliest of (i) the expiration of his term as directors, (ii) his resignation as a committee member or as a director, or (iii) his removal as a committee member or as a director.

     4.3 Authority. Each committee, to the extent expressly provided in the resolution establishing such committee, shall have and may exercise all of the authority of the board of directors in the management of the business and property of the Corporation except to the extent expressly restricted by law, the certificate of incorporation of the Corporation, or these bylaws.

     4.4 Committee Changes. The board of directors shall have the power at any time to fill vacancies in, to change the membership of, and to discharge any committee.

     4.5 Alternate Members of Committees. The board of directors may designate one or more directors as alternate members of any committee. Any such alternate member may replace any absent or disqualified member at any meeting of the committee. If no alternate committee members have been so appointed to a committee or each such alternate committee member is absent or disqualified, the member or members of such committee present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.

     4.6 Regular Meetings. Regular meetings of any committee may be held without notice at such time and place as may be designated from time to time by the committee and communicated to all members thereof.

     4.7 Special Meetings. Special meetings of any committee may be held whenever called by any committee member. The committee member calling any special meeting shall cause notice of such special meeting, including therein the time and place of such special meeting, to be given to each committee member at least two days before such special meeting. Neither the business to be transacted at, nor the purpose of, any special meeting of any committee need be specified in the notice or waiver of notice of any special meeting.

     4.8 Quorum; Majority Vote. At meetings of any committee, a majority of the number of members designated by the board of directors shall constitute a quorum for the transaction of business. If a quorum is not present at a meeting of any committee, a majority of the members present may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum is present. The act of a majority of the members present at any meeting at which a quorum is in attendance shall be the act of a committee, unless the act of a greater number is required by law, the certificate of incorporation of the Corporation, or these bylaws.

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     4.9 Minutes. Each committee shall cause minutes of its proceedings to be prepared and shall report the same to the board of directors upon the request of the board of directors. The minutes of the proceedings of each committee shall be delivered to the Secretary of the Corporation for placement in the minute books of the Corporation.

     4.10 Compensation. Committee members may, by resolution of the board of directors, be allowed a fixed sum and expenses of attendance, if any, for attending any committee meetings or a stated salary.

     4.11 Responsibility. The designation of any committee and the delegation of authority to it shall not operate to relieve the board of directors or any director of any responsibility imposed upon it or such director by law.

ARTICLE V: NOTICE

     5.1 Method. Whenever by statute, the certificate of incorporation of the Corporation, or these bylaws, notice is required to be given to any committee member, director, or stockholder and no provision is made as to how such notice shall be given, personal notice shall not be required and any such notice may be given (a) in writing, by mail, postage prepaid, addressed to such committee member, director, or stockholder at his address as it appears on the books or (in the case of a stockholder) the stock transfer records of the Corporation, or (b) by any other method permitted by law (including but not limited to overnight courier service, telegram, telex or telefax). Any notice required or permitted to be given by mail shall be deemed to be delivered and given at the time when the same is deposited in the United States mail as aforesaid. Any notice required or permitted to be given by overnight courier service shall be deemed to be delivered and given at the time delivered to such service with all charges prepaid and addressed as aforesaid. Any notice required or permitted to be given by telegram, telex, or telefax shall be deemed to be delivered and given at the time transmitted with all charges prepaid and addressed as aforesaid.

     5.2 Waiver. Whenever any notice is required to be given to any stockholder, director, or committee member of the Corporation by statute, the certificate of incorporation of the Corporation, or these bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice. Attendance of a stockholder, director, or committee member at a meeting shall constitute a waiver of notice of such meeting, except where such person attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE VI: OFFICERS

     6.1 Number; Titles; Term of Office. The officers of the Corporation shall be a President, a Secretary, and such other officers as the board of directors may from time to time elect or appoint, including a Chairman of the Board, one or more Vice Presidents (with each Vice President to have such descriptive title, if any, as the board of directors shall determine), and a Treasurer. Each officer shall hold office until his successor shall have been duly elected and shall have qualified, until this death, or until he shall resign or shall have been removed in the manner hereinafter provided. Any two or more offices may be held by the same person. None of the officers need be a

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stockholder or a director of the Corporation or a resident of the State of Delaware.

     6.2 Removal. Any officer or agent elected or appointed by the board of directors may be removed by the board of directors whenever in its judgment the best interest of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

     6.3 Vacancies. Any vacancy occurring in any office of the Corporation (by death, resignation, removal, or otherwise) may be filled by the board of directors.

     6.4 Authority. Officers shall have such authority and perform such duties in the management of the Corporation as are provided in these bylaws or as may be determined by resolution of the board of directors not inconsistent with these bylaws.

     6.5 Compensation. The compensation, if any, of officers and agents shall be fixed from time to time by the board of directors; provided, however, that the board of directors may delegate the power to determine the compensation of any officer and agent (other than the officer to whom such power is delegated) to the Chairman of the Board or the President.

     6.6 Chairman of the Board. The Chairman of the Board, if elected by the board of directors, shall have such powers and duties as may be prescribed by the board of directors. Such officer shall preside at all meetings of the stockholders and of the board of directors. Such officer may sign all certificates for shares of stock of the Corporation.

     6.7 President. The President shall be the chief executive officer of the Corporation and, subject to the board of directors, he shall have general executive charge, management, and control of the properties and operations of the Corporation in the ordinary course of its business, with all such powers with respect to such properties and operations as may be reasonably incident to such responsibilities. If the board of directors has not elected a Chairman of the Board or in the absence or inability to act of the Chairman of the Board, the President shall exercise all of the powers and discharge all of the duties of the Chairman of the Board. As between the Corporation and third parties, any action taken by the President in the performance of the duties of the Chairman of the Board shall be conclusive evidence that there is no Chairman of the Board or that the Chairman of the Board is absent or unable to act.

     6.8 Vice Presidents. Each Vice President shall have such powers and duties as may be assigned to him by the board of directors, the Chairman of the Board, or the President, and (in order of their seniority as determined by the board of directors or, in the absence of such determination, as determined by the length of time they have held the office of Vice President) shall exercise the powers of the President during the officer’s absence or inability to act. As between the Corporation and third parties, any action taken by a Vice President in the performance of the duties of the President shall be conclusive evidence of the absence or inability to act of the President at the time such action was taken.

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     6.9 Treasurer. The Treasurer shall have custody of the Corporation’s funds and securities, shall keep full and accurate account of receipts and disbursements, shall deposit all monies and valuable effects in the name and to the credit of the Corporation in such depository or depositories as may be designated by the board of directors, and shall perform such other duties as may be prescribed by the board of directors, the Chairman of the Board, or the President.

     6.10 Assistant Treasurers. Each Assistant Treasurer shall have such powers and duties as may be assigned to him by the board of directors, the Chairman of the Board, or the President. The Assistant Treasurers (in the order of their seniority as determined by the board of directors or, in the absence of such a determination, as determined by the length of time they have held the office of Assistant Treasurer) shall exercise the powers of the Treasurer during that officer’s absence or inability to act.

     6.11 Secretary. Except as otherwise provided in these bylaws, the Secretary shall keep the minutes of all meetings of the board of directors and of the stockholders in books provided for that purpose, and he shall attend to the giving and service of all notices. He may sign with the Chairman of the Board or the President, in the name of the Corporation, all contracts of the Corporation and affix the seal of the Corporation thereto. He may sign with the Chairman of the Board or the President all certificates for shares of stock of the Corporation, and he shall have charge of the certificate books, transfer books, and stock papers as the board of directors may direct, all of which shall at all reasonable times be open to inspection by any director upon application at the office of the Corporation during business hours. He shall in general perform all duties incident to the office of the Secretary, subject to the control of the board of directors, the Chairman of the Board, and the President.

     6.12 Assistant Secretaries. Each Assistant Secretary shall have such powers and duties as may be assigned to him by the board of directors, the Chairman of the Board, or the President. The Assistant Secretary (in the order of their seniority as determined by the board of directors or, in the absence of such a determination, as determined by the length of time they have held the office of Assistant Secretary) shall exercise the powers of the Secretary during that officer’s absence or inability to act.

ARTICLE VII: CERTIFICATES AND SHAREHOLDERS

     7.1 Certificates for Shares. Certificates for shares of stock of the Corporation shall be in such form as shall be approved by the board of directors. The certificates shall be signed by the Chairman of the Board or the President or a Vice President and also by the Secretary or an Assistant Secretary or by the Treasurer or an Assistant Treasurer. Any and all signatures on the certificate may be a facsimile and may be sealed with the seal of the Corporation or a facsimile thereof. If any officer, transfer agent, or registrar who has signed, or whose facsimile signature has been placed upon, a certificate has ceased to be such officer, transfer agent, or registrar before such certificate is issued, such certificate may be issued by the Corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. The certificates shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued and shall exhibit the holder’s name and the number of shares.

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     7.2 Replacement of Lost or Destroyed Certificates. The board of directors may direct a new certificate or certificates to be issued in place of a certificate or certificates theretofore issued by the Corporation and alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate or certificates representing shares to be lost or destroyed. When authorizing such issue of a new certificate or certificates the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond with a surety or sureties satisfactory to the Corporation in such sum as it may direct as indemnity against any claim, or expense resulting from a claim, that may be made against the Corporation with respect to the certificate or certificates alleged to have been lost or destroyed.

     7.3 Transfer of Shares. Shares of stock of the Corporation shall be transferable only on the books of the Corporation by the holders thereof in person or by their duly authorized attorneys or legal representatives. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, the Corporation or its transfer agent shall issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its books.

     7.4 Registered Stockholders. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

     7.5 Regulations. The board of directors shall have the power and authority to make all such rules and regulations as they may deem expedient concerning the issue, transfer, and registration or the replacement of certificates for shares of stock of the Corporation.

     7.6 Legends. The board of directors shall have the power and authority to provide that certificates representing shares of stock bear such legends as the board of directors deems appropriate to assure that the Corporation does not become liable for violations of federal or state securities laws or other applicable law.

ARTICLE VIII: MISCELLANEOUS PROVISIONS

     8.1 Dividends. Subject to provisions of law and the certificate of incorporation of the Corporation, dividends may be declared by the board of directors at any regular or special meeting and may be paid in cash, in property, or in shares of stock of the Corporation. Such declaration and payment shall be at the discretion of the board of directors.

     8.2 Reserves. There may be created by the board of directors out of funds of the Corporation legally available therefor such reserve or reserves as the directors from time to time, in their discretion, consider proper to provide for contingencies, to equalize dividends, or to repair or maintain any property of the Corporation, or for such other purpose as the board of directors shall

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consider beneficial to the Corporation, and the board of directors may modify or abolish any such reserve in the manner in which it was created.

     8.3 Books and Records. The Corporation shall keep correct and complete books and records of account, shall keep minutes of the proceedings of its stockholders and board of directors and shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its stockholders, giving the names and addresses of all stockholders and the number and class of the shares held by each.

     8.4 Fiscal Year. The fiscal year of the Corporation shall be fixed by the board of directors; provided; that if such fiscal year is not fixed by the board of directors and the selection of the fiscal year is not expressly deferred by the board of directors, the fiscal year shall be the calendar year.

     8.5 Seal. The seal of the Corporation shall be such as from time to time may be approved by the board of directors.

     8.6 Resignations. Any director, committee member, or officer may resign by so stating at any meeting of the board of directors or by giving written notice to the board of directors, the Chairman of the Board, the President, or the Secretary. Such resignation shall take effect at the time specified therein or, if no time is specified therein, immediately upon its receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     8.7 Securities of Other Corporations. The Chairman of the Board, the President, or any Vice President of the Corporation shall have the power and authority to transfer, endorse for transfer, vote, consent, or take any other action with respect to any securities of another issuer which may be held or owned by the Corporation and to make, execute, and deliver any waiver, proxy, or consent with respect to any such securities.

     8.8 Telephone Meetings. Stockholders (acting for themselves or through a proxy), members of the board of directors, and members of a committee of the board of directors may participate in and hold a meeting of such stockholders, board of directors, or committee by means of a conference telephone or similar communications equipment by means of which persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

     8.9 Action Without a Meeting. (a) Unless otherwise provided in the certificate of incorporation of the Corporation, any action required by the Delaware General Corporation Law to be taken at any annual or special meeting of the stockholders, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders (acting for themselves or through a proxy) of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which the holders of all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office

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in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Every written consent of stockholders shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest dated consent delivered in the manner required by this Section 8.9(a) to the Corporation, written consents signed by a sufficient number of holders to take action are delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office, principal place of business, or such officer or agent shall be by hand or by certified or registered mail, return receipt requested.

          (b) Unless otherwise restricted by the certificate of incorporation of the Corporation or by these bylaws, any action required or permitted to be taken at a meeting of the board of directors, or of any committee of the board of directors, may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by all the directors or all the committee members, as the case may be, entitled to vote with respect to the subject matter thereof, and such consent shall have the same force and effect as a vote of such directors or committee members, as the case may be, and may be stated as such in any certificate or document filed with the Secretary of State of the State of Delaware or in any certificate delivered to any person. Such consent or consents shall be filed with the minutes of proceedings of the board or committee, as the case may be.

     8.10 Invalid Provisions. If any part of these bylaws shall be held invalid or inoperative for any reason, the remaining parts, so far as it is possible and reasonable, shall remain valid and operative.

     8.10 Mortgages, etc. With respect to any deed, deed of trust, mortgage, or other instrument executed by the Corporation through its duly authorized officer or officers, the attestation to such execution by the Secretary of the Corporation shall not be necessary to constitute such deed, deed of trust, mortgage, or other instrument a valid and binding obligation against the Corporation unless the resolutions, if any, of the board of directors authorizing such execution expressly state that such attestation is necessary.

     8.12 Headings. The headings used in these bylaws have been inserted for administrative convenience only and do not constitute matter to be construed in interpretation.

     8.13 References. Whenever herein the singular number is used, the same shall include the plural where appropriate, and words of any gender should include each other gender where appropriate.

     8.14 Amendments. These bylaws may be altered, amended, or repealed or new bylaws may be adopted by the stockholders or by the board of directors at any regular meeting of the stockholders or the board of directors or at any special meeting of the stockholders or the board of directors if notice of such alteration, amendment, repeal, or adoption of new bylaws be contained in the notice of such special meeting.

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          The undersigned, the Secretary of the Corporation, hereby certifies that the foregoing bylaws were adopted by the directors of the Corporation at a meeting duly held on December 8, 1993, such bylaws to become operative as of such date.

/s/ Nelson A. Bangs

Nelson A. Bangs, Secretary

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EX-3.88

Exhibit 3.88

PAGE 1

Office of Secretary of State

     I, MICHAEL RATCHFORD, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF RESTATED CERTIFICATE OF INCORPORATION OF “DR PEPPER/SEVEN-UP COMPANIES, INC.” FILED IN THIS OFFICE ON THE TWENTY-FIFTH DAY OF JUNE, A.D. 1992, AT 2:30 O’CLOCK P.M.

* * * * * * * * * *

	/s/ Michael Ratchford
	Michael Ratchford, Secretary of State
	AUTHENTICATION:	*3499541
732177019	DATE:	06/25/1992

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 02:30 PM 06/25/1992
732177019 — 2157393

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
DR PEPPER/SEVEN-UP COMPANIES, INC.

     The undersigned, being the Chairman, President and Chief Executive Officer of Dr Pepper/Seven-Up Companies, Inc., a Delaware corporation, hereby certifies that:

     1. (a) The name of the corporation is DR PEPPER/SEVEN-UP COMPANIES, INC. (the “Corporation”).

          (b) The name under which the Corporation was originally incorporated is Dr Pepper /Seven-Up Companies, Inc. and the date of filing the original Certificate of Incorporation of the Corporation with the Secretary of State of the State of Delaware was April 11, 1988.

     2. This Amended and Restated Certificate of Incorporation amends and restates the provisions of the certificate of Incorporation of the Corporation and was duly adopted by the written consent of the stockholders of the Corporation in accordance with the provisions of Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware.

     3. The Certificate of Incorporation of the Corporation, as restated and amended hereby, shall, upon its filing with the Secretary of State of the State of Delaware, read in its entirety as follows:

ARTICLE I

Name

          SECTION 1.1. Name. The name of the Corporation is Dr Pepper/Seven-Up Companies, Inc.

ARTICLE II

Registered Office and Registered Agent

          SECTION 2.1. Office and Agent. The registered office of the Corporation in the State of Delaware is located at Corporation Trust Center, 1209 Orange Street, in the City of

Wilmington, County of New Castle. The name of the registered agent of the Corporation at such address is The Corporation Trust Company.

ARTICLE III

Corporate Purposes

          SECTION 3.1. Purpose. The purpose for which the Corporation is organized is to engage in any and all lawful acts and activities for which corporations may be organized under the General Corporation Law of the State of Delaware. The Corporation will have perpetual existence.

ARTICLE IV

Capitalization

          SECTION 4.1. (a) Authorized Capital. The total number of shares of all classes of stock which the Corporation shall have the authority to issue is:

          (i) 2,000,000 shares of preferred stock, par value $.01 per share, of the Corporation (the “Preferred Stock”); and

          (ii) 145,000,000 shares of common stock, par value $.01 per share (the “common stock”), of which 125,000,000 shares shall be Common Stock (the “Common Stock”) and 20,000,000 shares shall be Nonvoting Common Stock (the “Nonvoting Common Stock”).

          SECTION 4.2. Preferred Stock: (a) General Provisions. (1) The Preferred Stock shall be issued from time to time in one or more series with distinctive serial designations and (i) may have such voting powers, full or limited, or may be without voting powers, (ii) may be subject to redemption at such time or times and at such prices, (iii) may be entitled to receive dividends (which may be cumulative or noncumulative) at such rate or rates, on such conditions, and at such times, and payable in any other class or classes of stock, (iv) may have such rights upon the dissolution of, or upon any distribution of the assets of, the Corporation, (v) may be made convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock of the Corporation, at such price or prices or at such rates of exchange,

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and with such adjustments, and (vi) shall have such other rights, qualifications, limitations, or restrictions thereof, all as shall hereafter be stated and expressed in the resolution or resolutions providing for the issue of such Preferred Stock from time to time adopted by the Board of Directors of the Corporation pursuant to authority so to do which is hereby granted to and vested in the Board of Directors.

          (2) The shares of each class or series of the Preferred Stock may vary from the shares of any other class or series thereof in any or all of the foregoing respects. The board of directors of the Corporation may increase the number of shares of the Preferred Stock designated for any existing class or series by a resolution adding to such class or series authorized and unissued shares of the Preferred Stock not designated for any other class or series. The board of directors of the Corporation may decrease the number of shares of the Preferred Stock designated for any existing class or series by a resolution subtracting from such class or series authorized and unissued shares of the Preferred Stock designated for such existing class or series, and the shares so subtracted shall become authorized, unissued, and undesignated shares of the Preferred Stock.

          (b) Designation of Preferred Stock. Pursuant to the foregoing, there is hereby designated a series of 2,000,000 shares of Senior Preferred Stock (“Senior Preferred Stock”) having the following preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions:

          (1) Dividends. The holders of Senior Preferred Stock shall be entitled to receive cash dividends per annum per share as set forth below from funds legally available therefore, when, as and if declared by the Corporation’s Board of Directors. Such dividends shall be payable in equal amounts semi-annually on May 15 and November 15 of each year (unless such day is not a business day, in which event on the next succeeding business day) commencing on November 15, 1988, to holders of record as they appear on the registrar for the Senior Preferred Stock on the May 1 or November 1 immediately preceding such dividend payment date, commencing on November 1, 1988. On November 15, 1988, the holders of Senior Preferred Stock shall be entitled to receive cash dividends of $1.875 per share. Beginning with May 15, 1989, the semi-annual dividend shall be increased to $1.9375 per share and shall be increased $.0625 per share on each succeeding dividend payment date until the Senior Preferred Stock is redeemed; provided, that such semi-annual dividend rate shall not exceed $2.125 per share. Notwithstanding the foregoing, upon the date of

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the consummation of the Refinancing (as defined in that certain Letter Agreement dated May 19, 1988 among the Corporation, Dr Pepper Holding Company, Seven-Up Holding Company, Prudential-Bache Interfunding, Inc. and Prudential-Bache Capital Funding (the “Letter Agreement”)), the dividend rate payable on the Senior Preferred Stock from and after the date of the consummation of the Refinancing shall automatically be adjusted to a rate equal to the effective yield (as defined below) on the debt securities issued in the Refinancing with dividends accruing through such date at the then effective dividend rate and from and after such date at the adjusted dividend rate. Following such dividend rate adjustment, accrued dividends shall be payable on the next interest payment date for the debt securities issued in the Refinancing (with the record date therefore being the 15th day prior thereto) and thereafter the dividend payment dates with respect to the Senior Preferred Stock shall be the same as the interest payment dates with respect to the debt securities issued in the Refinancing (with the record date therefore being the 15th day prior thereto). The “effective yield” on the debt securities issued in the Refinancing shall equal the discount rate which, when applied to the aggregate principal amount of the debt securities issued in the Refinancing, equals the Accreted Value of such debt securities on the date of issuance thereof. The “Accreted Value” of such debt securities means the principal amount of such securities, less unamortized original issue discount at such time as determined in conformity with generally accepted accounting principles, except that the original issue discount properly attributable to any interest holiday under such debt securities shall be amortized pursuant to the effective interest method of accounting over the period of such holiday and any original issue discount properly attributable to the fair value of warrants, if any, sold together with such debt securities (which shall be the value attributed to such warrants for Federal income tax purposes, as determined in good faith by the Corporation) shall be deemed to be fully amortized at the date of issuance. The calculation of the adjusted dividend rate shall be evidenced by a certificate of the chief financial officer of the Corporation, a copy of which shall be promptly mailed to each holder of record of the Senior Preferred Stock as of the close of business on the day preceding such mailing. A copy of such certificate shall thereafter be maintained at the principal executive office of the Corporation and shall thereafter be made available to any holder of record of Senior Preferred Stock on request.

          Dividends on the Senior Preferred Stock shall accrue from and after the issuance date for the Senior Preferred Stock and, to the extent not declared and paid on any dividend payment

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date, shall cumulate end thereafter compound on each subsequent dividend payment date at the then effective dividend rate until declared and paid.

          So long as shares of Senior Preferred Stock remain outstanding, no dividend or distribution in cash, shares of common stock or other property may be paid, declared and set apart for payment on any date on or in respect of the Common Stock or Nonvoting Common Stock or on any other class or series of stock issued by the Corporation ranking junior to the Senior Preferred Stock with respect to dividends, distributions or distributions of assets on liquidation (collectively, the “Junior Securities”) nor shall the Corporation or any Subsidiary thereof make any payment on account of or set apart for payment money for a sinking or other similar fund for the redemption, repurchase or other retirement of, or otherwise acquire for value, any Junior Securities or any warrants, options or other rights to acquire Junior Securities; provided that the foregoing provisions shall not prohibit a dividend payable solely in shares of Junior Securities or the acquisition of Junior Securities or rights to acquire Junior Securities from employees of the Corporation or its Subsidiaries in connection with the termination of such employment. For purposes hereof, the term “Subsidiary” means any corporation of which the Corporation owns, directly or indirectly, more than 50% of the voting stock and the term “distribution” means any direct or indirect transfer of money or other property or incurrence of indebtedness by the Corporation or its Subsidiaries to and for the benefit of the Corporation’s Stockholders in respect of any of the Corporation’s shares.

          (2) Preference on Liquidation, etc. In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, after there shall have been declared and paid, or set aside for payment, to the holders of the outstanding shares of any class having preference over the Senior Preferred Stock as to which they are respectively entitled but before any payment or distribution of the assets of the Corporation (whether capital or surplus), or proceeds thereof, shall be made to or set apart for the holders of shares of any Junior Securities, the holders of shares of Senior Preferred Stock shall be entitled to receive, in cash, payment of $25.00 per share held by them, plus a liquidation premium equal to any accumulated and unpaid dividends thereon. If, upon any liquidation, dissolution or winding-up of the Corporation, the assets of the Corporation shall be insufficient to pay in full the respective preferential cash amounts on shares of Senior Preferred Stock, then such assets shall be distributed among such holders and holders of all other shares of the Corporation entitled to a preference upon

5

liquidation, dissolution or winding-up of the Corporation that ranks on parity with the Senior Preferred Stock ratably in accordance with the respective amounts which would be payable on such shares if all amounts payable thereon were paid in full. After payment of the full amount of the liquidation preference to which the holders of Senior Preferred Stock are entitled, such holders will not be entitled to any further participation in any distribution of assets of the Corporation. For the purposes of this paragraph 2, neither the merger nor the consolidation of the Corporation into or with another corporation or the merger or consolidation of any other corporation into or with the Corporation, or the sale, transfer or other disposition of all or substantially all the assets of the corporation, shall be deemed to be a voluntary or involuntary liquidation, dissolution or winding-up of the Corporation.

          (3) Retirement of Shares. Shares of Senior Preferred Stock which have been issued and have been redeemed, repurchased or reacquired in any manner by the Corporation shall not be reissued.

          (4) Optional Redemption. The Senior Preferred Stock may be redeemed at the Corporation’s option (from funds legally available therefore) at any time, in whole or in part, at $25.00 per share, together with a redemption premium equal to all accumulated and unpaid dividends thereon.

          The Corporation shall cause to be mailed to each holder of Senior Preferred Stock, at their last addresses as they shall appear upon the Senior Preferred Stock register, at least 10 days prior to the record date of such redemption, a notice stating the date on which such redemption is expected to take place (the “Redemption Date”). Failure to give any such notice, or any defect therein, shall not affect the validity of such a redemption.

          If less than all the shares of Senior Preferred Stock are to be redeemed, the shares to be redeemed shall be redeemed pro rata among the outstanding shares of Senior Preferred Stock, with any fractional shares rounded to the nearest whole share.

          On or after the Redemption Date, the holders of Senior Preferred Stock which have been redeemed shall surrender their certificates representing such shares to the Corporation at its principal place of business or as otherwise notified, and thereupon the redemption price of such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate

6

shall be cancelled. From and after the Redemption Date, unless there shall have been a default in payment of the redemption price, all rights of the holders of such shares of Senior Preferred stock, except the right to receive the redemption price together with a redemption premium equal to all accrued and unpaid dividends without interest upon surrender of their certificate or certificates, shall cease with respect to such shares, and such shares shall not thereafter be transferred on the books of the Corporation or be deemed to be outstanding for any purpose whatsoever.

          (5) Optional Exchange. The Senior Preferred Stock may be exchanged, in whole or in part, for the 15¹/₂% Junior Subordinated Discount Notes Due 1998 of the Corporation (the “Junior Discount Notes”) having the terms and conditions set forth in the Junior Discount Notes and in the indenture to be entered into between the Company and Rhode Island Hospital Trust National Bank, as Trustee, governing the Junior Discount Notes. Except as provided below, such exchange shall be effected, at the option of each holder of Senior Preferred Stock, on October 1, 1996 or any subsequent dividend payment date for the Senior Preferred Stock. Each share of Senior Preferred Stock shall be exchanged into a principal amount of Junior Discount Notes equal to the sum of (a) $43.25 (the “Deemed Face Amount”) plus (b) (1) the amount (if any) of cash interest that would have accrued on the Deemed Face Amount from October l, 1992 (the “Current Pay Date”) to the date of exchange had the share of Senior Preferred Stock exchanged been exchanged for Junior Discount Notes on the Current Pay Date less (2) the aggregate amount of cash dividends paid in respect of such share of Senior Preferred Stock since the Current Pay Date. In no event will Junior Discount Notes be issued in denominations other than $1,000 or in an integral multiple thereof. Cash will be paid in lieu of any such fraction of a Junior Discount Note which would otherwise have been issued.

          Notwithstanding the foregoing, upon the occurrence of a Fundamental Change (as hereinafter defined), any holder of shares of Senior Preferred Stock may exchange, in whole or in part, shares of Senior Preferred Stock for Junior Discount Notes. Such exchange may be effected at any time after the date of the Fundamental Change.

          “Fundamental Change” means any of the following: (a) any person (or any related group for purposes of Section 13 (d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than a party to that certain Shareholders Agreement, dated as of May 19, 1988, between the Corporation and certain of its shareholders, as of August 28, 1991, becoming the beneficial

7

owner (within the meaning of Rule l3d-3 of the Exchange Act), directly or indirectly, of a majority of the stock of the Corporation entitled to vote generally for the election of directors otherwise than pursuant to the purchase of newly issued stock of the Corporation; (b) the Corporation ceases to own a majority of the capital stock of Dr Pepper Company entitled to vote generally for the election of directors; (c) the sale, transfer, lease or other disposition, directly or indirectly, of all or substantially all of the assets of the Corporation and its subsidiaries, taken as a whole; or (d) the merger or consolidation of the Corporation or Dr Pepper Company with or into any other person (other than any merger or consolidation of the Corporation or Dr Pepper Company with any subsidiary of either the Corporation or Dr Pepper Company, if in any such case the common stock of the Corporation is not changed as a result thereof.

          (6) Voting. Except as required by law and except for any voting by the holders of Senior Preferred Stock, as or as part of a separate class or series, pursuant to the immediately following sentence or any other provision of the Certificate of Incorporation of the Corporation, the holder of each outstanding share of Senior Preferred Stock shall not be entitled to vote on any matter submitted to a vote of stockholders. Without the written consent of a majority of the outstanding shares of Senior Preferred Stock or the vote of holders of a majority of the outstanding shares of Senior Preferred Stock at a meeting of the holders of Senior Preferred Stock called for such purpose, the Corporation will not (i) create, authorize or issue any other class or series of stock entitled to a preference prior to or on parity with Senior Preferred Stock in respect of any dividend or distribution or any liquidation, distribution of assets, dissolution or winding-up of the corporation or increase the authorized amount of any such other class or series, (ii) amend, alter or repeal any provision of the Certificate of Incorporation so as to adversely affect the preferences, rights or powers of the Senior Preferred Stock, (iii) directly or indirectly sell, transfer, lease or otherwise dispose of all or substantially all of its assets or the assets of its Subsidiaries, taken as a whole (other than a disposition of assets permitted by the Bridge Notes, as originally executed and without modification or waiver and irrespective of whether then outstanding), or (iv) merge or consolidate with or into, or permit any Subsidiary to merge with or into, any other corporation (other than (x) the merger or consolidation of Subsidiaries or the merger of one or more Subsidiaries into the Corporation, if in any such case the capital stock of the Corporation is not changed as a result thereof, or (y) a merger or consolidation permitted by the Bridge Notes, as

8

originally executed and without modification or waiver and irrespective of whether then outstanding).

          SECTION 4.3. Common Stock. (a) Identical Rights and Privileges; No Preemptive Rights. Except as otherwise expressly provided in this Amended and Restated Certificate of Incorporation, all outstanding shares of common stock shall be identical and shall entitle the holders thereof to the same rights and privileges. The holders of shares of common stock shall have no preemptive or preferential rights of subscription to any shares of any class of capital stock of the Corporation.

          (b) Dividends and Distributions. When, as and if dividends or distributions are declared on outstanding shares of common stock, whether payable in cash, in property or in securities of the Corporation (other than shares of common stock), the holders of outstanding shares of Common Stock and Nonvoting Common Stock shall be entitled to share equally, share for share, in such dividends and distributions. If dividends or distributions are declared on outstanding shares of common stock that are payable in shares of, or in subscription or other rights to acquire shares of, common stock, such dividends shall be declared at the sane rate on the outstanding shares of Common Stock and the outstanding shares of Nonvoting Common Stock, but shall be payable only in shares or in subscription or other rights to acquire shares, as the case may be, of Common Stock to holders of outstanding shares of Common Stock and of Nonvoting Common Stock to holders of outstanding shares of Nonvoting Common Stock.

          (c) Liquidation. Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of outstanding shares of Common Stock and outstanding shares of Nonvoting Common Stock shall be entitled to share equally, share for share, in the assets of the Corporation to be distributed among the holders of shares of the common stock.

          (d) Conversion Rights. (1) Conversion of Nonvoting Common Stock. Upon the first to occur of the events described below (the “Conversion Events”), with respect to a share of Nonvoting Common Stock, such share of Nonvoting Common Stock shall immediately become convertible at the option of the holder thereof into one share of Common Stock. Conversion of such share of common stock shall be effected by surrender of such holder’s certificate representing such share of Nonvoting Common Stock accompanied by the written notice from such holder addressed to the Corporation requesting the conversion. Upon conversion, holders of converted shares of Nonvoting Common Stock will be issued certificates representing the full shares of Common Stock

9

to which they are entitled. A Conversion Event with respect to a share of Nonvoting Common Stock is (i) the transfer (or, in the case of a transfer pursuant to a registration statement filed with the Securities and Exchange Commission or Rule 144 under the Securities Act of 1933, as amended, the proposed transfer) of such share of Nonvoting Common Stock by the holder thereof to any transferee other than The Prudential Insurance Company of America (“Prudential”) or any corporation, partnership, joint venture or other similar entity of which Prudential owns, directly or indirectly, a majority of the voting stock or other voting interest, (ii) the merger or consolidation of the Corporation with or into any other corporation (except a subsidiary of the Corporation), or (iii) the sale of all or substantially all of the Corporation’s assets.

          (2) Stock Splits; Adjustments Etc. If the Corporation shall in any manner subdivide or combine the outstanding shares of Common Stock or Nonvoting Common Stock, as the case may be, the outstanding shares of Nonvoting Common Stock or Common Stock, as the case may require, shall be proportionately subdivided or combined, as the case may be.

          (3) Reservation. The Corporation will at all times reserve and keep available, out of its authorized but unissued shares or its treasury, shares of Common Stock solely for the purpose of issue upon exchange of the shares of Nonvoting Common Stock, as herein provided, such number of shares of Common Stock as shall be issuable (irrespective of the occurrence or nonoccurrence of any contingency) upon an exchange of all outstanding shares of Nonvoting Common Stock. The shares of Common Stock so issuable shall be, when so issued, duly authorized and validly issued and will be fully paid and nonassessable.

          (4) No Reissue. Shares of Nonvoting Common Stock that are exchanged for shares of Common Stock as provided in this Section 4.3 shall not be reissued.

          (5) No Charge. The issue of certificates evidencing shares of Common Stock upon exchange of shares of Nonvoting Common Stock shall be made without charge to the holders of such shares for any issue tax in respect thereof, or other cost incurred by the Corporation in connection with such exchange; provided, however, that the Corporation shall not be required to pay any tax that may be payable in respect of any transfer involving the issue and delivery of any certificate in a name other than that of the holder or former holder of the shares of Nonvoting Common Stock so exchanged.

10

          (e) Voting Rights. (1) In General. The holders of outstanding shares of Common Stock shall have the right to vote on all matters submitted to the stockholders of the Corporation. Except as otherwise provided by law or in this paragraph, holders of shares of Nonvoting Common Stock shall not have any right to vote on any matters to be voted on by the stockholders of the Corporation (including, without limitation, any election or removal of directors of the Corporation), and the shares of Nonvoting Common Stock shall not be included in determining the number of shares voting or entitled to vote on any such matters. Holders of shares of Nonvoting Common Stock, together with holders of shares of Common Stock (considered for this purpose as one class), shall be entitled to one vote per share on (i) any amendments or modifications to this Amended and Restated Certificate of Incorporation, (ii) any consolidation or merger of the Corporation with or into any other corporation or corporations requiring approval of the stockholders of the Corporation under applicable law, (iii) any sale of all or substantially all of the Corporation’s assets requiring approval of the stockholders of the Corporation under applicable law and (iv) any liquidation, dissolution or winding up of the Corporation.

          (2) Procedures at Meetings. At every meeting with respect to matters on which the holders of outstanding shares of Common Stock are entitled to vote, the holders of outstanding shares of Common Stock shall be entitled to one vote per share. At every meeting with respect to matters on which the holders of outstanding shares of Nonvoting Common Stock are entitled to vote as provided herein or by law, the holders of outstanding shares of Nonvoting Common Stock shall be entitled to one vote per share.

          SECTION 4.4. Stock Reclassification and Adjustment of Paid-in Capital. (a) Reclassification. Each share of Senior Preferred Stock issued and outstanding as of the opening of business on the date this Amended and Restated Certificate of Incorporation is filed with the Secretary of State of the State of Delaware shall remain outstanding. Each share of Class A Common Stock, Series A, par value $.0001 per share, issued as of the opening of business on the date this Amended and Restated Certificate of Incorporation is filed with the Secretary of State of the State of Delaware shall be converted into one-fifth of one share of Nonvoting Common Stock without further action by the Corporation or any stockholder thereof. Each share of Class A Common Stock, Series B, par value $.0001 per share, issued as of the opening of business on the date this Amended and Restated Certificate of Incorporation is filed with the Secretary of State of the State of Delaware shall be converted into one-fifth of one share of Nonvoting Common Stock without further action by the

11

Corporation or any stockholder thereof. Each share of Class B Common Stock, par value $.0001 per share, issued as of the opening of business on the date this Amended and Restated Certificate of Incorporation is filed with the Secretary of State of the State of Delaware shall be converted into one-fifth of one share of Common Stock without further action by the Corporation or any stockholder thereof. Each share of Class C Common Stock, par value $.0001 per share, issued as of the opening of business on the date this Amended and Restated Certificate of Incorporation is filed with the Secretary of State of the State of Delaware shall be converted into one-fifth of one share of Common Stock without further action by the Corporation or any stockholder thereof. Each share of Common Stock, par value $.0001 per share, issued as of the opening of business on the date this Amended and Restated Certificate of Incorporation is filed with the Secretary of State of the State of Delaware shall be converted into one-fifth of one share of Common Stock without further action by the Corporation or any stockholder thereof. No fractional shares shall be issued upon such conversion and any fractional shares that would otherwise be issuable upon such conversion shall, without further action, be cancelled.

          (b) Adjustment of Paid-in Capital. As a result of the reclassification of the Class A Common Stock (both Series A and Series B), the Class B Common Stock, the Class C Common Stock and the Common Stock of the Corporation, each having a par value of $.0001 per share, into Nonvoting Common Stock and Common Stock of the Corporation, each having a par value of $.01 per share, as more fully described in Section 4.4(a) above, there shall be a transfer in the books of account of the Corporation from surplus to paid-in capital in order to reflect the change in par value of the capital stock of the Corporation.

ARTICLE V

Certain Transactions

          SECTION 5.1. Validity of Certain Transactions. No contract or transaction between the Corporation and one or more of its directors, officers, or stockholders or between the Corporation and any person (as used herein “person” means any other corporation, partnership, association, firm, trust, joint venture, political subdivision, or instrumentality) or other organization in which one or more of its directors, officers, or stockholders are directors, officers, or stockholders, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or

12

participates in the meeting of the board or committee which authorizes the contract or transaction, or solely because his, her, or their votes are counted for such purpose, if: (i) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board of directions or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved, or ratified by the board of directors, a committee thereof, or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.

ARTICLE VI

Indemnification

          SECTION 6.1. Indemnification. (a) The Corporation shall indemnify any person who was, is, or is threatened to be made a party to a proceeding (as hereinafter defined) by reason of the fact that he or she (i) is or was a director or officer of the Corporation or (ii) while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, venture, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, to the fullest extent permitted under the Delaware General Corporation Law, as the same exists or may hereafter be amended. Such right shall be a contract right and as such shall run to the benefit of any director or officer who is elected and accepts the position of director or officer of the Corporation or elects to continue to serve as a director or officer of the Corporation while this Article Sixth is in effect. Any repeal or amendment of this Article Sixth shall be prospective only and shall not limit the rights of any such director or officer or the obligations of the Corporation with respect to any claim arising from or related to the services of such director or officer in any of the foregoing capacities prior to any such repeal or amendment to this

13

Article Sixth. Such right shall include the right to be paid by the Corporation expenses incurred in defending any such proceeding in advance of its final disposition to the maximum extent permitted under the Delaware General Corporation Law, as the same exists or may hereafter be amended. If a claim for indemnification or advancement of expenses hereunder is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim, and if successful in whole or in part, the claimant shall also be entitled to be paid the expenses of prosecuting such claim. It shall be a defense to any such action that such indemnification or advancement of costs of defense is not permitted under the Delaware General Corporation Law, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its board of directors or any committee thereof, independent legal counsel, or stockholders) to have made its determination prior to the commencement of such action that indemnification of, or advancement of costs of defense to, the claimant is permissible in the circumstances nor an actual determination by the Corporation (including its board of directors or any committee thereof, independent legal counsel, or stockholders) that such indemnification or advancement is not permissible shall be a defense to the action or create a presumption that such indemnification or advancement is not permissible. In the event of the death of any person having a right of indemnification under the foregoing provisions, such right shall inure to the benefit of his or her heirs, executors, administrators, and personal representatives. The rights conferred above shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, bylaw, resolution of stockholders or directors, agreement, or otherwise.

          (b) The Corporation may additionally indemnify any employee or agent of the Corporation to the fullest extent permitted by law.

          (c) As used herein, the term “proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, any appeal in such an action, suit, or proceeding, and any inquiry or investigation that could lead to such an action, suit, or proceeding.

14

     IN WITNESS WHEREOF, the undersigned has duly executed this Amended and Restated Certificate of Incorporation on the 25^th day of June, 1992.

/s/ Russell B. Klein

Name: Russell B. Klein  

Title: Vice President 

ATTEST:

/s/ Nelson A. Bangs Nelson A. Bangs, Secretary

15

EX-3.89

Exhibit 3.89

PAGE 1

State of Delaware

Office of the Secretary of State

     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF MERGER, WHICH MERGES:

     “DR PEPPER/SEVEN-UP CORPORATION”, A DELAWARE CORPORATION,

     WITH AND INTO “DR PEPPER/SEVEN-UP COMPANIES, INC.” UNDER THE NAME OF “DR PEPPER/CADBURY NORTH AMERICA, INC. “ A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE TWENTY-EIGHTH DAY OF DECEMBER, A.D.1995, AT 11:30 O’CLOCK A.M.

		/s/ Edward J. Freel
2099389  8100M 950310833		Edward J. Freel, Secretary of State AUTHENTICATION:        7770751                          DATE:         12-28-95

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 11:30 AM 12/28/1995

950310286 – 2157393

CERTIFICATE OF MERGER MERGING
DR PEPPER/SEVEN-UP CORPORATION WITH AND
INTO DR PEPPER/SEVEN-UP COMPANIES, INC.

     DR PEPPER/SEVEN-UP CORPORATION, a Delaware corporation (“DP/SU”), and DR PEPPER/ SEVEN-UP COMPANIES, INC., a Delaware corporation (the “Corporation”), DO HEREBY CERTIFY AS FOLLOWS:

     FIRST: That DP/SU was originally incorporated on August 20, 1986 pursuant to the General Corporation Law of the State of Delaware (the “General Corporation Law”), and is a direct, wholly-owned subsidiary of the Corporation.

     SECOND: That the Corporation was originally incorporated on April 11, 1988 pursuant to the General Corporation Law, and filed a Restated Certificate of Incorporation on June 25, 1992.

     THIRD: That the Agreement and Plan of Merger, dated as of December 27, 1995 (the “Merger Agreement”), between DP/SU and the Corporation, has been approved, adopted, certified, executed and acknowledged by each of DP/SU and the Corporation in accordance with Section 251 of the General Corporation Law.

     FOURTH: That the Corporation shall be the surviving corporation (the “Surviving Corporation”).

     FIFTH: That ARTICLE I of the Restated Certificate of Incorporation of the Corporation be amended to change the name of the Corporation to “Dr Pepper/Cadbury North America, Inc.”

     SIXTH: That an executed copy of the Merger Agreement is on file at the principal place of business of the Surviving Corporation at the following address:

Dr Pepper/Seven-Up Companies, Inc.
8144 Walnut Hill Lane
Dallas, Texas 75231-4372
Attention: Secretary

     SEVENTH: That a copy of the Merger Agreement will be furnished by the Surviving Corporation, on request, and without cost, to any stockholder of DP/SU or the Corporation.

     EIGHTH: That the merger of DP/SU into the Corporation, as described in the Merger Agreement, be effective as of December 31,1995.

     IN WITNESS WHEREOF, THE CORPORATION has caused this Certificate of Merger to be signed by Nelson A. Bangs, its Vice President and Secretary, as of this 27th day of December, 1995.

DR PEPPER/SEVEN-UP COMPANIES, INC.
By:	/s/ Nelson A. Bangs
	Nelson A. Bangs
	Vice President and Secretary

EX-3.90

Exhibit 3.90

PAGE 1

State of Delaware

Office of the Secretary of State

     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “DR PEPPER/CADBURY NORTH AMERICA, INC.”, CHANGING ITS NAME FROM “DR PEPPER/CADBURY NORTH AMERICA, INC. “ TO “DR PEPPER/SEVEN UP, INC.”, FILED IN THIS OFFICE ON THE SEVENTH DAY OF AUGUST, A.D. 1996, AT 1:30 O’CLOCK P.M.

     A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.

		/s/ Edward J. Freel
2157393  8100 960230541		Edward J. Freel, Secretary of State AUTHENTICATION:        8059591                          DATE:         08-08-96

CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

* * * * *

     Dr Pepper/Cadbury North America, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Restated Certificate of Incorporation of said corporation:

RESOLVED, that the Restated Certificate of Incorporation of Dr Pepper/Cadbury North America, Inc. be amended by changing the First Article thereof so that, as amended, said Article shall be and read as follows:

THE NAME OF THE CORPORATION IS DR PEPPER/SEVEN UP, INC.

SECOND:	That in lieu of a meeting and vote of the sole stockholder, the sole stockholder has given its written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.
THIRD:	That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.
FOURTH:	That this Certificate of Amendment of the Restated Certificate of Incorporation shall be effective on July 31,1996.

     IN WITNESS WHEREOF, said Dr Pepper/Cadbury North America, Inc. has caused this certificate to be signed by Nelson A, Bangs, its Senior Vice President and Secretary, this Thirty-First day of July, 1996.

Dr Pepper/Cadbury North America, Inc.
By:	/s/ Nelson A. Bangs
	Nelson A. Bangs, Senior Vice President & Secretary

(DE – 0387 – 9/12/94)

EX-3.91

Exhibit 3.91

PAGE 1

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “DR PEPPER/SEVEN UP, INC. ”, FILED IN THIS OFFICE ON THE TWENTY-SECOND DAY OF DECEMBER, A. D. 2006, AT 2:09 O’CLOCK P.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

		/s/ Harriet Smith Windsor
2157393      8100		Harriet Smith Windsor, Secretary of State AUTHENTICATION: 5310190
061181188		DATE: 12-27-06

State of Delaware
Secretary of State
Division of Corporations
Delivered 02:21 PM 12/22/2006
FILED 02:09 PM 12/22/2006
SRV 061181188 – 2157393 FILE

CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

OF

DR PEPPER/SEVEN UP, INC.

          Dr Pepper/Seven Up, Inc., a Delaware corporation (the “Corporation”), hereby certifies that the amendment set forth below to the Corporation’s Restated Certificate of Incorporation was duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware:

FIRST: Article IV is amended to read in its entirety as follows:

“ARTICLE IV

Capital Stock

     The total number of shares of all classes of stock that the Corporation shall have authority to issue is 1,000, all of which shall be shares of Common Stock, par value $.01 per share. Any shares of Common Stock repurchased by the Corporation shall thereupon immediately be retired and canceled, shall be prohibited from being reissued and shall be eliminated from the authorized shares of Common Stock the Corporation has authority to issue.”

          IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by its duly authorized officer, on this 18 day of December, 2006.

DR PEPPER/SEVEN UP, INC.
By: Name:	/s/ James L. Baldwin James L. Baldwin
Office:	Executive Vice President & Secretary

EX-3.92

Exhibit 3.92

PAGE 1     

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF RETIREMENT OF “DR PEPPER/SEVEN UP, INC. “, FILED IN THIS OFFICE ON THE THIRD DAY OF JANUARY, A.D. 2007, AT 4:34 O’CLOCK P.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

2157393      8100

070006738

/s/ Harriet Smith Windsor Harriet Smith Windsor, Secretary of State

AUTHENTICATION: 5324868

             DATE:  01-03-07        

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:34 PM 01/03/2007

FILED 04:34 PM 01/03/2007

SRV 070006738 – 2157393 FILE

CERTIFICATE OF RETIREMENT
OF SHARES OF COMMON STOCK
OF
DR PEPPER/SEVEN UP, INC

Pursuant to Section 243(b) of the General Corporation Law
of the State of Delaware

     Dr Pepper/Seven Up, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

     1. The Board of Directors of the Corporation has adopted resolutions providing for the repurchase, retirement and cancellation of 22 shares (the “Shares”) of common stock, par value $.01 per share, of the Corporation (the “Common Stock”), which were, prior to such repurchase, retirement and cancellation, issued and outstanding shares of Common Stock.

     2. The Shares have been repurchased, retired, and canceled.

     3. The Restated Certificate of Incorporation of the Corporation (as the same has been amended, the “Certificate of Incorporation”), prohibits the reissuance of shares of Common Stock which are otherwise repurchased by the Corporation, and requires that upon any repurchase of shares of Common Stock by the Corporation the shares of Common Stock so repurchased be immediately retired and canceled and eliminated from the authorized shares of Common Stock the Corporation has authority to issue.

     4. Pursuant to the provisions of Section 243(b) of the General Corporation Law of the State of Delaware, upon the effective time of this Certificate of Retirement, the Certificate of Incorporation shall be amended so as to reduce the authorized number of shares of Common Stock, which the Corporation has authority to issue by 22.

     5. The authorized number of shares of Common Stock which shall remain is 978.

     IN WITNESS WHEREOF, the Corporation has caused this Certificate of Retirement to be executed this 2nd day of January, 2007.

DR PEPPER/SEVEN UP, INC.
By:	/s/ James L. Baldwin
Name: James L. Baldwin
Title: Executive Vice President & Secretary

EX-3.93

Exhibit 3.93

AMENDED AND RESTATED BYLAWS
OF
DR PEPPER/SEVEN UP, INC.
(a Delaware corporation)

ARTICLE I
Meetings of Shareholders

     Section 1. Place of Meetings and Meetings by Telephone. Meetings of Shareholders shall be held at any place as designated by the Directors. In the absence of any such designation, meetings of Shareholders shall be held at the principal place of business of the Company. Any meeting of the Shareholders may be held by conference telephone or similar communication equipment so long as all Shareholders participating in the meeting are present within the United States, all such Shareholders can hear one another, and all Shareholders participating by telephone or similar communication equipment shall be deemed to be present in person at the meeting.

     Section 2. Call of Meetings. An annual meeting of the Shareholders, for the election of Directors to succeed those whose terms expire and for the transaction of such other business may properly come before the meeting, shall be held on such date and at such time as the Board of Directors shall each year fix, which date shall be within thirteen months subsequent to the date of formation of the Company or the last annual meeting of Shareholders. In addition, meetings of the Shareholders may be called at any time by the Directors or by the President for the purpose of taking action upon any matter requiring the vote or authority of the Shareholders as provided herein or upon any other matter as to which such vote or authority is deemed by the Directors to be necessary or desirable. Meetings of the Shareholders to act on any matter upon which Shareholders may vote as provided in the Delaware General Corporation Law (the “Act”) shall be called promptly by the Directors upon the written request of a majority in interest of the Shareholders.

     Section 3. Notice of Meetings of Shareholders. All notices of meetings of Shareholders shall be sent or otherwise given in accordance with Section 4 of this Article I not less then ten (10) nor more than sixty (60) days before the date of the meeting. The notice shall specify (i) the place, date and hour of the meeting and (ii) the general nature of the business to be transacted.

     Section 4. Manner of Giving Notice. Notice of any meeting of Shareholders shall be given personally or by telephone to each Shareholder or sent by first class mail, by telegram, e-mail or telecopy (or similar electronic means) or by a nationally recognized overnight courier, charges prepaid, addressed to the Shareholder at the address of that Shareholder appearing on the books of the Company or given by the Shareholder to the Company for the purpose of notice. Notice shall be deemed to have been given at the time when delivered either personally or by telephone, or at the time when deposited in the mail or with a

nationally recognized overnight courier, or when receipt is confirmed (including electronically) when sent by telegram, e-mail or telecopy (or similar electronic means).

     Section 5. Adjourned Meeting; Notice. Any meeting of Shareholders, whether or not a quorum is present, may be adjourned from time to time by the vote of the holders of a majority of the shares represented at that meeting, either in person or by proxy. When any meeting of Shareholders is adjourned to another time or place, notice need not be given of the adjourned meeting, unless a new record date of the adjourned meeting is fixed or unless the adjournment is for more than thirty (30) days from the date set for the original meeting, in which case the Directors shall set a new record date and shall give notice in accordance with the provisions of Sections 3 and 4 of this Article I. At any adjourned meeting, the Company may transact any business that might have been transacted at the original meeting.

     Section 6. Quorum; Voting. At any meeting of the Shareholders, a majority in interest of the Shareholders, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of Shareholders holding a higher number of shares is required by these Bylaws or applicable law. Except as otherwise required by applicable law, all matters shall be determined by a majority in interest of the Shareholders.

     Section 7. Waiver of Notice by Consent of Absent Shareholders. The transactions of a meeting of Shareholders, however called and noticed and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice if a quorum is present either in person or by proxy and if either before or after the meeting, each person entitled to vote who was not present in person or by proxy signs a written waiver of notice or a consent to a holding of the meeting or an approval of the minutes. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any meeting of Shareholders. Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting if that objection is expressly made at the beginning of the meeting.

     Section 8. Shareholder Action by Written Consent Without a Meeting. Any action that may be taken at any meeting of Shareholders (including any annual meeting of Shareholders) may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by a majority in interest of the Shareholders (or Shareholders holding such higher number of shares as is required to authorize or take such action under the terms of these Bylaws or applicable law); provided, however, that such consent shall be executed within the United States. Any such written consent may be executed and given by telecopy or similar electronic means. Such consents shall be filed with the Secretary of the Company and shall be maintained in the Company’s records. Every written consent shall bear the date of signature of each Shareholder who signs the consent and no written consent shall be effective to take the Company action referred to therein unless, within sixty (60) days of the date the earliest dated consent is delivered to the Company, a written consent or consents signed by holders of a sufficient number of shares to take the subject action are properly delivered to the Company.

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     Section 9. Record Date for Shareholder Notice, Voting and Giving Consents.

     (a) For purposes of determining the Shareholders entitled to vote or act at any meeting or adjournment thereof, the Directors may fix in advance a record date which shall not be greater than sixty (60) days nor fewer than ten (10) days before the date of any such meeting. If the Directors do not so fix a record date, the record date for determining Shareholders entitled to notice of or to vote at a meeting of Shareholders shall be at the close of business on the business day immediately preceding the day on which notice is given, or if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

     (b) The record date for determining Shareholders entitled to give consent to action in writing without a meeting, (i) when no prior action of the Directors has been taken, shall be the day on which the first written consent is given, or (ii) when prior action of the Directors has been taken, shall be (x) such date as determined for that purpose by the Directors, which record date shall not precede the date upon which the resolution fixing it is adopted by the Directors and shall not be more than ten (10) days after the date of such resolution, or (y) if no record date is fixed by the Directors the record date shall be the close of business on the day on which the Directors adopt the resolution relating to that action.

     (c) Only Shareholders of record on the record date as herein determined shall have any right to vote or to act at any meeting or give consent to any action relating to such record date, provided that no Shareholder who transfers all or part of such Shareholder’s shares after a record date (and no transferee of such shares) shall have the right to vote or act with respect to the transferred shares as regards the matter for which the record date was set.

     Section 10. Proxies. Every Shareholder entitled to vote or act on any matter at a meeting of Shareholders shall have the right to do so either in person or by proxy, provided that an instrument authorizing such a proxy to act is executed by the Shareholder in writing and dated not more than three (3) years before the meeting, unless the instrument specifically provides for a longer period. A proxy shall be deemed executed by a Shareholder if the Shareholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the Shareholder or the Shareholder’s attorney-in-fact. A valid proxy that does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it before the vote pursuant to that proxy by a writing delivered to the Company stating that the proxy is revoked, by a subsequent proxy executed by the person who executed the earlier proxy or by attendance at the meeting and voting in person by the person who executed the earlier proxy or (ii) written notice of the death or incapacity of the maker of that proxy is received by the Company before the vote pursuant to that proxy is counted. A proxy purporting to be executed by the person who executed that proxy or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger.

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ARTICLE II
Directors and Meetings of Directors

     Section 1. Powers.

     (a) Subject to the delegation of rights and powers as provided for herein, the Board of Directors shall have the sole right to manage the business of the Company and shall have all powers and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the Company. No Shareholder, by reason of its status as such, shall have any authority to act for or bind the Company or otherwise take part in the management of the Company, but shall have only the right to vote on or approve the actions specified herein or in the Delaware Act (or hereafter specified by the Board of Directors) to be voted on or approved or determined by the Shareholders. At any time that there is only one Shareholder, any and all action provided for herein to be taken or approved by the “Shareholders” shall be taken or approved by the sole Shareholder.

     (b) The Company shall have such officers as are provided for herein, and such officers shall be elected and removed in accordance with these Bylaws. The Board of Directors may appoint, employ, or otherwise contract with such other persons or entities for the transaction of the business of the Company or the performance of services for or on behalf of the Company as it shall determine in its sole discretion. The Board of Directors may delegate to any officer of the Company or to any such other person or entity such authority to act on behalf of the Company as the Board of Directors may from time to time deem appropriate in its sole discretion (which delegated authority may be set forth in the Bylaws, in resolutions adopted by the Board or otherwise as determined by the Board). The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Board of Directors.

     (c) Except as otherwise provided by the Board of Directors or in these Bylaws, when the taking of any of the following described actions has been authorized by the Board of Directors, any Director or officer of the Company, or any other person specifically authorized by the Board of Directors, may execute any contract or other agreement or document on behalf of the Company and may execute on behalf of the Company and file with the Secretary of State of the State of Delaware any certificates or filings provided for in the Delaware Act.

     Section 2. Number of Directors. The Board of Directors shall consist of three (3) Directors or such other number as the Board of Directors shall determine.

     Section 3. Vacancies. Vacancies in the authorized number of Directors from whatever cause shall be filled by the remaining Directors, or, if there be none, by the Shareholders. Directors shall serve for a term of one (1) year and thereafter until their respective successors are duly elected by the Shareholders or until their earlier death, retirement, incapacity or removal. Directors can be removed with or without cause by a vote of the Shareholders. Determinations to be made by the Directors in connection with the conduct of the business of the Company shall be made in the manner provided in these Bylaws, unless otherwise specifically provided herein.

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     Section 4. Place of Meetings and Meetings by Telephone. All meetings of the Directors may be held at any place within the United States that has been designated from time to time by resolution of the Directors. In the absence of such a designation, regular meetings shall be held at the principal place of business of the Company. Any meeting, regular or special, may be held by conference telephone or similar communication equipment so long as all Directors participating in the meeting can hear one another and all of the Directors are participating in such meeting within the United States. All Directors participating by telephone or similar communication equipment shall be deemed to be present in person such meeting.

     Section 5. Regular Meetings. Regular meetings of the Directors shall be held at such times and at such places within the United States as shall be fixed by unanimous approval of the Directors. Such regular meetings may be held without notice.

     Section 6. Special Meetings. Special meetings of the Directors for any purpose or purposes may be called at any time by any Director, the Chairman or by the President; provided, however, that all special meetings shall be held within the United States. Notice of the time and place of a special meeting shall be delivered personally or by telephone to each Director and sent by first-class mail, by telegram, e-mail or telecopy (or similar electronic means) or by nationally recognized overnight courier, charges prepaid, addressed to each Director at that Director’s address as it is shown on the records of the Company. In case the notice is mailed, it shall be deposited in the United States mail at least five (5) calendar days before the time of the holding of the meeting, In case the notice is delivered personally or by telephone or by telegram, e-mail, telecopy (or similar electronic means) or overnight courier, it shall be given at least two (2) calendar days before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the Director or to a person at the office of the Director who the person giving the notice has reason to believe will promptly communicate it to the Director. The notice need not specify the purpose of the meeting.

     Section 7. Quorum. A majority of the authorized number of Directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 9 of this Article II. Every act or decision done or made by the affirmative vote of a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Directors, except to the extent that the vote of a higher number of Directors is required by these Bylaws or applicable law.

     Section 8. Waiver of Notice. Notice of any meeting need not be given to any Director who either before or after the meeting signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the records of the Company or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any Director who attends the meeting without protesting before or at its commencement the lack of notice to that Director.

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     Section 9. Adjournment. A majority of the Directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given unless the meeting is adjourned for more than forty-eight (48) hours, in which case notice of the time and place shall be given before the time of the adjourned meeting in the manner specified in Section 6 of this Article II.

     Section 10. Action Without a Meeting. Any action to be taken by the Directors at a meeting may be taken without such meeting by the written consent of a majority of the Directors then in office (or such higher number of Directors as is required to authorize or take such action under the terms of these Bylaws or applicable law); provided, however, that such consent shall be executed within the United States. Any such written consent may be executed and given by telecopy or similar electronic means. Such written consents shall be filed with the minutes of the proceedings of the Directors. If any action is so taken by the Directors by the written consent of less than all of the Directors, prompt notice of the taking of such action shall be furnished to each Director who did not execute such written consent, provided that the effectiveness of such action shall not be impaired by any delay or failure to furnish such notice.

     Section 11. Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in a resolution of the Board, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and the affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have power or authority in reference to (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by law to be submitted to stockholders for approval, or (ii) adopting, amending or repealing these Bylaws.

ARTICLE III
Officers

     Section 1. Officers. The officers of the Company shall be a Chairman, a President, one or more Vice Presidents, a Secretary and a Treasurer. The Company may also have, at the discretion of the Directors, such other officers as may be appointed in accordance with the provisions of Section 3 of this Article III. Any number of offices may be held by the same person. Each of the officers of the Company may but need not be a Director.

     Section 2. Election of Officers. The officers of the Company, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article III, shall be chosen by the Directors, and each shall serve at the pleasure of the Directors. The appointment of officers shall be considered by the Directors at their first meeting after every annual election of Directors by the Shareholders.

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     Section 3. Subordinate Officers. The Directors may appoint and may empower the Chairman or the President to appoint such other officers as the business of the Company may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as the Directors (or, to the extent the power to prescribe authorities and duties of subordinate officers is delegated to him, the Chairman or the President) may from time to time determine.

     Section 4. Removal and Resignation of Officers. Any officer may be removed, with or without cause, by the Directors at any regular or special meeting of the Directors or by such officer, if any, upon whom such power of removal may be conferred by the Directors. Any officer may resign at any time by giving written notice to the Company. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and unless otherwise specified in notice of a resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a party.

     Section 5. Vacancies in Offices. A vacancy in any office because of death, resignation, removal, disqualification or other cause shall be filled in the manner prescribed in these Bylaws for regular appointment to that office. The Chairman or the President may make temporary appointments to a vacant office pending action by the Directors.

     Section 6. President. The President shall be the chief executive officer of the Company and shall, subject to the control of the Directors, have general supervision, direction and control of the business and the officers of the Company. He or she shall have the general powers and duties of management usually vested in the office of President of a corporation and shall have such other powers and duties as may be prescribed by the Directors or these Bylaws.

     Section 7. Vice Presidents. In the absence or disability of the President, the Vice Presidents, in order of their rank as fixed by the Directors, shall perform all the duties of the President and when so acting shall have all powers of and be subject to all the restrictions upon the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Directors, the Chairman or the President or by these Bylaws.

     Section 8. Secretary. The Secretary shall keep or cause to be kept at the principal place of business of the Company or such other place as the Directors may direct a book of minutes of all meetings and actions of Directors, committees or other delegates of Directors and Shareholders with the time and place of holding, whether regular or special, and if special, how authorized, the notice given, the names of those present at Directors’ meetings or committee or other delegate meetings, the number of shares present or represented at meetings of Shareholders and the proceedings. The Secretary shall keep or cause to be kept at the principal place of business of the Company, a register or a duplicate register showing the names of all Shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, if any, and the number and date of cancellation of every certificate surrendered for cancellation. The Secretary shall give or cause to be given notice of all meetings of the Shareholders and of the Directors (or committees or other delegates thereof) required to be given by these Bylaws or by applicable law and shall have such other powers and

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perform such other duties as may be prescribed by the Directors, the Chairman or the President or by these Bylaws.

     Section 9. Treasurer. The Treasurer shall keep and maintain or cause to be kept and maintained adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of the assets, liabilities, receipts, disbursements, gains, losses, capital and retained earnings the Company. The books of account shall at all reasonable times be open to inspection by any Director. The Treasurer shall deposit all monies and other valuables in the name and to the credit of the Company with such depositaries as may be designated by the Directors. He or she shall disburse the funds of the Company as may be ordered by the Directors, shall render to the Chairman, the President and Directors, whenever they request it, an account of all of his or her transactions as chief financial officer and of the financial condition of the Company and shall have other powers and perform such other duties as may be prescribed by the Directors, the Chairman or the President or these Bylaws.

ARTICLE IV
Limitation on Liability; Standard of Care; Indemnification of Directors, Officers, Employees and Agents

     Section 1. Limitation of Liability. The debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Shareholder, Director or officer of the Company shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Shareholder, Director and/or officer.

     Section 2. Standard of Care; Indemnification of Directors, Officers, Employees and Agents.

     (a) The Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that the person is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

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     (b) The Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Company and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

     (c) To the extent that a present or former director or officer of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this Section 2, or in defense of any claim, issue or matter therein, the Company shall indemnify such person against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

     (d) Any indemnification under subsections (a) and (b) of this Section 2 (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this Section 2. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (iv) by the Shareholders.

     (e) Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Company as authorized in this Section 2. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Company deems appropriate.

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     (f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this Section 2 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of Shareholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

     (g) The Company shall purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Company would have the power to indemnify such person against such liability under this Section 2.

     (h) The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 2 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

     (i) The provisions of this Section 2 are intended to provide for the broadest rights and protections afforded to directors, officers, employees or agents under the Delaware Act as of the date hereof. If, after the date hereof, any law shall be enacted which expands the authority of the Company under the Delaware Act to indemnify the directors, officers, employees or agents of the Company, the Company shall indemnify the directors, officers, employees or agents of the Company to the fullest extent provided by the Delaware Act, as amended.

ARTICLE V
Records and Reports

     Section 1. Maintenance and Inspection of Shareholder Registrar. The Company shall maintain at its principal place of business a record of its Shareholders, giving the names and addresses of all Shareholders and the number and class of shares held by each Shareholder. Subject to such reasonable standards (including standards governing what information and documents are to be furnished and at whose expense) as may be established by the Directors from time to time, each Shareholder has the right, to obtain from the Company from time to time upon reasonable demand for any purpose reasonably related to the Shareholder’s interest as a Shareholder of the Company a record of the Company’s Shareholders.

     Section 2. Maintenance and Inspection of Bylaws. The Company shall keep at its principal place of business the original or a copy of these Bylaws as amended to date, which shall be open to inspection by the Shareholders at all reasonable times during office hours.

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     Section 3. Maintenance and Inspection of Other Records. The accounting books and records, minutes of proceedings of the Shareholders and the Directors and any committees or delegates of the Directors and all other information pertaining to the Company that is required to be made available to the Shareholders under the Delaware Act shall be kept at such place or places designated by the Directors or in the absence of such designation, at the principal place of business of the Company. The minutes shall be kept in written form and the accounting books and records and other information shall be kept either in written form or in any other form capable of being converted into written form. The books of account and records of the Company shall be maintained in accordance with generally accepted accounting principles consistently applied during the term of the Company, wherein all transactions, matters and things relating to the business and properties of the Company shall be currently entered. Subject to such reasonable standards (including standards governing what information and documents are to be furnished and at whose expense) as may be established by the Directors from time to time, minutes, accounting books and records and other information shall be open to inspection upon the written demand of any Shareholder at any reasonable time during usual business hours for a purpose reasonably related to the Shareholder’s interests as a Shareholder. Any such inspection may be made in person or by an agent or attorney and shall include the right to copy and make extracts. Notwithstanding the foregoing, the Directors shall have the right to keep confidential from Shareholders for such period of time as the Directors deem reasonable, any information which the Directors reasonably believe to be in the nature of trade secrets or other information the disclosure of which the Directors in good faith believe is not in the best interests of the Company or could damage the Company or its business or which the Company is required by law or by agreement with a third party to keep Confidential.

     Section 4. Inspection by Directors. Every Director shall have the right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Company for a purpose reasonably related to his position as Director. This inspection by a Director may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.

ARTICLE VI
General Matters

     Section 1. Certificates. Each Shareholder shall be entitled to a certificate signed by, or in the name of the Company by, the President or a Vice President. Any and all of the signatures on the certificate may be by facsimile. Transfers of shares shall be made only upon the transfer books of the Company kept at an office of the Company or transfer agents designated to transfer shares in the Company. Except where a certificate is issued with respect to a lost, stolen or destroyed certificate, an outstanding certificate for the number of shares to be transferred shall be surrendered for cancellation before a new certificate is issued therefor. The issue, transfer, conversion and registration of certificate shall be governed by such other regulations as the Directors may from time to time establish.

     Section 2. Checks, Drafts, Evidence of Indebtedness. The persons from time to time holding the position of Chairman, President, Vice President, Secretary, Treasurer or controller (if any) of the Company, acting by written instrument signed by any two of them, are hereby authorized (i) to open or close any bank account or investment account of the Company,

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(ii) to designate the use of any such account, (iii) to grant authority to any person or combination of persons to sign checks, by manual or facsimile signature or to issue oral, wire or written instructions for the withdrawal of funds from, or other action with respect to, any such account, (iv) to revoke the authority of any person or persons to sign checks or to issue instructions, (v) to establish a maximum amount as to which any person or combination of persons shall be authorized to sign checks or issue instructions, and (vi) to take all further actions, and to execute and deliver all such further instructions and documents, in the name and on behalf of the Company, as in their judgment shall be necessary, proper or advisable in connection with the foregoing matters. Any resolution supplied by a financial institution or investment company and approved and executed by any two of the officers designated in this Section 2 of this Article VI shall be deemed resolutions duly adopted by the Board of Directors and shall be filed with the minutes of meetings of Directors.

     Section 3. Contracts and Instruments; How Executed. The Directors, except as otherwise provided in these Bylaws, may authorize any Director(s), officer(s) or agent(s) to enter into any contract or execute any instrument in the name of and on behalf of the Company and this authority may be general or confined to specific instances; and unless so authorized or ratified by the Directors or within the agency power of an officer (or otherwise specified in these Bylaws), no Shareholder, officer, agent, or employee shall have any power or authority to bind the Company by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

     Section 4. Representation of Shares of Other Entities Held by Company. The President or any Vice President or any other person authorized by the Directors or by any of the foregoing designated officers, is authorized to vote or represent on behalf of the Company any and all shares of any corporation, partnership, trust, limited liability company or other entities, foreign or domestic, standing in the name of the Company. The authority granted may be exercised in person or by a proxy duly executed by such designated person.

     Section 5. Seal. The Directors may approve and adopt an official Company seal, which may be altered by them at any time. Unless otherwise required by the Directors, any seal so adopted shall not be necessary to be placed on, and its absence shall not impair the validity of, any document, instrument or other paper executed and delivered by or on behalf of the Company.

     Section 6. Fiscal Year. The fiscal year of the Company shall be fixed by resolution of the Board of Directors.

     Section 7. Reliance Upon Books, Reports and Records. Each Director, each Shareholder of any committee designated by the Board of Directors, and each officer of the Company shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Company and upon such information, opinions, reports or statements presented to the Company by any of its officers or employees, or committees of the Board of Directors so designated, or by any other person as to matters which such manager or committee Shareholder reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company.

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ARTICLE VII
Amendments

     Section 1. Amendment. These Bylaws may be restated, amended, supplemented or repealed only by unanimous vote of the Directors or unanimous vote of the Shareholders.

Effective as of April 21, 2008

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EX-3.94

Exhibit 3.94

PAGE 1

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “HIGH RIDGE INVESTMENTS US, INC.”, FILED IN THIS OFFICE ON THE ELEVENTH DAY OF APRIL, A.D. 2008, AT 12:01 O’CLOCK P.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

		/s/ Harriet Smith Windsor
		Harriet Smith Windsor, Secretary of State
			AUTHENTICATION:	6517731
4532639  8100			DATE:	04-11-08
080418582

You may verify this certificate online
at corp. delaware. gov/authver.shtml

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:10 PM 04/11/2008

FILED 12:01 PM 04/11/2008

SRV 080418582 — 4532639 FILE

CERTIFICATE OF INCORPORATION

OF

HIGH RIDGE INVESTMENTS US, INC.

April 11, 2008

     The undersigned sole incorporator, for the purpose of incorporating or organizing a corporation under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that:

     FIRST: The name of the corporation (hereinafter the “Corporation”) is High Ridge Investments US, Inc.

     SECOND: The registered office of the Corporation is to be located at 1209 Orange Street, in the City of Wilmington, in the County of New Castle, in the State of Delaware. The name of its registered agent at that address is The Corporation Trust Company.

     THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the DGCL.

     FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 1,000 shares of common stock, par value $.01 per share.

     FIFTH: The name and mailing address of the incorporator are as follows:

Name	Address
Esther K. Kim	Morgan, Lewis & Bockius LLP
	101 Park Avenue
	New York, New York 10178

     SIXTH: Unless and except to the extent that the Bylaws of the Corporation shall so require, the directors of the Corporation need not be elected by written ballot.

     SEVENTH: In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors of the Corporation is expressly authorized to make, alter and repeal the Bylaws of the Corporation, subject to the power of the stockholders of the Corporation to alter or repeal any Bylaw whether adopted by them or otherwise.

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     EIGHTH: No director shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except (i) for any breach of the duty of loyalty of such director to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which such director derives an improper personal benefit. If the DGCL is amended after the filing of this Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. No amendment, alteration or repeal of this Article EIGHTH shall adversely affect any right of, or protection afforded to, a director of the Corporation existing immediately prior to such repeal or modification.

     NINTH: Except as provided herein, from time to time any of the provisions of this Certificate of Incorporation may be amended, altered or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the Corporation by this Certificate of Incorporation are granted subject to the provisions of this Article NINTH.

[Signature page follows.]

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     IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Incorporation as of the date first written above.

/s/ Esther K. Kim  

Esther K. Kim  

Sole Incorporator 

[Signature Page to Certificate of Incorporation]

EX-3.95

Exhibit 3.95

BYLAWS
OF
HIGH RIDGE INVESTMENTS US, INC.
(a Delaware corporation)

ARTICLE I
Meetings of Shareholders

          Section 1. Place of Meetings and Meetings by Telephone. Meetings of Shareholders shall be held at any place as designated by the Directors. In the absence of any such designation, meetings of Shareholders shall be held at the principal place of business of the Company. Any meeting of the Shareholders may be held by conference telephone or similar communication equipment so long as all Shareholders participating in the meeting are present within the United States, all such Shareholders can hear one another, and all Shareholders participating by telephone or similar communication equipment shall be deemed to be present in person at the meeting.

          Section 2. Call of Meetings. An annual meeting of the Shareholders, for the election of Directors to succeed those whose terms expire and for the transaction of such other business may properly come before the meeting, shall be held on such date and at such time as the Board of Directors shall each year fix, which date shall be within thirteen months subsequent to the date of formation of the Company or the last annual meeting of Shareholders. In addition, meetings of the Shareholders may be called at any time by the Directors or by the President for the purpose of taking action upon any matter requiring the vote or authority of the Shareholders as provided herein or upon any other matter as to which such vote or authority is deemed by the Directors to be necessary or desirable. Meetings of the Shareholders to act on any matter upon which Shareholders may vote as provided in the Delaware General Corporation Law (the “Act”) shall be called promptly by the Directors upon the written request of a majority in interest of the Shareholders.

          Section 3. Notice of Meetings of Shareholders. All notices of meetings of Shareholders shall be sent or otherwise given in accordance with Section 4 of this Article I not less then ten (10) nor more than sixty (60) days before the date of the meeting. The notice shall specify (i) the place, date and hour of the meeting and (ii) the general nature of the business to be transacted.

          Section 4. Manner of Giving Notice. Notice of any meeting of Shareholders shall be given personally or by telephone to each Shareholder or sent by first class mail, by telegram, e-mail or telecopy (or similar electronic means) or by a nationally recognized overnight courier, charges prepaid, addressed to the Shareholder at the address of that Shareholder appearing on the books of the Company or given by the Shareholder to the Company for the purpose of notice. Notice shall be deemed to have been given at the time when delivered either personally or by telephone, or at the time when deposited in the mail or with a

nationally recognized overnight courier, or when receipt is confirmed (including electronically) when sent by telegram, e-mail or telecopy (or similar electronic means).

          Section 5. Adjourned Meeting; Notice. Any meeting of Shareholders, whether or not a quorum is present, may be adjourned from time to time by the vote of the holders of a majority of the shares represented at that meeting, either in person or by proxy. When any meeting of Shareholders is adjourned to another time or place, notice need not be given of the adjourned meeting, unless a new record date of the adjourned meeting is fixed or unless the adjournment is for more than thirty (30) days from the date set for the original meeting, in which case the Directors shall set a new record date and shall give notice in accordance with the provisions of Sections 3 and 4 of this Article I. At any adjourned meeting, the Company may transact any business that might have been transacted at the original meeting.

          Section 6. Quorum; Voting. At any meeting of the Shareholders, a majority in interest of the Shareholders, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of Shareholders holding a higher number of shares is required by these Bylaws or applicable law. Except as otherwise required by applicable law, all matters shall be determined by a majority in interest of the Shareholders.

          Section 7. Waiver of Notice by Consent of Absent Shareholders. The transactions of a meeting of Shareholders, however called and noticed and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice if a quorum is present either in person or by proxy and if either before or after the meeting, each person entitled to vote who was not present in person or by proxy signs a written waiver of notice or a consent to a holding of the meeting or an approval of the minutes. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any meeting of Shareholders. Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting if that objection is expressly made at the beginning of the meeting.

          Section 8. Shareholder Action by Written Consent Without a Meeting. Any action that may be taken at any meeting of Shareholders (including any annual meeting of Shareholders) may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by a majority in interest of the Shareholders (or Shareholders holding such higher number of shares as is required to authorize or take such action under the terms of these Bylaws or applicable law); provided, however, that such consent shall be executed within the United States. Any such written consent may be executed and given by telecopy or similar electronic means. Such consents shall be filed with the Secretary of the Company and shall be maintained in the Company’s records. Every written consent shall bear the date of signature of each Shareholder who signs the consent and no written consent shall be effective to take the Company action referred to therein unless, within sixty (60) days of the date the earliest dated consent is delivered to the Company, a written consent or consents signed by holders of a sufficient number of shares to take the subject action are properly delivered to the Company.

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          Section 9. Record Date for Shareholder Notice, Voting and Giving Consents.

          (a) For purposes of determining the Shareholders entitled to vote or act at any meeting or adjournment thereof, the Directors may fix in advance a record date which shall not be greater than sixty (60) days nor fewer than ten (10) days before the date of any such meeting. If the Directors do not so fix a record date, the record date for determining Shareholders entitled to notice of or to vote at a meeting of Shareholders shall be at the close of business on the business day immediately preceding the day on which notice is given, or if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

          (b) The record date for determining Shareholders entitled to give consent to action in writing without a meeting, (i) when no prior action of the Directors has been taken, shall be the day on which the first written consent is given, or (ii) when prior action of the Directors has been taken, shall be (x) such date as determined for that purpose by the Directors, which record date shall not precede the date upon which the resolution fixing it is adopted by the Directors and shall not be more than ten (10) days after the date of such resolution, or (y) if no record date is fixed by the Directors the record date shall be the close of business on the day on which the Directors adopt the resolution relating to that action.

          (c) Only Shareholders of record on the record date as herein determined shall have any right to vote or to act at any meeting or give consent to any action relating to such record date, provided that no Shareholder who transfers all or part of such Shareholder’s shares after a record date (and no transferee of such shares) shall have the right to vote or act with respect to the transferred shares as regards the matter for which the record date was set.

          Section 10. Proxies. Every Shareholder entitled to vote or act on any matter at a meeting of Shareholders shall have the right to do so either in person or by proxy, provided that an instrument authorizing such a proxy to act is executed by the Shareholder in writing and dated not more than three (3) years before the meeting, unless the instrument specifically provides for a longer period. A proxy shall be deemed executed by a Shareholder if the Shareholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the Shareholder or the Shareholder’s attorney-in-fact. A valid proxy that does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it before the vote pursuant to that proxy by a writing delivered to the Company stating that the proxy is revoked, by a subsequent proxy executed by the person who executed the earlier proxy or by attendance at the meeting and voting in person by the person who executed the earlier proxy or (ii) written notice of the death or incapacity of the maker of that proxy is received by the Company before the vote pursuant to that proxy is counted. A proxy purporting to be executed by the person who executed that proxy or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger.

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ARTICLE II
Directors and Meetings of Directors

          Section 1. Powers.

          (a) Subject to the delegation of rights and powers as provided for herein, the Board of Directors shall have the sole right to manage the business of the Company and shall have all powers and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the Company. No Shareholder, by reason of its status as such, shall have any authority to act for or bind the Company or otherwise take part in the management of the Company, but shall have only the right to vote on or approve the actions specified herein or in the Delaware Act (or hereafter specified by the Board of Directors) to be voted on or approved or determined by the Shareholders. At any time that there is only one Shareholder, any and all action provided for herein to be taken or approved by the “Shareholders” shall be taken or approved by the sole Shareholder.

          (b) The Company shall have such officers as are provided for herein, and such officers shall be elected and removed in accordance with these Bylaws. The Board of Directors may appoint, employ, or otherwise contract with such other persons or entities for the transaction of the business of the Company or the performance of services for or on behalf of the Company as it shall determine in its sole discretion. The Board of Directors may delegate to any officer of the Company or to any such other person or entity such authority to act on behalf of the Company as the Board of Directors may from time to time deem appropriate in its sole discretion (which delegated authority may be set forth in the Bylaws, in resolutions adopted by the Board or otherwise as determined by the Board). The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Board of Directors.

          (c) Except as otherwise provided by the Board of Directors or in these Bylaws, when the taking of any of the following described actions has been authorized by the Board of Directors, any Director or officer of the Company, or any other person specifically authorized by the Board of Directors, may execute any contract or other agreement or document on behalf of the Company and may execute on behalf of the Company and file with the Secretary of State of the State of Delaware any certificates or filings provided for in the Delaware Act.

          Section 2. Number of Directors. The Board of Directors shall consist of three (3) Directors or such other number as the Board of Directors shall determine.

          Section 3. Vacancies. Vacancies in the authorized number of Directors from whatever cause shall be filled by the remaining Directors, or, if there be none, by the Shareholders. Directors shall serve for a term of one (1) year and thereafter until their respective successors are duly elected by the Shareholders or until their earlier death, retirement, incapacity or removal. Directors can be removed with or without cause by a vote of the Shareholders. Determinations to be made by the Directors in connection with the conduct of the business of the Company shall be made in the manner provided in these Bylaws, unless otherwise specifically provided herein.

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          Section 4. Place of Meetings and Meetings by Telephone. All meetings of the Directors may be held at any place within the United States that has been designated from time to time by resolution of the Directors. In the absence of such a designation, regular meetings shall be held at the principal place of business of the Company. Any meeting, regular or special, may be held by conference telephone or similar communication equipment so long as all Directors participating in the meeting can hear one another and all of the Directors are participating in such meeting within the United States. All Directors participating by telephone or similar communication equipment shall be deemed to be present in person such meeting.

          Section 5. Regular Meetings. Regular meetings of the Directors shall be held at such times and at such places within the United States as shall be fixed by unanimous approval of the Directors. Such regular meetings may be held without notice.

          Section 6. Special Meetings. Special meetings of the Directors for any purpose or purposes may be called at any time by any Director, the Chairman or by the President; provided, however, that all special meetings shall be held within the United States. Notice of the time and place of a special meeting shall be delivered personally or by telephone to each Director and sent by first-class mail, by telegram, e-mail or telecopy (or similar electronic means) or by nationally recognized overnight courier, charges prepaid, addressed to each Director at that Director’s address as it is shown on the records of the Company. In case the notice is mailed, it shall be deposited in the United States mail at least five (5) calendar days before the time of the holding of the meeting. In case the notice is delivered personally or by telephone or by telegram, e-mail, telecopy (or similar electronic means) or overnight courier, it shall be given at least two (2) calendar days before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the Director or to a person at the office of the Director who the person giving the notice has reason to believe will promptly communicate it to the Director. The notice need not specify the purpose of the meeting.

          Section 7. Quorum. A majority of the authorized number of Directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 9 of this Article II. Every act or decision done or made by the affirmative vote of a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Directors, except to the extent that the vote of a higher number of Directors is required by these Bylaws or applicable law.

          Section 8. Waiver of Notice. Notice of any meeting need not be given to any Director who either before or after the meeting signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the records of the Company or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any Director who attends the meeting without protesting before or at its commencement the lack of notice to that Director.

          Section 9. Adjournment. A majority of the Directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given unless the meeting is adjourned for

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more than forty-eight (48) hours, in which case notice of the time and place shall be given before the time of the adjourned meeting in the manner specified in Section 6 of this Article II.

          Section 10. Action Without a Meeting. Any action to be taken by the Directors at a meeting may be taken without such meeting by the written consent of a majority of the Directors then in office (or such higher number of Directors as is required to authorize or take such action under the terms of these Bylaws or applicable law); provided, however, that such consent shall be executed within the United States. Any such written consent may be executed and given by telecopy or similar electronic means. Such written consents shall be filed with the minutes of the proceedings of the Directors. If any action is so taken by the Directors by the written consent of less than all of the Directors, prompt notice of the taking of such action shall be furnished to each Director who did not execute such written consent, provided that the effectiveness of such action shall not be impaired by any delay or failure to furnish such notice.

          Section 11. Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in a resolution of the Board, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and the affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have power or authority in reference to (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by law to be submitted to stockholders for approval, or (ii) adopting, amending or repealing these Bylaws.

ARTICLE III
Officers

          Section 1. Officers. The officers of the Company shall be a Chairman, a President, one or more Vice Presidents, a Secretary and a Treasurer. The Company may also have, at the discretion of the Directors, such other officers as may be appointed in accordance with the provisions of Section 3 of this Article III. Any number of offices may be held by the same person. Each of the officers of the Company may but need not be a Director.

          Section 2. Election of Officers. The officers of the Company, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article III, shall be chosen by the Directors, and each shall serve at the pleasure of the Directors. The appointment of officers shall be considered by the Directors at their first meeting after every annual election of Directors by the Shareholders.

          Section 3. Subordinate Officers. The Directors may appoint and may empower the Chairman or the President to appoint such other officers as the business of the Company may require, each of whom shall hold office for such period, have such authority and

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perform such duties as are provided in these Bylaws or as the Directors (or, to the extent the power to prescribe authorities and duties of subordinate officers is delegated to him, the Chairman or the President) may from time to time determine.

          Section 4. Removal and Resignation of Officers. Any officer may be removed, with or without cause, by the Directors at any regular or special meeting of the Directors or by such officer, if any, upon whom such power of removal may be conferred by the Directors. Any officer may resign at any time by giving written notice to the Company. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and unless otherwise specified in notice of a resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a party.

          Section 5. Vacancies in Offices. A vacancy in any office because of death, resignation, removal, disqualification or other cause shall be filled in the manner prescribed in these Bylaws for regular appointment to that office. The Chairman or the President may make temporary appointments to a vacant office pending action by the Directors.

          Section 6. President. The President shall be the chief executive officer of the Company and shall, subject to the control of the Directors, have general supervision, direction and control of the business and the officers of the Company. He or she shall have the general powers and duties of management usually vested in the office of President of a corporation and shall have such other powers and duties as may be prescribed by the Directors or these Bylaws.

          Section 7. Vice Presidents. In the absence or disability of the President, the Vice Presidents, in order of their rank as fixed by the Directors, shall perform all the duties of the President and when so acting shall have all powers of and be subject to all the restrictions upon the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Directors, the Chairman or the President or by these Bylaws.

          Section 8. Secretary. The Secretary shall keep or cause to be kept at the principal place of business of the Company or such other place as the Directors may direct a book of minutes of all meetings and actions of Directors, committees or other delegates of Directors and Shareholders with the time and place of holding, whether regular or special, and if special, how authorized, the notice given, the names of those present at Directors’ meetings or committee or other delegate meetings, the number of shares present or represented at meetings of Shareholders and the proceedings. The Secretary shall keep or cause to be kept at the principal place of business of the Company, a register or a duplicate register showing the names of all Shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, if any, and the number and date of cancellation of every certificate surrendered for cancellation. The Secretary shall give or cause to be given notice of all meetings of the Shareholders and of the Directors (or committees or other delegates thereof) required to be given by these Bylaws or by applicable law and shall have such other powers and perform such other duties as may be prescribed by the Directors, the Chairman or the President or by these Bylaws.

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          Section 9. Treasurer. The Treasurer shall keep and maintain or cause to be kept and maintained adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of the assets, liabilities, receipts, disbursements, gains, losses, capital and retained earnings the Company. The books of account shall at all reasonable times be open to inspection by any Director. The Treasurer shall deposit all monies and other valuables in the name and to the credit of the Company with such depositaries as may be designated by the Directors. He or she shall disburse the funds of the Company as may be ordered by the Directors, shall render to the Chairman, the President and Directors, whenever they request it, an account of all of his or her transactions as chief financial officer and of the financial condition of the Company and shall have other powers and perform such other duties as may be prescribed by the Directors, the Chairman or the President or these Bylaws.

ARTICLE IV
Limitation on Liability; Standard of Care; Indemnification of Directors, Officers, Employees and Agents

          Section 1. Limitation of Liability. The debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Shareholder, Director or officer of the Company shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Shareholder, Director and/or officer.

          Section 2. Standard of Care; Indemnification of Directors, Officers, Employees and Agents.

          (a) The Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that the person is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

          (b) The Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the Company, or is or was serving at the request of

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the Company as a director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Company and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

          (c) To the extent that a present or former director or officer of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this Section 2, or in defense of any claim, issue or matter therein, the Company shall indemnify such person against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

          (d) Any indemnification under subsections (a) and (b) of this Section 2 (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this Section 2. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (iv) by the Shareholders.

          (e) Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Company as authorized in this Section 2. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Company deems appropriate.

          (f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this Section 2 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of Shareholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

          (g) The Company shall purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Company, or is or was serving

- 9 -

at the request of the Company as a director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Company would have the power to indemnify such person against such liability under this Section 2.

          (h) The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 2 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

          (i) The provisions of this Section 2 are intended to provide for the broadest rights and protections afforded to directors, officers, employees or agents under the Delaware Act as of the date hereof. If, after the date hereof, any law shall be enacted which expands the authority of the Company under the Delaware Act to indemnify the directors, officers, employees or agents of the Company, the Company shall indemnify the directors, officers, employees or agents of the Company to the fullest extent provided by the Delaware Act, as amended.

ARTICLE V
Records and Reports

          Section 1. Maintenance and Inspection of Shareholder Registrar. The Company shall maintain at its principal place of business a record of its Shareholders, giving the names and addresses of all Shareholders and the number and class of shares held by each Shareholder. Subject to such reasonable standards (including standards governing what information and documents are to be furnished and at whose expense) as may be established by the Directors from time to time, each Shareholder has the right, to obtain from the Company from time to time upon reasonable demand for any purpose reasonably related to the Shareholder’s interest as a Shareholder of the Company a record of the Company’s Shareholders.

          Section 2. Maintenance and Inspection of Bylaws. The Company shall keep at its principal place of business the original or a copy of these Bylaws as amended to date, which shall be open to inspection by the Shareholders at all reasonable times during office hours.

          Section 3. Maintenance and Inspection of Other Records. The accounting books and records, minutes of proceedings of the Shareholders and the Directors and any committees or delegates of the Directors and all other information pertaining to the Company that is required to be made available to the Shareholders under the Delaware Act shall be kept at such place or places designated by the Directors or in the absence of such designation, at the principal place of business of the Company. The minutes shall be kept in written form and the accounting books and records and other information shall be kept either in written form or in any other form capable of being converted into written form. The books of account and records of the Company shall be maintained in accordance with generally accepted accounting principles consistently applied during the term of the Company, wherein all transactions, matters and things relating to the business and properties of the Company shall be currently entered. Subject to such reasonable standards (including standards governing what information and documents are

- 10 -

to be furnished and at whose expense) as may be established by the Directors from time to time, minutes, accounting books and records and other information shall be open to inspection upon the written demand of any Shareholder at any reasonable time during usual business hours for a purpose reasonably related to the Shareholder’s interests as a Shareholder. Any such inspection may be made in person or by an agent or attorney and shall include the right to copy and make extracts. Notwithstanding the foregoing, the Directors shall have the right to keep confidential from Shareholders for such period of time as the Directors deem reasonable, any information which the Directors reasonably believe to be in the nature of trade secrets or other information the disclosure of which the Directors in good faith believe is not in the best interests of the Company or could damage the Company or its business or which the Company is required by law or by agreement with a third party to keep Confidential.

          Section 4. Inspection by Directors. Every Director shall have the right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Company for a purpose reasonably related to his position as Director. This inspection by a Director may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.

ARTICLE VI
General Matters

          Section 1. Certificates. Each Shareholder shall be entitled to a certificate signed by, or in the name of the Company by, the President or a Vice President. Any and all of the signatures on the certificate may be by facsimile. Transfers of shares shall be made only upon the transfer books of the Company kept at an office of the Company or transfer agents designated to transfer shares in the Company. Except where a certificate is issued with respect to a lost, stolen or destroyed certificate, an outstanding certificate for the number of shares to be transferred shall be surrendered for cancellation before a new certificate is issued therefor. The issue, transfer, conversion and registration of certificate shall be governed by such other regulations as the Directors may from time to time establish.

          Section 2. Checks, Drafts, Evidence of Indebtedness. The persons from time to time holding the position of Chairman, President, Vice President, Secretary, Treasurer or controller (if any) of the Company, acting by written instrument signed by any two of them, are hereby authorized (i) to open or close any bank account or investment account of the Company, (ii) to designate the use of any such account, (iii) to grant authority to any person or combination of persons to sign checks, by manual or facsimile signature or to issue oral, wire or written instructions for the withdrawal of funds from, or other action with respect to, any such account, (iv) to revoke the authority of any person or persons to sign checks or to issue instructions, (v) to establish a maximum amount as to which any person or combination of persons shall be authorized to sign checks or issue instructions, and (vi) to take all further actions, and to execute and deliver all such further instructions and documents, in the name and on behalf of the Company, as in their judgment shall be necessary, proper or advisable in connection with the foregoing matters. Any resolution supplied by a financial institution or investment company and approved and executed by any two of the officers designated in this Section 2 of this Article VI shall be deemed resolutions duly adopted by the Board of Directors and shall be filed with the minutes of meetings of Directors.

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          Section 3. Contracts and Instruments; How Executed. The Directors, except as otherwise provided in these Bylaws, may authorize any Director(s), officer(s) or agent(s) to enter into any contract or execute any instrument in the name of and on behalf of the Company and this authority may be general or confined to specific instances; and unless so authorized or ratified by the Directors or within the agency power of an officer (or otherwise specified in these Bylaws), no Shareholder, officer, agent, or employee shall have any power or authority to bind the Company by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

          Section 4. Representation of Shares of Other Entities Held by Company. The President or any Vice President or any other person authorized by the Directors or by any of the foregoing designated officers, is authorized to vote or represent on behalf of the Company any and all shares of any corporation, partnership, trust, limited liability company or other entities, foreign or domestic, standing in the name of the Company. The authority granted may be exercised in person or by a proxy duly executed by such designated person.

          Section 5. Seal. The Directors may approve and adopt an official Company seal, which may be altered by them at any time. Unless otherwise required by the Directors, any seal so adopted shall not be necessary to be placed on, and its absence shall not impair the validity of, any document, instrument or other paper executed and delivered by or on behalf of the Company.

          Section 6. Fiscal Year. The fiscal year of the Company shall be fixed by resolution of the Board of Directors.

          Section 7. Reliance Upon Books, Reports and Records. Each Director, each Shareholder of any committee designated by the Board of Directors, and each officer of the Company shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Company and upon such information, opinions, reports or statements presented to the Company by any of its officers or employees, or committees of the Board of Directors so designated, or by any other person as to matters which such manager or committee Shareholder reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company.

ARTICLE VII
Amendments

          Section 1. Amendment. These Bylaws may be restated, amended, supplemented or repealed only by unanimous vote of the Directors or unanimous vote of the Shareholders.

Effective as of April 11, 2008

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EX-3.96

Exhibit 3.96

Delaware	PAGE 1
The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF “INTERNATIONAL INVESTMENTS MANAGEMENT LLC”, FILED IN THIS OFFICE ON THE NINTH DAY OF JULY, A.D. 2007, AT 2:39 O’CLOCK P.M.

		/s/ Harriet Smith Windsor
		Harriet Smith Windsor, Secretary of State AUTHENTICATION: 5824970
4385195 8100 070793001		DATE: 07-09-07

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:43 PM 07/09/2007

FILED 02:39 PM 07/09/2007

SRV 070793001 — 4385195 FILE

CERTIFICATE OF FORMATION

OF

INTERNATIONAL INVESTMENTS MANAGEMENT LLC

     This Certificate of Formation of International Investments Management LLC, dated July 9, 2007 is executed and filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act. The undersigned certifies as follows:

     FIRST: The name of the limited liability company formed hereby is International Investments Management LLC (the “Company”).

     SECOND: The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

     THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first written above.

By:	/s/ Sharon N. Purcell
	Sharon N. Purcell
	Authorized Person

EX-3.97

Exhibit 3.97

LIMITED LIABILITY COMPANY AGREEMENT
OF
INTERNATIONAL INVESTMENTS MANAGEMENT LLC

A Delaware Limited Liability Company

DATED AS OF:

JULY 11, 2007

TABLE OF CONTENTS

	Page
1. Name; Formation		1
2. Definitions; Rules of Construction		1
3. Purpose		2
4. Offices		2
5. Shareholders		3
6. Term		3
7. Management of the Company		3
8. Capital Contributions; Administrative Matters; Certificates		4
9. Assignments of Interests		5
10. Resignation		5
11. Additional Shareholders		5
12. Distributions		5
13. Return of Capital		5
14. Title to Company Property		6
15. Dissolution		6
16. Winding up of the Company		6
17. Distributions in Kind		7
18. Cancellation of Certificate of Formation		7
19. Limitation of Liability		7
20. Standard of Care; Indemnification of Directors, Officers, Employees and Agents		7
21. Amendments		8
22. Governing Law		9
23. Entire Agreement		9
24. Parties in Interest		9

Schedule I	-	Identification of Shareholders, Addresses and Capital Contributions
Schedule II	-	Identification of Officers
Schedule III	-	Identification of Directors
Exhibit A	-	Bylaws
Exhibit B	-	Form of Certificate

 -i-

LIMITED LIABILITY COMPANY AGREEMENT

OF

INTERNATIONAL INVESTMENTS MANAGEMENT LLC

July 11, 2007

          THE UNDERSIGNED is executing this Limited Liability Company Agreement (this “Agreement”) for the purpose of setting forth certain of the terms and conditions for International Investments Management LLC, a limited liability company (the “Company”) formed pursuant to the provisions of the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq. (as in effect from time to time, the “Delaware Act”):

          1. Name; Formation.

               (a) The name of the Company is International Investments Management LLC, or such other name as the Board of Directors may from time to time hereafter designate.

               (b) The Company was formed as a limited liability company under the Delaware Act by the execution and filing by an “authorized person,” within the meaning of the Delaware Act, of a certificate of formation with the Secretary of State of the State of Delaware on June 14, 2007. The execution, delivery and filing of such certificate of formation is hereby approved, ratified and confirmed in all respects.

          2. Definitions; Rules of Construction. In addition to terms otherwise defined herein, the following terms are used herein as defined below:

     “CBIH” means CBI Holdings Inc., a Delaware corporation.

     “Board” or “Board of Directors” means the governance board of the Company consisting of all Directors, as referenced in Section 7.

     “Bylaws” shall mean the Bylaws of the Company as amended from time to time which Bylaws are expressly incorporated herein by reference as part of this Agreement. The initial Bylaws of the Company are attached hereto as Exhibit A and are hereby adopted and approved by the Shareholders.

     “Capital Contribution” means, with respect to any Shareholder, the amount or value of cash (or promissory obligations), property or services contributed by such Shareholder to the Company in accordance with Section 8.

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     “Certificate” means a certificate substantially in the form of Exhibit B to this Agreement issued by the Company that evidences an Interest in the Company.

     “Director” means a member of the Board of Directors as designated in, or selected pursuant to, Section 7. Each Director shall constitute a ‘manager’ of the Company, as such term is defined in Section 18-101 of the Delaware Act.

     “Interest” means the ownership interest of a Shareholder in the Company (which shall be considered personal property for all purposes), consisting of (i) such Shareholder’s interest in distributions of the Company (based, at any time of determination, on the number of Shares owned of record by such Shareholder divided by the number of all then-issued and outstanding Shares), (ii) such Shareholder’s right to vote or grant or withhold consents with respect to Company matters as provided herein or in the Delaware Act and (iii) such Shareholder’s other rights and privileges as provided herein or in the Delaware Act.

     “Shareholders” means CBIH and all other persons or entities admitted as additional or substituted Shareholders pursuant to this Agreement, so long as they remain Shareholders. Reference to a “Shareholder” means any one of the Shareholders. Each Shareholder shall constitute a “member” of the Company, as such term is defined in Section 18-101 of the Delaware Act.

     “Shares” means the units into which Interests in the Company shall be divided, which term may include fractions of Shares as well as whole Shares. The Shares shall be designated Common Stock, par value $0.01 per share. The Company shall be authorized to issue 500 shares. All Shares issued hereunder shall be fully paid, non-assessable and non-redeemable.

          Words used herein, regardless of the number and gender used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires.

          3. Purpose. The purposes and powers of the Company shall be to engage in any lawful act or activity that may be engaged in by a limited liability company formed under the Delaware Act, as such businesses or other activities may be determined by the Board of Directors from time to time.

          4. Offices.

               (a) The principal office of the Company, and such additional offices as the Board of Directors may determine to establish, shall be located at such place or places inside

2

or outside of the United States, but not in the United Kingdom, as the Board of Directors may designate from time to time.

               (b) The registered office of the Company in the State of Delaware is located at 1209 Orange Street, Wilmington, Delaware 19801. The registered agent of the Company for service of process at such address is The Corporation Trust Company. Such registered office or registered agent may be changed by the Board of Directors from time to time.

          5. Shareholders. The name and business, mailing or residence address of each Shareholder of the Company are as set forth on Schedule I, as the same may be amended by the Board from time to time to reflect the addition, substitution or resignation of Shareholders in accordance with the terms of this Agreement.

          6. Term. The term of the Company shall be perpetual unless the Company is dissolved and terminated in accordance with Section 15.

          7. Management of the Company.

               (a) Subject to the delegation of rights and powers as provided for herein and in the Bylaws, the Board of Directors shall have the sole right to manage the business of the Company and shall have all powers and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the Company. No Shareholder, by reason of its status as such, shall have any authority to act for or bind the Company or otherwise take part in the management of the Company, but shall have only the right to vote on or approve the actions specified herein or in the Delaware Act (or hereafter specified by the Board of Directors) to be voted on or approved or determined by the Shareholders. At any time that there is only one Shareholder, any and all action provided for herein or in the Bylaws to be taken or approved by the “Shareholders” shall be taken or approved by the sole Shareholder.

               (b) The Company shall have such officers as are provided for in the Bylaws, and such officers shall be elected and removed in accordance with the Bylaws. The names and titles of the initial officers of the Company are identified on Schedule II. The Board of Directors may appoint, employ, or otherwise contract with such other persons or entities for the transaction of the business of the Company or the performance of services for or on behalf of the Company as it shall determine in its sole discretion. The Board of Directors may delegate to any officer of the Company or to any such other person or entity such authority to act on behalf of the Company as the Board of Directors may from time to time deem appropriate in its sole discretion (which delegated authority may be set forth in the Bylaws, in resolutions adopted by the Board or otherwise as determined by the Board). The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Board of Directors.

               (c) Except as otherwise provided by the Board of Directors or in the Bylaws, when the taking of any of the following described actions has been authorized by the Board of Directors, any Director or officer of the Company, or any other person specifically authorized by the Board of Directors, may execute any contract or other agreement or document

3

on behalf of the Company and may execute on behalf of the Company and file with the Secretary of State of the State of Delaware any certificates or filings provided for in the Delaware Act.

               (d) The Board of Directors shall consist of three (3) Directors or such other number as the Board of Directors shall determine. The Board of Directors shall be composed of the individuals identified on Schedule III, as the same shall be amended by the Board from time to time to reflect changes in the membership of the Board of Directors in accordance with terms of this Agreement.

               (e) Vacancies on the Board of Directors from whatever cause shall be filled by the remaining Directors, or, if there be none, by the Shareholders. Directors shall serve for a term of one (1) year and thereafter until their respective successors are duly elected by the Shareholders or until their earlier death, retirement, incapacity or removal. Directors can be removed with or without cause by a vote of the Shareholders. Determinations to be made by the Directors in connection with the conduct of the business of the Company shall be made in the manner provided in the Bylaws, unless otherwise specifically provided herein.

          8. Capital Contributions; Administrative Matters; Certificates

               (a) CBIH has contributed to the Company the cash or other property identified, and has been issued the class and the number of Shares listed, on Schedule I. Except as otherwise agreed by all Shareholders, CBIH has no right or obligation to make any further capital contributions to the Company. Any other persons or entities hereafter admitted as Shareholders of the Company shall make such contributions of cash (or promissory obligations), property or services to the Company as shall be determined by the Board of Directors at the time of each such admission.

               (b) (i) Each Shareholder’s Interest in the Company shall be evidenced by a Certificate. Each Certificate shall be executed by the President or any Vice President and the Secretary or any Assistant Secretary (or other persons designated by the Board of Directors or in the Bylaws).

                    (ii) The Company shall keep or cause to be kept a register in which, subject to such regulations as the Board of Directors may adopt, the Company will provide for the registration of Shares and the registration of transfers of Shares. The Board of Directors shall maintain such register and provide for such registration. Upon surrender for registration of transfer of any Certificate, and subject to the further provisions of this Section 8(b) and the limitations on transfer contained elsewhere in this Agreement or in the Bylaws, the Company will cause the execution, in the name of the registered holder or the designated transferee, of one or more new Certificates, evidencing the same aggregate number of Shares as did the Certificate surrendered. Every Certificate surrendered for registration of transfer shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Board of Directors duly executed, by the registered holder thereof or such holder’s authorized attorney.

                    (iii) The Company shall issue a new Certificate in place of any Certificate previously issued if the record holder of the Certificate (A) makes proof by affidavit,

4

in form and substance satisfactory to the Board of Directors, that a previously issued Certificate has been lost, destroyed or stolen, (B) requests the issuance of a new Certificate before the Company has received notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim, (C) if requested by the Board of Directors, delivers to the Company a bond, in form and substance satisfactory to the Board of Directors, with such surety or sureties and with fixed or open liability as the Board of Directors may direct, to indemnify the Company, as registrar, against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate, and (D) satisfies any other reasonable requirements imposed by the Board of Directors.

                    (iv) A Share in the Company evidenced by a Certificate shall constitute a security for all purposes of Article 8 of the Uniform Commercial Code promulgated by the National Conference of Commissioners on Uniform State Laws, as in effect in Delaware or any other applicable jurisdiction. Delaware law shall constitute the local law of the Company’s jurisdiction in its capacity as the issuer of Shares.

          9. Assignments of Interests.

               (a) The Shares shall be freely transferable.

               (b) The Board of Directors shall amend Schedule I from time to time to reflect transfers made in accordance with, and as permitted under, this Section 9. Any purported transfer of Shares in violation of this Section 9 shall be null and void and shall not be recognized by the Company.

          10. Resignation. No Shareholder shall have the right to resign from the Company except with the consent of all of the other Shareholders and upon such terms and conditions as may be specifically agreed upon between such other Shareholders and the resigning Shareholder. The provisions hereof with respect to distributions upon resignation are exclusive and no Shareholder shall be entitled to claim any further or different distribution upon resignation under Section 18-604 of the Delaware Act or otherwise.

          11. Additional Shareholders. The Board of Directors shall have the right to admit additional Shareholders upon such terms and conditions, at such time or times, and for such Capital Contributions as shall be determined by the Board of Directors; and in connection with any such admission, the Board of Directors shall amend Schedule I hereof to reflect the name, address and Capital Contribution of the additional Shareholder and the number of Shares issued to the additional Shareholder in respect of its Capital Contribution.

          12. Distributions. Distributions of cash or other assets of the Company shall be made at such times and in such amounts as the Board of Directors may determine. Distributions shall be made to Shareholders pro rata based on the number of Shares owned by each.

          13. Return of Capital. No Shareholder or Director shall have any liability for the return of any Shareholder’s Capital Contribution which Capital Contribution shall be payable

5

solely from the assets of the Company at the absolute discretion of the Board of Directors, subject to the requirements of the Delaware Act.

          14. Title to Company Property. All property owned by the Company, whether real or personal, tangible or intangible, shall be deemed to be owned by the Company, and no Shareholder, individually, shall have any interest in such property.

          15. Dissolution. The Company shall be dissolved and its affairs wound up and terminated upon the first to occur of the following:

               (a) The determination of all of the Shareholders to dissolve the Company; or

               (b) The occurrence of any event causing a dissolution of the Company under Section 18-801 of the Delaware Act, unless the Company is continued as permitted under the Delaware Act.

          16. Winding up of the Company. If the Company is dissolved pursuant to Section 15, the Directors, or if there is no remaining Director, such person as is designated by the Shareholders (the remaining Directors or such person being herein referred to as the “Liquidator”), shall proceed to wind up the business and affairs of the Company in accordance with the requirements of the Delaware Act. A reasonable amount of time shall be allowed for the period of winding up in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Company assets. This Agreement shall remain in full force and effect and continue to govern the rights and obligations of the Shareholders and Directors and the conduct of the Company during the period of winding up the Company’s affairs. The Liquidator, if other than a Director, shall have and may exercise, without further authorization or consent of Shareholders, all of the powers conferred upon the Directors under the terms of this Agreement to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company. The Liquidator shall liquidate the assets of the Company, and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:

               (a) to creditors, including Shareholders who are creditors, to the extent otherwise permitted by law, in satisfaction of the liabilities of the Company (whether by payment or by the establishment of reserves of cash or other assets of the Company for contingent liabilities in amounts, if any, determined by the Liquidator to be appropriate for such purposes), other than liabilities for distributions to Shareholders and former Shareholders under Sections 18-601 or 18-604 of the Delaware Act;

               (b) to Shareholders and former Shareholders in satisfaction of liabilities for distributions under 18-601 or 18-604 of the Delaware Act; and

               (c) to the Shareholders pro rata based on the number of shares owned by each.

6

          17. Distributions in Kind. Notwithstanding the provisions of Section 16 which require the liquidation of the assets of the Company, if on dissolution of the Company, the Liquidator determines that a prompt sale of part or all of the Company’s assets would be impractical or would cause undue loss to the value of Company assets, the Liquidator may defer for a reasonable time (up to three (3) years) the liquidation of any assets, except those necessary to timely satisfy liabilities of the Company (other than those to Shareholders), and/or may distribute to the Shareholders, in lieu of cash, as tenants in common undivided interests in such Company assets as the Liquidator deems not suitable for liquidation. Any such in-kind distributions shall be made in accordance with the priorities referenced in Section 16 as if cash equal to the fair market value of the distributed assets were being distributed. Any such distributions in kind shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any joint operating agreements or other agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable methods of valuation as it may adopt.

          18. Cancellation of Certificate of Formation. Upon the completion of the distribution of Company property as provided in Sections 16 and 17, the Company shall be terminated, and the Liquidator shall cause the cancellation of the Certificate of Formation and all qualifications of the Company as a foreign limited liability company and shall take such other actions as may be necessary to terminate the Company.

          19. Limitation of Liability. The debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Shareholder, Director or officer of the Company shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Shareholder, Director and/or officer.

          20. Standard of Care; Indemnification of Directors, Officers, Employees and Agents.

               (a) No Director or officer of the Company shall have any personal liability whatsoever to the Company or any Shareholder on account of such Director’s or officer’s status as a Director or officer or by reason of such Director’s or officer’s acts or omissions in connection with the conduct of the business of the Company; provided, however, that nothing contained herein shall protect any Director or officer against any liability to the Company or the Shareholders to which such Director or officer would otherwise be subject by reason of (i) any act or omission of such Director or officer that involves actual fraud or willful misconduct or (ii) any transaction from which such Director or officer derived improper personal benefit.

               (b) The Company shall indemnify and hold harmless each Director and officer and the affiliates of any Director or officer (each an “Indemnified Person”) against any and all losses, claims, damages, expenses and liabilities (including, but not limited to, any investigation, legal and other reasonable expenses incurred in connection with, and any amounts paid in settlement of, any action, suit, proceeding or claim) of any kind or nature whatsoever that such Indemnified Person may at any time become subject to or liable for by reason of the

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formation, operation or termination of the Company, or the Indemnified Person’s acting as a Director or officer under this Agreement, or the authorized actions of such Indemnified Person in connection with the conduct of the affairs of the Company (including, without limitation, indemnification against negligence, gross negligence or breach of duty); provided, however, that no Indemnified Person shall be entitled to indemnification if and to the extent that the liability otherwise to be indemnified for results from (i) any act or omission of such Indemnified Person that involves actual fraud or willful misconduct or (ii) any transaction from which such Indemnified Person derived improper personal benefit. The indemnities hereunder shall survive termination of the Company. Each Indemnified Person shall have a claim against the property and assets of the Company for payment of any indemnity amounts from time to time due hereunder, which amounts shall be paid or properly reserved for prior to the making of distributions by the Company to Shareholders. Costs and expenses that are subject to indemnification hereunder shall, at the request of any Indemnified Person, be advanced by the Company to or on behalf of such Indemnified Person prior to final resolution of a matter, so long as such Indemnified Person shall have provided the Company with a written undertaking to reimburse the Company for all amounts so advanced if it is ultimately determined that the Indemnified Person is not entitled to indemnification hereunder.

               (c) The contract rights to indemnification and to the advancement of expenses conferred in this Section 20 shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, agreement, vote of the Directors or otherwise.

               (d) The Company may maintain insurance, at its expense, to protect itself and any Director, officer, employee or agent of the Company or another limited liability company, corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the Delaware Act.

               (e) The Company may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to advancement of expenses to any employee or agent of the Company to the fullest extent of the provisions of this Section 20 with respect to the indemnification and advancement of expenses of Directors and officers of the Company.

               (f) Notwithstanding the foregoing provisions of this Section 20, the Company shall indemnify an Indemnified Person in connection with a proceeding (or part thereof) initiated by such Indemnified Person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Company; provided, however, that an Indemnified Person shall be entitled to reimbursement of his or her reasonable counsel fees with respect to a proceeding (or part thereof) initiated by such Indemnified Person to enforce his or her right to indemnity or advancement of expenses under the provisions of this Section 20 to the extent the Indemnified Person is successful on the merits in such proceeding (or part thereof).

          21. Amendments. Except as otherwise provided herein or in the Bylaws with respect to amendments to the Schedules or the Bylaws, this Agreement may be amended only upon the affirmative vote or written consent of all Shareholders.

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          22. Governing Law. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

          23. Entire Agreement. This Agreement (including the Bylaws and the Schedules hereto) contains the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to the subject matter hereof.

          24. Parties in Interest. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer upon any person or entity other than the Company and the Shareholders (and their respective successors or permitted assigns) any rights or remedies under or by reason of this Agreement. The Company is executing this Agreement as a party, and this Agreement shall constitute a contract among the Shareholders and between the Company and each of the Shareholders.

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          IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of the first date written above.

SHAREHOLDER CBI HOLDINGS INC.
By:	/s/ Lisa Longo
	Name:	Lisa Longo
	Title:	Vice President — Taxation

Consented/Agreed To
By the Company as
Referenced in Section 24

INTERNATIONAL INVESTMENTS MANAGEMENT LLC
By:	/s/ Lisa Longo
	Name: Lisa Longo
	Title: Vice President — Taxation

SCHEDULE I
Shareholders

	Capital
Name & Address	Contribution	Number of Shares
CBI Holdings Inc. 900 King Street	300,100,000 ordinary shares, par	10
Rye Brook, New York 10573	value $1.00 per share, in High
	Ridge Finance Limited
	42,375,749 ordinary shares, par
	value $1.00 per share, of High
	Ridge Investments Limited
	$100

SCHEDULE II
Identification of Officers

Gilbert M. Cassagne	President & CEO
James L. Baldwin	Executive VP & Secretary
John Belsito	Executive Vice President
Randy Gier	Executive Vice President
James J. Johnston	Executive Vice President
Larry Solomon	Executive Vice President
John Stewart	Executive Vice President
Ron Anderson	Senior Vice President
Dana Berghorn	Senior Vice President
Nicholas P. Bolton	Senior Vice President
Sal DePrima	Senior Vice President
Sean Gleason	Senior Vice President
Virginia Guthrie	Senior Vice President
Cindy Hennessey	Senior Vice President
Audrey Solnit	Senior Vice President
Richard Wach	Senior Vice President
Angie Wallander	Senior Vice President
Jerry Williams	Senior Vice President
Paul Adcock	Vice President
Jack DeVito	Vice President
Elizabeth R. Guest	Vice President
Terri Harrell	Vice President
Laurie Huebner	Vice President
Joseph R. Leuzzi	Vice President
Lisa Longo	Vice President
Bo Meissner	Vice President
Carlos Raldiris	Vice President
Ivan Thompson	Vice President
Robert E. Callan	VP & Assistant Secretary
Daniel Chung	VP & Assistant Secretary
Cynthia Lee Dow	VP & Assistant Secretary
Arthur Swanson	VP & Assistant Secretary
Anna Marciano	Assistant Secretary
David Wexler	Assistant Secretary
Elisabeth B. Gormley	Assistant Secretary

SCHEDULE III
Identification of Directors

James L. Baldwin
John Stewart
Lisa M. Longo

EXHIBIT A

BYLAWS

(See Attached)

EXHIBIT B

CERTIFICATE FOR INTEREST IN

INTERNATIONAL INVESTMENTS MANAGEMENT LLC

A Delaware Limited Liability Company

Certificate No.
	Class of Shares	No. of Shares

International Investments Management LLC, a Delaware limited liability company (the “Company”), hereby certifies that [     ] (the “Holder”) is the registered owner of [     ] shares of common stock, par value $0.01 per share of the Company (“Shares”). The rights, powers and privileges associated with such Shares are set forth in the Limited Liability Company Agreement of the Company dated as of July 11, 2007 (the “Company Agreement”), as the same may, from time to time, be amended or amended and restated, under which the Company was formed and is existing, copies of which are on file at the principal office of the Company. The terms of the Company Agreement are incorporated herein by reference.

          The Holder, by accepting this Certificate, is deemed to have agreed to become a Shareholder of the Company, if admitted as such in accordance with the terms of the Company Agreement, and to comply with and be bound by, and to have executed, the Company Agreement.

          This Certificate and the Shares evidenced hereby are transferable in accordance with the terms of the Company Agreement (subject to the limitations on transfer therein contained). No Shares may be transferred unless and until this Certificate, or a written instrument of transfer satisfactory to the Company, is duly endorsed or executed for transfer by the Holder or the Holder’s duly authorized attorney, and this Certificate (together with any separate written instrument of transfer) is delivered to the Company for registration of transfer.

INTERNATIONAL INVESTMENTS MANAGEMENT LLC

By:

Name:

Title:

[FORM OF REVERSE SIDE OF CERTIFICATE]

ASSIGNMENT OF INTEREST

          FOR VALUE RECEIVED, the undersigned (the “Assignor”), hereby assigns, conveys, sells and transfers unto:

Please print or typewrite Name and Address of Assignee

Please insert Social Security or other Taxpayer Identification Number of Assignee

                     of the Shares evidenced by this Certificate. Assignor irrevocably constitutes and appoints the Company as its attorney-in-fact with full power of substitution to transfer the above-referenced number of Shares on the books of the Company.

Date:
	Signature

EX-3.98

Exhibit 3.98

BYLAWS
OF
INTERNATIONAL INVESTMENTS MANAGEMENT LLC

INTRODUCTION

          A. Agreement. These Bylaws shall be subject to the Limited Liability Company Agreement, as from time to time in effect (the “LLC Agreement”), of International Investments Management LLC, a Delaware limited liability company (the “Company”). In the event of any inconsistency between the terms hereof and the terms of the LLC Agreement, the terms of the LLC Agreement shall control.

          B. Definitions. Capitalized terms used herein and not herein defined are used as defined in the LLC Agreement.

ARTICLE I
Meetings of Shareholders

          Section 1. Place of Meetings and Meetings by Telephone. Meetings of Shareholders shall be held at any place, but not in the United Kingdom, as designated by the Directors. In the absence of any such designation, meetings of Shareholders shall be held at the principal place of business of the Company. Any meeting of the Shareholders may be held by conference telephone or similar communication equipment so long as all Shareholders participating in the meeting are not present in the United Kingdom, all such Shareholders can hear one another, and all Shareholders participating by telephone or similar communication equipment shall be deemed to be present in person at the meeting.

          Section 2. Call of Meetings. An annual meeting of the Shareholders, for the election of Directors to succeed those whose terms expire and for the transaction of such other business may properly come before the meeting, shall be held on such date and at such time as the Board of Directors shall each year fix, which date shall be within thirteen months subsequent to the date of formation of the Company or the last annual meeting of Shareholders. In addition, meetings of the Shareholders may be called at any time by the Directors or by the President for the purpose of taking action upon any matter requiring the vote or authority of the Shareholders as provided herein or in the LLC Agreement or upon any other matter as to which such vote or authority is deemed by the Directors to be necessary or desirable. Meetings of the Shareholders to act on any matter upon which Shareholders may vote as provided in the LLC Agreement or the Delaware Act shall be called promptly by the Directors upon the written request of a majority in interest of the Shareholders.

          Section 3. Notice of Meetings of Shareholders. All notices of meetings of Shareholders shall be sent or otherwise given in accordance with Section 4 of this Article I not less then ten (10) nor more than ninety (90) days before the date of the meeting. The notice shall

specify (i) the place, date and hour of the meeting and (ii) the general nature of the business to be transacted.

          Section 4. Manner of Giving Notice. Notice of any meeting of Shareholders shall be given personally or by telephone to each Shareholder or sent by first class mail, by telegram, e-mail or telecopy (or similar electronic means) or by a nationally recognized overnight courier, charges prepaid, addressed to the Shareholder at the address of that Shareholder appearing on the books of the Company or given by the Shareholder to the Company for the purpose of notice. Notice shall be deemed to have been given at the time when delivered either personally or by telephone, or at the time when deposited in the mail or with a nationally recognized overnight courier, or when receipt is confirmed (including electronically) when sent by telegram, e-mail or telecopy (or similar electronic means).

          Section 5. Adjourned Meeting; Notice. Any meeting of Shareholders, whether or not a quorum is present, may be adjourned from time to time by the vote of the holders of a majority of the Shares represented at that meeting, either in person or by proxy. When any meeting of Shareholders is adjourned to another time or place, notice need not be given of the adjourned meeting, unless a new record date of the adjourned meeting is fixed or unless the adjournment is for more than sixty (60) days from the date set for the original meeting, in which case the Directors shall set a new record date and shall give notice in accordance with the provisions of Sections 3 and 4 of this Article I. At any adjourned meeting, the Company may transact any business that might have been transacted at the original meeting.

          Section 6. Quorum; Voting. At any meeting of the Shareholders, a majority in interest of the Shareholders, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of Shareholders holding a higher number of Shares is required by the LLC Agreement or applicable law. Except as otherwise required by the LLC Agreement, these Bylaws or applicable law, all matters shall be determined by a majority in interest of the Shareholders.

          Section 7. Waiver of Notice by Consent of Absent Shareholders. The transactions of a meeting of Shareholders, however called and noticed and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice if a quorum is present either in person or by proxy and if either before or after the meeting, each person entitled to vote who was not present in person or by proxy signs a written waiver of notice or a consent to a holding of the meeting or an approval of the minutes. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any meeting of Shareholders. Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting if that objection is expressly made at the beginning of the meeting.

          Section 8. Shareholder Action by Written Consent Without a Meeting. Except as provided in the LLC Agreement, any action that may be taken at any meeting of Shareholders (including any annual meeting of Shareholders) may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by a

majority in interest of the Shareholders (or Shareholders holding such higher number of Shares as is required to authorize or take such action under the terms of the LLC Agreement, these Bylaws or applicable law); provided, however, that such consent shall not be executed in the United Kingdom. Any such written consent may be executed and given by telecopy or similar electronic means. Such consents shall be filed with the Secretary of the Company and shall be maintained in the Company’s records. Every written consent shall bear the date of signature of each Shareholder who signs the consent and no written consent shall be effective to take the Company action referred to therein unless, within sixty (60) days of the date the earliest dated consent is delivered to the Company, a written consent or consents signed by holders of a sufficient number of Shares to take the subject action are properly delivered to the Company.

          Section 9. Record Date for Shareholder Notice, Voting and Giving Consents.

          (a) For purposes of determining the Shareholders entitled to vote or act at any meeting or adjournment thereof, the Directors may fix in advance a record date which shall not be greater than ninety (90) days nor fewer than ten (10) days before the date of any such meeting. If the Directors do not so fix a record date, the record date for determining Shareholders entitled to notice of or to vote at a meeting of Shareholders shall be at the close of business on the business day immediately preceding the day on which notice is given, or if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

          (b) The record date for determining Shareholders entitled to give consent to action in writing without a meeting, (i) when no prior action of the Directors has been taken, shall be the day on which the first written consent is given, or (ii) when prior action of the Directors has been taken, shall be (x) such date as determined for that purpose by the Directors, which record date shall not precede the date upon which the resolution fixing it is adopted by the Directors and shall not be more than 20 days after the date of such resolution, or (y) if no record date is fixed by the Directors the record date shall be the close of business on the day on which the Directors adopt the resolution relating to that action.

          (c) Only Shareholders of record on the record date as herein determined shall have any right to vote or to act at any meeting or give consent to any action relating to such record date, provided that no Shareholder who transfers all or part of such Shareholder’s Interest after a record date (and no transferee of such Interest) shall have the right to vote or act with respect to the transferred Interest as regards the matter for which the record date was set.

          Section 10. Proxies. Every Shareholder entitled to vote or act on any matter at a meeting of Shareholders shall have the right to do so either in person or by proxy, provided that an instrument authorizing such a proxy to act is executed by the Shareholder in writing and dated not more than eleven (11) months before the meeting, unless the instrument specifically provides for a longer period. A proxy shall be deemed executed by a Shareholder if the Shareholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the Shareholder or the Shareholder’s attorney-in-fact. A valid proxy that does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it before the vote pursuant to that proxy by a writing delivered to the Company stating that the proxy is revoked, by a subsequent proxy executed by the person who executed

the earlier proxy or by attendance at the meeting and voting in person by the person who executed the earlier proxy or (ii) written notice of the death or incapacity of the maker of that proxy is received by the Company before the vote pursuant to that proxy is counted. A proxy purporting to be executed by the person who executed that proxy or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger.

ARTICLE II
Directors and Meetings of Directors

          Section 1. Powers. The powers of the Directors shall be as provided in the LLC Agreement.

          Section 2. Number of Directors. The number of Directors shall be as provided in the LLC Agreement.

          Section 3. Vacancies. Vacancies in the authorized number of Directors may be filled as provided in the LLC Agreement.

          Section 4. Place of Meetings and Meetings by Telephone. All meetings of the Directors may be held at any place, but not in the United Kingdom, that has been designated from time to time by resolution of the Directors. In the absence of such a designation, regular meetings shall be held at the principal place of business of the Company. Any meeting, regular or special, may be held by conference telephone or similar communication equipment so long as all Directors participating in the meeting can hear one another and none of the Directors are participating in such meeting while present in the United Kingdom. All Directors participating by telephone or similar communication equipment shall be deemed to be present in person such meeting.

          Section 5. Regular Meetings. Regular meetings of the Directors shall be held at such times and at such places, but not in the United Kingdom, as shall be fixed by unanimous approval of the Directors. Such regular meetings may be held without notice.

          Section 6. Special Meetings. Special meetings of the Directors for any purpose or purposes may be called at any time by any Director, the Chairman or by the President; provided, however, that special meetings shall not be held in the United Kingdom. Notice of the time and place of a special meeting shall be delivered personally or by telephone to each Director and sent by first-class mail, by telegram, e-mail or telecopy (or similar electronic means) or by nationally recognized overnight courier, charges prepaid, addressed to each Director at that Director’s address as it is shown on the records of the Company. In case the notice is mailed, it shall be deposited in the United States mail at least five (5) calendar days before the time of the holding of the meeting. In case the notice is delivered personally or by telephone or by telegram, e-mail, telecopy (or similar electronic means) or overnight courier, it shall be given at least one (1) calendar day before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the Director or to a person at the office of the Director who the person giving the notice has reason to believe will

promptly communicate it to the Director. The notice need not specify the purpose of the meeting.

          Section 7. Quorum. A majority of the authorized number of Directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 9 of this Article II. Every act or decision done or made by the affirmative vote of a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Directors, except to the extent that the vote of a higher number of Directors is required by the LLC Agreement, these Bylaws or applicable law.

          Section 8. Waiver of Notice. Notice of any meeting need not be given to any Director who either before or after the meeting signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the records of the Company or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any Director who attends the meeting without protesting before or at its commencement the lack of notice to that Director.

          Section 9. Adjournment. A majority of the Directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given unless the meeting is adjourned for more than forty-eight (48) hours, in which case notice of the time and place shall be given before the time of the adjourned meeting in the manner specified in Section 6 of this Article II.

          Section 10. Action Without a Meeting. Any action to be taken by the Directors at a meeting may be taken without such meeting by the written consent of a majority of the Directors then in office (or such higher number of Directors as is required to authorize or take such action under the terms of the LLC Agreement, these Bylaws or applicable law); provided, however, that such consent shall not be executed in the United Kingdom. Any such written consent may be executed and given by telecopy or similar electronic means. Such written consents shall be filed with the minutes of the proceedings of the Directors. If any action is so taken by the Directors by the written consent of less than all of the Directors, prompt notice of the taking of such action shall be furnished to each Director who did not execute such written consent, provided that the effectiveness of such action shall not be impaired by any delay or failure to furnish such notice.

          Section 11. Delegation of Power; Committees. Any Director may, by power of attorney, delegate his power for a period not exceeding six (6) months at any one time to any other Director or Directors; provided that in no case shall fewer than three (3) Directors personally exercise the powers granted to the Directors, except as otherwise provided by resolution of the Directors. A Director represented by another Director pursuant to such power of attorney shall be deemed to be present for purposes of establishing a quorum and satisfying any voting requirements. The Directors may, by resolution, delegate, any or all of their powers and duties granted hereunder or under the LLC Agreement to one or more committees of the Directors, each consisting of one or more Directors, or to one or more officers, employees or agents, including without limitation Shareholders, and to the extent any such powers or duties are so delegated, action by the delegate or delegates shall be deemed for all purposes to be action by

the Directors. All such delegates shall serve at the pleasure of the Directors. To the extent applicable, notice shall be given to, and action may be taken by, any delegate of the Directors as herein provided with respect to notice to, and action by, the Directors.

ARTICLE III
Officers

          Section 1. Officers. The officers of the Company shall be a Chairman, a President, one or more Vice Presidents, a Secretary and a Treasurer. The Company may also have, at the discretion of the Directors, such other officers as may be appointed in accordance with the provisions of Section 3 of this Article III. Any number of offices may be held by the same person. Each of the officers of the Company may but need not be a Director.

          Section 2. Election of Officers. Subject to any provisions of the LLC Agreement applicable to initial appointment and term of officers, the officers of the Company, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article III, shall be chosen by the Directors, and each shall serve at the pleasure of the Directors. The appointment of officers shall be considered by the Directors at their first meeting after every annual election of Directors by the Shareholders.

          Section 3. Subordinate Officers. The Directors may appoint and may empower the Chairman or the President to appoint such other officers as the business of the Company may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as the Directors (or, to the extent the power to prescribe authorities and duties of subordinate officers is delegated to him, the Chairman or the President) may from time to time determine.

          Section 4. Removal and Resignation of Officers. Any officer may be removed, with or without cause, by the Directors at any regular or special meeting of the Directors or by such officer, if any, upon whom such power of removal may be conferred by the Directors. Any officer may resign at any time by giving written notice to the Company. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and unless otherwise specified in notice of a resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a party.

          Section 5. Vacancies in Offices. A vacancy in any office because of death, resignation, removal, disqualification or other cause shall be filled in the manner prescribed in these Bylaws for regular appointment to that office. The Chairman or the President may make temporary appointments to a vacant office pending action by the Directors.

          Section 6. President. The President shall be the chief executive officer of the Company and shall, subject to the control of the Directors, have general supervision, direction and control of the business and the officers of the Company. He or she shall have the general powers and duties of management usually vested in the office of President of a corporation and shall have such other powers and duties as may be prescribed by the Directors, the LLC Agreement or these Bylaws.

          Section 7. Vice Presidents. In the absence or disability of the President, the Vice Presidents, in order of their rank as fixed by the Directors, shall perform all the duties of the President and when so acting shall have all powers of and be subject to all the restrictions upon the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Directors, the Chairman or the President or by these Bylaws.

          Section 8. Secretary. The Secretary shall keep or cause to be kept at the principal place of business of the Company or such other place as the Directors may direct a book of minutes of all meetings and actions of Directors, committees or other delegates of Directors and Shareholders with the time and place of holding, whether regular or special, and if special, how authorized, the notice given, the names of those present at Directors’ meetings or committee or other delegate meetings, the number of Shares present or represented at meetings of Shareholders and the proceedings. The Secretary shall keep or cause to be kept at the principal place of business of the Company, a register or a duplicate register showing the names of all Shareholders and their addresses, the number and classes of Shares held by each, the number and date of certificates issued for the same, if any, and the number and date of cancellation of every certificate surrendered for cancellation. The Secretary shall give or cause to be given notice of all meetings of the Shareholders and of the Directors (or committees or other delegates thereof) required to be given by these Bylaws or by applicable law and shall have such other powers and perform such other duties as may be prescribed by the Directors, the Chairman or the President or by these Bylaws.

          Section 9. Treasurer. The Treasurer shall keep and maintain or cause to be kept and maintained adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of the assets, liabilities, receipts, disbursements, gains, losses, capital and retained earnings the Company. The books of account shall at all reasonable times be open to inspection by any Director. The Treasurer shall deposit all monies and other valuables in the name and to the credit of the Company with such depositaries as may be designated by the Directors. He or she shall disburse the funds of the Company as may be ordered by the Directors, shall render to the Chairman, the President and Directors, whenever they request it, an account of all of his or her transactions as chief financial officer and of the financial condition of the Company and shall have other powers and perform such other duties as may be prescribed by the Directors, the Chairman or the President or these Bylaws.

ARTICLE IV
Records and Reports

          Section 1. Maintenance and Inspection of Shareholder Registrar. The Company shall maintain at its principal place of business a record of its Shareholders, giving the names and addresses of all Shareholders and the number and class of Shares held by each Shareholder. Subject to such reasonable standards (including standards governing what information and documents are to be furnished and at whose expense) as may be established by the Directors from time to time, each Shareholder has the right, to obtain from the Company from time to time upon reasonable demand for any purpose reasonably related to the Shareholder’s interest as a Shareholder of the Company a record of the Company’s Shareholders.

          Section 2. Maintenance and Inspection of Bylaws. The Company shall keep at its principal place of business the original or a copy of these Bylaws as amended to date, which shall be open to inspection by the Shareholders at all reasonable times during office hours.

          Section 3. Maintenance and Inspection of Other Records. The accounting books and records, minutes of proceedings of the Shareholders and the Directors and any committees or delegates of the Directors and all other information pertaining to the Company that is required to be made available to the Shareholders under the Delaware Act shall be kept at such place or places designated by the Directors or in the absence of such designation, at the principal place of business of the Company. The minutes shall be kept in written form and the accounting books and records and other information shall be kept either in written form or in any other form capable of being converted into written form. The books of account and records of the Company shall be maintained in accordance with generally accepted accounting principles consistently applied during the term of the Company, wherein all transactions, matters and things relating to the business and properties of the Company shall be currently entered. Subject to such reasonable standards (including standards governing what information and documents are to be furnished and at whose expense) as may be established by the Directors from time to time, minutes, accounting books and records and other information shall be open to inspection upon the written demand of any Shareholder at any reasonable time during usual business hours for a purpose reasonably related to the Shareholder’s interests as a Shareholder. Any such inspection may be made in person or by an agent or attorney and shall include the right to copy and make extracts. Notwithstanding the foregoing, the Directors shall have the right to keep confidential from Shareholders for such period of time as the Directors deem reasonable, any information which the Directors reasonably believe to be in the nature of trade secrets or other information the disclosure of which the Directors in good faith believe is not in the best interests of the Company or could damage the Company or its business or which the Company is required by law or by agreement with a third party to keep Confidential.

          Section 4. Inspection by Directors. Every Director shall have the right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Company for a purpose reasonably related to his position as Director. This inspection by a Director may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.

ARTICLE V
General Matters

          Section 1. Certificates. Each Shareholder shall be entitled to a Certificate evidencing its Interest in the Company signed by, or in the name of the Company by, the President or a Vice President. Any and all of the signatures on the Certificate may be by facsimile. Transfers of Interests shall be made only upon the transfer books of the Company kept at an office of the Company or transfer agents designated to transfer Interests in the Company. Except where a Certificate is issued in accordance with Section 8(b)(iii) of the LLC Agreement with respect to a lost, stolen or destroyed Certificate, an outstanding Certificate for the number of Shares to be transferred shall be surrendered for cancellation before a new Certificate is issued therefor. The issue, transfer, conversion and registration of Certificate shall be governed by such other regulations as the Directors may from time to time establish.

          Section 2. Checks, Drafts, Evidence of Indebtedness. The persons from time to time holding the position of Chairman, President, Vice President, Secretary, Treasurer or controller (if any) of the Company, acting by written instrument signed by any two of them, are hereby authorized (i) to open or close any bank account or investment account of the Company, (ii) to designate the use of any such account, (iii) to grant authority to any person or combination of persons to sign checks, by manual or facsimile signature or to issue oral, wire or written instructions for the withdrawal of funds from, or other action with respect to, any such account, (iv) to revoke the authority of any person or persons to sign checks or to issue instructions, (v) to establish a maximum amount as to which any person or combination of persons shall be authorized to sign checks or issue instructions, and (vi) to take all further actions, and to execute and deliver all such further instructions and documents, in the name and on behalf of the Company, as in their judgment shall be necessary, proper or advisable in connection with the foregoing matters. Any resolution supplied by a financial institution or investment company and approved and executed by any two of the officers designated in this Section 2 of this Article V shall be deemed resolutions duly adopted by the Board of Directors and shall be filed with the minutes of meetings of Directors.

          Section 3. Contracts and Instruments; How Executed. The Directors, except as otherwise provided in the LLC Agreement or these Bylaws, may authorize any Director(s), officer(s) or agent(s) to enter into any contract or execute any instrument in the name of and on behalf of the Company and this authority may be general or confined to specific instances; and unless so authorized or ratified by the Directors or within the agency power of an officer (or otherwise specified in the LLC Agreement or these Bylaws), no Shareholder, officer, agent, or employee shall have any power or authority to bind the Company by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

          Section 4. Representation of Shares of Other Entities Held by Company. The President or any Vice President or any other person authorized by the Directors or by any of the foregoing designated officers, is authorized to vote or represent on behalf of the Company any and all shares of any corporation, partnership, trust, limited liability company or other entities, foreign or domestic, standing in the name of the Company. The authority granted may be exercised in person or by a proxy duly executed by such designated person.

          Section 5. Seal. The Directors may approve and adopt an official Company seal, which may be altered by them at any time. Unless otherwise required by the Directors, any seal so adopted shall not be necessary to be placed on, and its absence shall not impair the validity of, any document, instrument or other paper executed and delivered by or on behalf of the Company.

          Section 6. Fiscal Year. Unless otherwise specified in the LLC Agreement, the fiscal year of the Company shall be fixed by resolution of the Board of Directors.

          Section 7. Reliance Upon Books, Reports and Records. Each Director, each Shareholder of any committee designated by the Board of Directors, and each officer of the Company shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Company and upon such information, opinions, reports or statements presented to the Company by any of its officers or employees, or

committees of the Board of Directors so designated, or by any other person as to matters which such manager or committee Shareholder reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company.

ARTICLE VI
Amendments and Incorporation by Reference into LLC Agreement

          Section 1. Amendment. These Bylaws may be restated, amended, supplemented or repealed only by unanimous vote of the Directors or unanimous vote of the Shareholders.

          Section 2. Incorporation by Reference of Bylaws into LLC Agreement. These Bylaws and any amendments thereto shall be deemed incorporated by reference in the LLC Agreement.

Dated: July 11, 2007

EX-3.99

Exhibit 3.99

AMERICAS BEVERAGES MANAGEMENT GP

and

INTERNATIONAL BEVERAGE INVESTMENTS GP

AMENDED AND RESTATED
AGREEMENT OF GENERAL
PARTNERSHIP
MOTT’S GENERAL PARTNERSHIP

THIS AMENDED AND RESTATED AGREEMENT OF GENERAL PARTNERSHIP is made on April 4, 2008, and is a complete amendment and restatement of the Agreement of General Partnership dated March 4, 2008 and the Agreement of General Partnership dated July 10, 2007.

BETWEEN:

(1)       Americas Beverages Management GP, a Nevada General Partnership (“Partner 1”); and

(2)       International Beverage Investments GP, a Nevada General Partnership (“Partner 2”)

RECITAL

Partner 1 and Partner 2 desire to continue the Partnership as a general partnership.

THE PARTIES AGREE AS FOLLOWS:

1. GENERAL PROVISIONS

1.1.	Definitions
	The following definitions shall for all purposes, unless otherwise clearly indicated, apply to the terms used in this Agreement:
	“Act” shall have the meaning ascribed to it in Clause 1.2 below;
	“Agreement” means this Agreement of General Partnership, including all amendments and modifications hereto and all schedules and exhibits to which reference is made herein;
	“Partners” means Partner 1 and Partner 2 and any other Person admitted as a Partner pursuant to Clause 1.7, until such time as any of such Persons shall have withdrawn or been deemed to have withdrawn as a Partner in accordance with the terms hereof, and “Partner” means any of them;
	“Percentage Interest” means with respect to each Partner, the percentage representing that Partner’s proportionate share of the assets of the Partnership as initially specified in this Agreement and thereafter adjusted for disproportionate contributions and distributions;
	“Person” means an individual, partnership, corporation, limited liability company, trust or other entity of whatever nature.

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1.2.	Formation of the Partnership
	The Partners agree to and hereby continue the Partnership as a general partnership, pursuant to Chapter 87 of the Nevada Revised Statutes, cited as the Nevada Uniform Partnership Act, and pursuant to NRS 87.025 elects and expressly states that the Partnership volunteers to be governed by the provisions of NRS 87.010 to 87.430, inclusive (the “Act”), and this Agreement. Except as provided in this Agreement, the rights, duties, liabilities and obligations of the Partners and the administration, dissolution, winding up and termination of the Partnership shall be governed by the Act.
1.3.	Name
	The name of the Partnership shall be Mott’s General Partnership. The name of the Partnership may be changed by the Partners.
1.4.	Principal Place of Business
	The principal place of business of the Partnership shall be located at 900 King Street, Rye Brook, NY 10573.
1.5.	Term
	The term of the Partnership shall commence on the date hereof and shall continue until the Partners agree to dissolve the Partnership or the Partnership is dissolved pursuant to the terms of the Act.
1.6.	Business of the Partnership

(a)	The Partners have organized the Partnership for the purposes of the carrying on of the business of making debt and/or equity investments and engaging in any lawful business permitted by the Act or the laws of any jurisdiction in which the Partnership may do business.
(b)	The Partners may invest any funds which are held prior to investment or distribution, or held in any reserve established by the Partners, in such instruments or investments as the Partners may designate.
(c)	Subject to the terms of this Agreement, the Partners may enter into, deliver and perform all contracts, agreements and other undertakings and engage in all activities and transactions as may be necessary or appropriate to carry out the foregoing purposes.

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1.7.	Addition and Withdrawal
	Except as provided in Clause 5 below:

(a)	No Person may be admitted as a Partner to the Partnership without the consent of all of the Partners; and
(b)	No Partner shall withdraw from the Partnership without the consent of the other Partners then party to this Agreement.

2. MANAGEMENT

2.1. Management

(a)	Subject to the provisions of the Act and any limitations in this Agreement, the Partners have, acting together or separately, complete and exclusive power to direct and control the business and affairs of the Partnership.
(b)	The Partners hereby constitute a management committee of the Partnership (the “Management Committee”) consisting of two members (each, a “Designated Representative”), mutually designated by Partner 1 and Partner 2. In addition, Partner 1 and Partner 2 may mutually appoint one or more delegates to serve in case of any such Designated Representative’s unavailability and one or more substitute delegates, each to serve in the case of such delegate’s or substitute delegate’s unavailability. Meetings of the Management Committee shall be called at the request of any Designated Representative (or its delegate or any of its substitute delegates, as applicable) upon two days’ prior written notice to the other Designated Representative (or its delegate or any of its substitute delegates, as applicable). The Management Committee may only act upon the affirmative vote of at least two Designated Representatives (or their respective delegates or substitute delegates, as applicable) or upon the unanimous written consent of all Designated Representatives (or their respective delegates or substitute delegates, as applicable).
	The names of the Designated Representatives are set forth on “Schedule 1”.
(c)	Without the prior approval of the Management Committee, the Partnership shall not:

(i) create, incur or be obligated in respect of any indebtedness for money borrowed;

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(ii)	make any acquisition of, or material investment in, any person, firm or corporation;
(iii)	sell, lease, transfer or otherwise dispose of (by merger, consolidation or otherwise), other than in the ordinary course of business, any significant part of the Partnership’s operations, business, properties or assets;
(iv)	guarantee, assume or become contingently liable for, either directly or indirectly, any liability of others;
(v)	bid, make a proposal for or enter into any material contract, franchise or other arrangement that would constitute an obligation of the Partnership; or
(vi)	change the fiscal year of the Partnership.
Notwithstanding the foregoing, Partner 1 and Partner 2 may by resolution of both authorize any action by the Partnership without action or approval of the Management Committee.

(d) The management of the Partnership, including executive and administrative responsibility for the management of the Partnership’s business, shall, to the extent authorized by the Management Committee, be vested in a Chief Executive Officer and such other officers as are designated by the Management Committee.

2.2.	Meetings
	Meetings of the Partnership shall be held at least once annually. Meetings of the Partnership shall not take place unless both a representative of Partner 1 and a representative of Partner 2 is present unless written consent in lieu of such a meeting of Partners has been executed.
2.3.	Representatives
	Any Designated Representative, delegate or substitute delegate appointed by a Partner, or any director of a Partner or any other person nominated at a board meeting of a Partner shall constitute a representative of that Partner for the purposes of Clause 2.2 above.

3. CAPITAL ACCOUNTS; CONTRIBUTIONS; WITHDRAWALS

3.1.	Capital Accounts
	The Partnership shall maintain capital accounts in accordance with the rules of Treas. Reg. Section 1.704-1(b)(2)(iv).

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3.2.	No Additional Compulsory Contributions
	Except as may be required by this Agreement or as agreed from time to time between the Partners, neither Partner shall have any obligation to make further contributions to the capital of the Partnership.
3.3.	Interest
	No interest shall be paid on or with respect to the capital account or capital contributions of any of the Partners.
3.4.	Loans from Partners
	Loans by a Partner shall not be considered contributions to the capital of the Partnership except as herein provided.
3.5.	Priority
	Neither Partner shall be entitled to priority over the other Partner with respect to a return of capital or distributions, except as herein provided.

4. DISTRIBUTIONS; LIABILITIES AND LOSSES; ALLOCATIONS

4.1.	Distributions and Profits
	Except as otherwise modified by this Agreement or supplemented by resolution of the Partners, the net profits of the Partnership shall be beneficially owned by the Partners in proportion to their Percentage Interests and for an accounting year shall be distributed to the Partners promptly in said proportions. Provided, however, that if a Partner unexpectedly receives an allocation or distribution that creates or increases a deficit in such Partner’s adjusted capital account balance within the meaning of Treas. Reg. Section 1.704-1(b)(2)(ii)(d), this Agreement shall be applied and interpreted as providing for a qualified income offset.
4.2.	Liabilities and Losses
	The Partners shall bear all liabilities, and all losses and expenses properly incurred by the Partnership, in proportion to their Percentage Interests. Provided, however, that no Partner shall receive an allocation of losses that would create or increase a deficit in such Partner’s adjusted capital account balance within the meaning of Treas. Reg. Section 1.704-1(b)(2)(ii)(d).

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4.3.	Allocation of Royalty Income
	Notwithstanding any other provision in this Agreement, all gross royalty income of the Partnership, including any distributive share of gross royalty income from any lower-tier partnership or limited liability company, will be specially allocated to Partner 1.
4.4.	Allocation of Excess Nonrecourse Liabilities
	“Excess nonrecourse liabilities” of the Partnership within the meaning of Treas. Reg. Section 1.752-3(a)(3) will be allocated in accordance with the manner in which the Partnership allocates gross royalty income under section 4.3 of this Agreement.

5. ASSIGNMENT OF PARTNER INTEREST

5.1.	Assignment
	Neither Partner shall, without the prior written consent of the other Partner (which consent may be given or withheld in the sole discretion of the other Partner), sell, assign, pledge, encumber, or otherwise transfer all or any part of its interest in the assets of the Partnership except by operation of law. Any assignment permitted by or pursuant to this Agreement shall be by written instrument.
5.2.	Conversion
	Conversion of a Partner from its existing form to another form shall not constitute an assignment for the purposes of this Agreement.

6. DISSOLUTION OF THE PARTNERSHIP

6.1

Liquidation

Upon the occurrence of any Event of Dissolution as hereinafter defined, the Partners shall engage in no further business except as may be necessary to distribute the assets of the Partners and wind up the affairs of the Partnership: The Partners, acting jointly, shall appoint a liquidator (who may, but need not, be a Partner) who shall have sole authority and control over the winding up and liquidation of the Partners’ business and affairs and shall diligently pursue the winding up and liquidation of the Partnership. During the course of liquidation, there shall be no cash distributions to the Partners until the Distribution Date (as hereinafter defined).

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6.2	Events of Dissolution
	In addition to the causes of dissolution set forth in the Act, the Partners agreeing to dissolve the Partnership shall constitute an “Event of Dissolution” of the Partnership.
6.3	Winding Up
	Liquidation shall continue until the Partnership’s affairs are in such condition that there can be a final accounting, showing that all fixed or liquidated obligations and liabilities of the Partners are satisfied or can be adequately provided for under this Agreement. The assumption or guarantee in good faith by one or more financially responsible persons shall be deemed to be an adequate means of providing for such obligations and liabilities. In the course of such winding up, the assets of the Partnership shall be distributed in kind to the Partners unless the Partners agree that the assets shall be sold.
6.4	Liquidating Distributions
	When the liquidator has determined that there can be a final accounting, the liquidator shall establish a date for the distribution of the proceeds of liquidation of the Partnership (the “Distribution Date”). The assets of the Partnership, to the extent they are sufficient, shall be distributed in the following order on the Distribution Date:

(a)	First to pay all expenses of liquidation and winding up;
(b)	Second, to pay all debts of the Partnership, other than debts owing to the Partners;
(c)	Third, to pay all debts owed to the Partners; and
(d)	Fourth, to the Partners in proportion to their respective capital accounts until each Partner has received in cash or in kind distributions equal to any positive balance in the Partner’s capital account.

6.5	No Deficit Restoration
	Neither Partner shall be liable for the return of the capital contributions of the other Partner, or any portion thereof; nor shall any Partner be required to pay any deficit in its capital account upon dissolution of the Partnership.

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7. ACCOUNTING

7.1	Fiscal Year
	The fiscal year of the Partnership for both financial and tax reporting purposes shall end on December 31 in each year.
7.2	Books and Records
	Complete books and records accurately reflecting the accounts, business and transactions shall be maintained and kept by the Partnership.

8. MISCELLANEOUS

8.1.	Execution in Counterparts
	This Agreement may be executed in two counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. Valid execution shall be deemed to have occurred when a signature page is executed by the Partner in question.
8.2.	Notices
	All notices, approvals, consents and other communications required or permitted to be given under this Agreement shall be in writing and shall be hand delivered (including by messenger or recognized commercial delivery or courier service), sent by facsimile transmission or sent by registered or certified mail, postage prepaid, addressed to the Partner intended at the address set forth below or at such other address as such Partner may designate by notice given to the other Partners in the manner aforesaid and shall be deemed given and received on the date it is delivered, in the case of delivery by hand or facsimile, or, in the case of delivery by mail, actual delivery as shown by the addressee’s return receipt. Rejection or other refusal to accept or inability to deliver because of a change of address of which no notice was given shall be deemed to be receipt of the notice.

Partner 1
Attention:	Secretary
Address:	900 King Street
	Rye Brook, NY 10573
Facsimile number:

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Partner 2
Attention:	Secretary
Address:	900 King Street
	Rye Brook, NY 10573
Facsimile number:

8.3.	Governing Law
	This Agreement and all matters in connection with the power, authority and rights of the Partners hereunder shall in all respects be governed by, interpreted and construed in accordance with the laws of the State of Nevada, without giving effect to the principles of conflicts of laws.
8.4	Additional Instruments
	This Agreement shall be binding upon the parties hereto and upon their successors or assigns and the parties hereto agree for themselves and their successors and assigns to execute any and all instruments in writing which are or may become necessary or proper to carry out the purpose and intent of this Agreement.
8.5	Severability
	In the event any provisions of this Agreement shall be held to be invalid, illegal or unenforceable under present or future laws effective during the term of this Agreement, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected thereby, and in lieu of each such invalid, illegal or unenforceable provisions, there shall be added automatically as part of this Agreement a provision as similar in terms to such invalid, illegal or unenforceable provisions as may be valid, legal and enforceable.
8.6	Waiver
	No waiver of any provisions of this Agreement shall be valid unless in writing and signed by the person or party against whom charged.
8.7	Entire Agreement
	This instrument constitutes the entire agreement between the Partners with respect to the Partnership and supersedes all prior agreements, understandings, offers and negotiations oral or written between the parties.

[Signature page follows.]

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IN WITNESS whereof this Agreement has been executed on the date first above written.

Signed by:	/s/ James L. Baldwin
Duly authorized on behalf of
AMERICAS BEVERAGES MANAGEMENT GP
James L. Baldwin, Executive Vice President & Secretary
Signed by:	/s/ John O. Stewart
Duly authorized on behalf of
INTERNATIONAL BEVERAGE INVESTMENTS GP
John O. Stewart, Executive Vice President & CFO

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SCHEDULE 1

Designated Representatives
(at formation)

Designated Representative	Delegate	Substitute Delegate
Lisa M. Longo
James L. Baldwin

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SCHEDULE 2

PARTNERS INITIAL CONTRIBUTION

Partner	Percentage Interest
Partner 1		83.2	%
Partner 2		16.8	%

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EX-3.100

Exhibit 3.100

CERTIFICATE OF INCORPORATION

OF

MOTT’S INC.

ARTICLE I

Name

          The name of the corporation is Mott’s Inc. (the “Corporation”)

ARTICLE II

Registered Office and Registered Agent

          The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the registered agent of the Corporation at such address is The Corporation Trust Company.

ARTICLE III

Corporate Purpose

          The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “General Corporation Law”).

ARTICLE IV

Capital Stock

          The total number of shares of all classes of stock that the Corporation shall have authority to issue is 1,000, all of which shall be shares of Common Stock, par value $.01 per share.

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ARTICLE V

Directors

          (1) Elections of directors of the Corporation need not be by written ballot, except and to the extent provided in the By-laws of the Corporation.

          (2) To the fullest extent permitted by the General Corporation Law as it now exists and as it may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

ARTICLE VI

Indemnification of Directors, Officers and Others

          (1) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person seeking indemnification did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

          (2) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in

 3

such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

          (3) To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action suit or proceeding referred to in Sections (1) and (2) of this Article VI, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

          (4) Any indemnification under Sections (1) and (2) of this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in such Sections (1) and (2). Such determination shall be made (a) by the Board of Directors of the Corporation by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the stockholders of the Corporation.

          (5) Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation authorized in this Article VI. Such expenses (including attorneys’ fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors of the Corporation deems appropriate.

          (6) The indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any law, by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office.

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          (7) The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of Section 145 of the General Corporation Law.

          (8) For purposes of this Article VI, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VI with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

          (9) For purposes of this Article VI, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves service by, such director, officer, employee or agent with respect to any employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VI.

          (10) The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

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ARTICLE VII

By-Laws

          The directors of the Corporation shall have the power to adopt, amend or repeal by-laws.

ARTICLE VIII

Amendment

          The Corporation reserves the right to amend, alter, change or repeal any provision of this Certificate of Incorporation, in the manner now or hereafter prescribed by law, and all rights conferred on stockholders in this Certificate of Incorporation are subject to this reservation.

ARTICLE IX

Incorporator

          The name and mailing address of the sole incorporator is as follows:

Name	Mailing Address
Michelle S. Pae	Shearman & Sterling
	599 Lexington Avenue
	New York, NY 10022

          I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate of Incorporation, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 23rd day of December, 1994.

/s/ Michelle S. Pae  

Michelle S. Pae 

EX-3.101

Exhibit 3.101

PAGE 1

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF CONVERSION OF A DELAWARE CORPORATION UNDER THE NAME OF “MOTT’S INC.” TO A DELAWARE GENERAL PARTNERSHIP, CHANGING ITS NAME FROM “MOTT’S INC.” TO “MOTT’S PARTNERS”, FILED IN THIS OFFICE ON THE TWENTY-SECOND DAY OF DECEMBER, A.D. 2003, AT 11:40 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF CONVERSION IS THE TWENTY-EIGHTH DAY OF DECEMBER, A.D. 2003, AT 3 O’CLOCK P.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

		/s/ Harriet Smith Windsor
		Harriet Smith Windsor, Secretary of State
2462306     8100V		AUTHENTICATION: 2844015
030829128		DATE: 12-31-03

CERTIFICATE OF CONVERSION

TO

GENERAL PARTNERSHIP

(PURSUANT TO SECTION 266 OF THE DELAWARE GENERAL
CORPORATION LAW AND SECTION 15-901 OF THE
DELAWARE REVISED UNIFORM PARTNERSHIP ACT)

This Certificate of Conversion to General Partnership dated as of December 18, 2003 is executed and filed by the undersigned to convert Mott’s Inc., a corporation organized and existing under the laws of Delaware (the “Corporation”), into a general partnership under the Delaware Revised Uniform Partnership Act. The undersigned DOES HEREBY CERTIFY as follows:

     FIRST: The name of the Corporation immediately prior to the filing of this Certificate of Conversion to General Partnership is Mott’s Inc.

     SECOND: The date of filing of the Corporation’s original Certificate of Incorporation with the Secretary of State of Delaware is December 23, 1994.

     THIRD: The name of the general partnership into which the Corporation shall be converted as set forth in the Statement of Partnership Existence is “Mott’s Partners”.

     FOURTH: The effective date and time of the conversion of the Corporation into a general partnership shall be as of December 28, 2003 at 3:00 P.M. Eastern Standard Time.

     FIFTH: The conversion of the Corporation into Mott’s Partners has been approved in accordance with the provisions of Section 266 of the Delaware General Corporation Law and Section 15-901 of the Delaware Revised Uniform Partnership Act.

[Signature page follows.]

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:38 PM 12/22/2003

FILED 11:40 PM 12/22/2003

SRV 030829128 — 2462306 FILE

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Conversion to General Partnership as of the date first written above.

MOTT’S INC.
By:	/s/ Marian Brancaccio
	Name:	Marian Brancaccio
	Title:	Senior Vice President and Secretary

Signature Page to Certificate of Conversion to General Partnership

EX-3.102

Exhibit 3.102

PAGE 1

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE STATEMENT OF QUALIFICATION OF “MOTT’S PARTNERS”, CHANGING ITS NAME FROM “MOTT’S PARTNERS” TO “MOTT’S LLP”, FILED IN THIS OFFICE ON THE TWENTY-SECOND DAY OF DECEMBER, A.D. 2003, AT 11:40 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID STATEMENT OF QUALIFICATION IS THE TWENTY-EIGHTH DAY OF DECEMBER, A.D. 2003, AT 3 O’CLOCK P.M.

		/s/ Harriet Smith Windsor
		Harriet Smith Windsor, Secretary of State
2462306     8100		AUTHENTICATION: 2927073
040099237		DATE: 02-12-04

STATEMENT OF QUALIFICATION

OF

MOTT’S LLP

This Statement of Qualification of Mott’s LLP dated as of December 18, 2003 is executed and tiled by the undersigned to form a limited liability partnership under the Delaware Revised Uniform Partnership Act. The undersigned DOES HEREBY CERTIFY as follows:

     FIRST: The name of the limited liability partnership is Mott’s LLP (the “Partnership”).

     SECOND: The Partnership’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the Partnership’s registered agent at such address is Corporation Trust Company.

     THIRD: The number of partners of the limited liability partnership is two.

     FOURTH: The partnership elects to be a limited liability partnership.

     FIFTH: The effective date of this Statement of Qualification is December 28, 2003 at 3:00 P.M. Eastern Standard Time.

[Signature page follows.]

State of Delaware
Secretary of State
Division of Corporations
Delivered 11:38 PM 12/22/2003
FILED 11:40 PM 12/22/2003
SRV 030847131 — 2462306 FILE

IN WITNESS WHEREOF, the undersigned has duly executed this Statement of Qualification as of the date first written above.

MOTT’S LLP
By:	Snapple Beverage Corp., as
	a limited liability partner
By:	/s/ James L. Baldwin
	Name:	James L. Baldwin
	Title:	Senior Vice President
By:	Nantucket Allserve, Inc., as
	a limited liability partner
By:	/s/ James L. Baldwin
	Name:	James L. Baldwin
	Title:	Senior Vice President

Signature Page to Statement of Qualification

EX-3.103

Exhibit 3.103

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF STATEMENT OF PARTNERSHIP EXISTENCE OF “MOTT’S PARTNERS” FILED IN THIS OFFICE ON THE TWENTY-SECOND DAY OF DECEMBER, A.D. 2003, AT 11:40 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF STATEMENT OF PARTNERSHIP EXISTENCE IS THE TWENTY-EIGHTH DAY OF DECEMBER, A.D. 2003, AT 3 O’CLOCK P.M.

		/s/ Harriet Smith Windsor
		Harriet Smith Windsor, Secretary of State
2462306     8100V		AUTHENTICATION: 2844015
030829128		DATE: 12-31-03

STATEMENT OF PARTNERSHIP EXISTENCE

OF

MOTT’S PARTNERS

This Statement of Partnership Existence of Mott’s Partners dated as of December 18, 2003 is executed and filed by the undersigned to form a general partnership under the Delaware Revised Uniform Partnership Act. The undersigned DOES HEREBY CERTIFY as follows:

     FIRST: The name of the general partnership is Mott’s Partners (the “Partnership”).

     SECOND: The Partnership’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the Partnership’s registered agent at such address is Corporation Trust Company.

     THIRD: The effective date of this Statement of Partnership Existence is December 28, 2003 at 3:00 P.M. Eastern Standard Time.

[Signature page follows.]

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:38 PM 12/22/2003

FILED 11:40 PM 12/22/2003

SRV 030829128 — 2462306 FILE

IN WITNESS WHEREOF, the undersigned has duly executed this Statement of Partnership Existence as of the date first written above.

MOTT’S PARTNERS
By:	Snapple Beverage Corp., as
	a general partner
By:	/s/ James L. Baldwin
	Name:	James L. Baldwin
	Title:	Senior Vice President
By:	Nantucket Allserve, Inc., as
	a general partner
By:	/s/ James L. Baldwin
	Name:	James L. Baldwin
	Title:	Senior Vice President

Signature Page to Statement of Partnership Existence

EX-3.104

Exhibit 3.104

LIMITED LIABILITY PARTNERSHIP AGREEMENT

OF

MOTT’S LLP

Dated as of December 28, 2003

TABLE OF CONTENTS

		Page
ARTICLE 1	FORMATION		1
1.1	Formation and Name of Partnership		1
1.2	Purpose and Powers		1
1.3	Term		1
1.4	Registered Office and Resident Agent		1
ARTICLE 2	PARTNERSHIP INTERESTS		2
2.1	Classes		2
ARTICLE 3	CAPITAL ACCOUNTS		2
3.1	Capital Accounts		2
3.2	Profits and Losses		2
ARTICLE 4	MANAGEMENT OF THE PARTNERSHIP; MANAGERS; OFFICERS		2
4.1	Managers		2
	(a)   Generally		2
	(b)    Meetings		2
	(c)    Quorum		2
	(d)    Participation by Telephone		3
	(e)    Action by Written Consent		3
4.2	Officers		3
	(a)     Generally		3
	(b)    The Chief Executive Officer		3
	(c)    Other Officers		3
ARTICLE 5	ACCOUNTING PROVISIONS		3
5.1	Fiscal and Taxable Year		3
5.2	Books and Accounts		3
	(a)   Generally		3
	(b)   Bank Accounts		4
ARTICLE 6	ANNUAL REPORT		4
6.1	General		4
ARTICLE 7	DISSOLUTION AND LIQUIDATION OF THE PARTNERSHIP		4
7.1	General		4

TABLE OF CONTENTS
(continued)

		Page
ARTICLE 8	INDEMNIFICATION AND LIMITATION OF LIABILITY OF MANAGERS AND OFFICERS		5
8.1	Indemnification		5
8.2	Manager’s or Officer’s Liability to the Partnership and Partners		5
ARTICLE 9	MISCELLANEOUS PROVISIONS		5
9.1	Governing Law; Consent to Jurisdiction		5
9.2	Entire Agreement		5
9.3	Notices		6
9.4	Captions		6
9.5	Pronouns		6
9.6	Execution		6
9.7	Amendments and Waivers		6
9.8	Binding Effect		6
9.9	Severability		6
9.10	Further Assurances		6
9.11	No Third Party Beneficiaries		6

LIMITED LIABILITY PARTNERSHIP AGREEMENT
OF
MOTT’S LLP

A Delaware Limited Liability Partnership

THIS LIMITED LIABILITY PARTNERSHIP AGREEMENT is dated as of December 28, 2003 (this “Agreement”) by and between Snapple Beverage Corp. and Nantucket Allserve, Inc. (collectively, the “Partners”).

     WHEREAS, the Partners hereto have joined together in a limited liability partnership for the purpose of carrying on a business in common with a view to profit as hereinafter set forth.

     NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is agreed as follows:

ARTICLE 1

FORMATION

     1.1 Formation and Name of Partnership. On the date hereof, the Partners formed a limited liability partnership under and pursuant to the Delaware Revised Uniform Partnership Act (the “Act”) under the name “Mott’s LLP” (the “Partnership”) and filed a Statement of Qualification (the “Statement”) with the Delaware Secretary of State. The business office of the Partnership shall be at such place or places as the Board (as hereinafter defined) may from time to time designate.

     1.2 Purpose and Powers. The purposes for which the Partnership has been formed are to engage in any lawful act or activity for which limited liability partnerships may be formed under the Act, as such acts or activities may be determined by the Board. The Partnership shall have the authority to do all things necessary or convenient to accomplish its purpose and operate its business.

     1.3 Term. The term of the Partnership shall commence on the date first written above. The Partnership shall have perpetual existence unless the Partnership is earlier dissolved in accordance with either the terms of this Agreement or the Act (such term of existence, the “Term”).

     1.4 Registered Office and Resident Agent. The registered office and resident agent of the Partnership shall be as designated in the Statement or any amendment thereto, and may be changed from time to time in accordance with the Act. If the resident agent shall ever resign, then the Board shall promptly appoint a successor.

ARTICLE 2

PARTNERSHIP INTERESTS

     2.1 Classes. The partnership interests of the Partnership shall consist of one class designated as the “Interests”.

ARTICLE 3

CAPITAL ACCOUNTS

     3.1 Capital Accounts. A capital account shall be established and maintained for each Partner on the books of the Partnership initially in the amounts set forth on Exhibit A hereto. Each of the Partners’ accounts shall be: (a) increased by the amount of money, or the fair market value of property, contributed as additional partnership capital, if any, made from time to time by such Partner; (b) increased by such Partner’s allocation of Partnership profits; (c) decreased by the amount of money withdrawn by such Partner from the Partnership; (d) decreased by the fair market value of property distributed to such Partner by the Partnership (net of liabilities secured by such distributed property); and (e) decreased by allocations to such Partner of partnership losses, expenses and deductions.

     3.2 Profits and Losses. Each Partner shall be entitled or shall bear such Partner’s share of all partnership items of profits, losses, distributions, deductions, expenses, credits or allowances, if any, for any period or year pro rata in accordance with such Partner’s respective percentage of partnership interests.

ARTICLE 4

MANAGEMENT OF THE PARTNERSHIP; MANAGERS; OFFICERS

     4.1 Managers.

          (a) Generally. The business and affairs of the Partnership shall be managed by or under the direction of a Board of Managers (the “Board”), none of whom need be Partners. The number of managers constituting the Board (the “Managers”) shall be determined by resolution of the Partners. The Managers shall be appointed by the Partners, and shall hold office until their respective successors are elected and qualified or until their earlier resignation or removal. The Partners may remove, with or without cause, any Manager and fill the vacancy created by such removal.

          (b) Meetings. The Board may hold its meetings in such place or places in the State of Delaware or outside the State of Delaware as the Board from time to time shall determine. Regular meetings of the Board shall be held at such times and places as the Board from time to time by resolution shall determine. No notice shall be required for any regular meeting of the Board.

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          (c) Quorum. One half of the members of the Board in office shall constitute a quorum for the transaction of business and the vote of the majority of the Managers present at any meeting of the Board at which a quorum is present shall be the act of the Board.

          (d) Participation by Telephone. The Managers may participate in a meeting of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

          (e) Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if all Managers of the Board consent thereto in writing and the writing or writings are filed with the minutes of proceedings of the Board.

     4.2 Officers.

          (a) Generally. The officers of the Partnership shall be a Chief Executive Officer and such additional officers, if any, as shall be elected by the Board pursuant to the provisions of Section 4.2(c), shall be elected by the Board. All officers shall hold office at the pleasure of the Board. Any officer may resign at any time upon written notice to the Partnership. Officers may, but need not, be Managers. Any number of offices may be held by the same person. All officers, agents and employees of the Partnership shall be subject to removal, with or without cause, at any time by the Board. Any vacancy caused by the death, resignation or removal of any officer, or otherwise, may be filled by the Board, and any officer so elected shall hold office at the pleasure of the Board.

          (b) The Chief Executive Officer. The Chief Executive Officer shall be elected by the Board and, subject to the control of the Board, shall have general charge and control of all its business and affairs and shall have all powers and shall perform all duties incident to the office of Chief Executive Officer or as may from time to time be assigned by the Board.

          (c) Other Officers. The Board may from time to time elect such other officers (who may, but need not be, Managers), as the Board may deem advisable and such officers shall have such authority and shall perform such duties as may from time to time be assigned by the Board or the Chief Executive Officer.

ARTICLE 5

ACCOUNTING PROVISIONS

     5.1 Fiscal and Taxable Year. The fiscal and taxable year of the Partnership shall end on the last Sunday of each calendar year, unless the Board, in its sole and absolute discretion, designates a different fiscal or taxable year.

     5.2 Books and Accounts.

          (a) Generally. Complete and accurate books and accounts shall be kept and maintained for the Partnership at the Partnership’s principal place of business or at such other

3

place as the Board shall select. Such books and accounts shall be kept for fiscal and tax purposes on the cash or accrual basis, as the Board shall determine. A list of the names and addresses of the Partners shall be maintained as part of the books and records of the Partnership. Each Partner or such Partner’s duly authorized representative, at such Partner’s own expense and upon delivering advance written notice to the Partnership, shall at all reasonable times have access to, and may inspect and make copies of, such books and accounts and any other records of the Partnership.

          (b) Bank Accounts. All funds received by the Partnership shall be deposited in the name of the Partnership in such bank account or accounts as the Board may designate from time to time, and withdrawals therefrom shall be made upon the signature of an officer or upon such other signature or signatures on behalf of the Partnership as the Board may designate from time to time.

ARTICLE 6

ANNUAL REPORT

     6.1 General. The Partnership, in accordance with Section 15-1003 of the Act, shall file an annual report with the Secretary of State of the State of Delaware by the first day of June of each year following the calendar year in which the Statement was filed, which report shall contain (a) the name of the Partnership, a statement that it was formed under the laws of the State of Delaware and the number of partners of the Partnership and (b) the address of the registered office and the name and address of the registered agent for service of process required to be maintained by Section 15-111 of the Act.

ARTICLE 7

DISSOLUTION AND LIQUIDATION OF THE PARTNERSHIP

     7.1 General. Upon the dissolution of the Partnership, the Partnership shall be liquidated in accordance with this Article 7 and the Act. The liquidation shall be conducted and supervised by the Board, or by a person who shall be designated for such purpose by the Board (the Board or such person, as the case may be, the “Liquidating Agent”). The Liquidating Agent shall have all of the rights and powers with respect to the assets and liabilities of the Partnership in connection with the dissolution and liquidation of the Partnership that the Board would have with respect to the assets and liabilities of the Partnership during the Term. Without limiting the foregoing, the Liquidating Agent is hereby expressly authorized and empowered to execute and deliver any and all documents necessary or desirable to effectuate the dissolution and liquidation of the Partnership and the transfer of any asset or liability of the Partnership. The Liquidating Agent shall have the right from time to time, by revocable powers of attorney, to delegate to one or more persons any or all of such rights and powers and such authority and power to execute and deliver documents, and, in connection therewith, to fix the reasonable compensation of each such person, which compensation shall be charged as an expense of liquidation. The Liquidating Agent is also expressly authorized to distribute the Partnership’s property to the Partners subject to liens.

4

ARTICLE 8

INDEMNIFICATION AND LIMITATION OF LIABILITY
OF MANAGERS AND OFFICERS

     8.1 Indemnification. Each person who at any time is or was a Manager or officer of the Partnership, and is or was threatened to be made a party to any threatened, pending or complete action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a Manager or officer of the Partnership, or is or was serving at the request of the Partnership as a manager, officer or director of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any such action, suit or proceeding to the full extent permitted by law. The foregoing right of indemnification shall in no way be deemed exclusive of any rights of indemnification to which such Manager or officer may be entitled under any agreement, vote of the Partners or otherwise.

     8.2 Manager’s or Officer’s Liability to the Partnership and Partners. No Manager or officer shall be liable to the Partnership or to the Partners for any act or omission or breach of duty unless a judgment or other final adjudication adverse to such Manager or officer establishes that such Manager’s or officer’s acts or omissions were in bad faith, involved intentional misconduct or a knowing violation of law or that such Manager or officer personally gained in fact a financial profit or other advantage to which such Manager or officer was not legally entitled.

ARTICLE 9

MISCELLANEOUS PROVISIONS

     9.1 Governing Law; Consent to Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than Delaware. All actions and proceedings arising out of, or relating to, this Agreement shall be heard and determined in any state or federal court sitting in Delaware. The parties hereto, by execution and delivery of this Agreement, expressly and irrevocably consent and submit to the personal jurisdiction of any of such courts in any such action or proceeding. Each such party further irrevocably consents to the service of any complaint, summons, notice or other process relating to any such action or proceeding by delivery thereof to such party by hand or by certified mail, delivered or addressed as set forth in Section 9.3 hereof. The parties hereto hereby expressly and irrevocably waive any claim or defense in any such action or proceeding based on any alleged lack of personal jurisdiction, improper venue or forum non conveniens or any similar basis.

     9.2 Entire Agreement. This Agreement constitutes the entire understanding among the parties hereto with respect to the subject matter hereof and supersedes any prior

5

understandings, agreements or representations by or between the parties hereto, written or oral, with respect to such subject matter.

     9.3 Notices. All notices, demands, solicitations of consent or approval, consents and other communications permitted or required to be given hereunder shall be in writing and shall be deemed to have been duly given only if mailed (registered or certified mail, return receipt requested, postage prepaid), or delivered by reputable international overnight courier addressed as follows: If intended for: (a) the Partnership, to its principal place of business; or (b) any Partner, to the address of such Partner set forth in Exhibit A attached hereto or otherwise as designated by notice by such Partner in the manner provided above.

     9.4 Captions. The captions used in this Agreement are intended for convenience of reference only, shall not constitute any part of this Agreement and shall not modify or affect in any manner the meaning or interpretation of any of the provisions of this Agreement.

     9.5 Pronouns. All pronouns and any variation thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the person or persons may require.

     9.6 Execution. This Agreement may be executed in counterparts, and as so executed shall constitute one agreement binding on the parties hereto.

     9.7 Amendments and Waivers. This Agreement may be amended only by the written consent of the Partners. No waiver shall be valid unless it is in writing and signed by the party against whom such waiver is sought to be enforced.

     9.8 Binding Effect. Except as otherwise provided herein, this Agreement shall be binding upon and shall inure to the benefit of the respective heirs, executors, administrators, legal representatives, and permitted successors and assigns of the parties hereto.

     9.9 Severability. In case any one or more of the provisions contained in this Agreement or any application thereof shall be deemed invalid, illegal or unenforceable in any respect, such affected provisions shall be construed and deemed rewritten so as to be enforceable to the maximum extent permitted by law, thereby implementing, to the maximum extent possible, the intent of the parties hereto, and the validity, legality and enforceability of the remaining provisions contained in this Agreement shall not in any way be affected or impaired thereby.

     9.10 Further Assurances. The Partners will execute and deliver such further instruments and documents and do such further acts and things as may be required to carry out the intent and purposes of this Agreement.

     9.11 No Third Party Beneficiaries. Except as is otherwise specifically provided for in this Agreement or as may otherwise be specifically agreed in writing by all of the Partners, it is not the intention of the parties hereto to confer any third-party beneficiary rights, and this Agreement does not confer any such rights, upon any other natural or legal person.

[Signatures page follows.]

6

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Agreement as of the date first written above.

SNAPPLE BEVERAGE CORP.
By:	/s/ James L. Baldwin
	Name:	James L. Baldwin
	Title:	Senior Vice President
NANTUCKET ALLSERVE, INC.
By:	/s/ James L. Baldwin
	Name:	James L. Baldwin
	Title:	Senior Vice President

Signature Page to Limited Liability Partnership Agreement

EXHIBIT A

	PERCENTAGE
PARTNER	INTEREST
Snapple Beverage Corp. 709 Westchester Avenue White Plains, New York 10604 Attention: Legal Department	99% Interest
Nantucket Allserve, Inc. 709 Westchester Avenue White Plains, New York 10604 Attention: Legal Department	1% Interest

Effective July 1, 2004, the following addresses shall be substituted in place of the addresses set forth above.

Snapple Beverage Corp.
900 King Street
Rye Brook, NY 10573
Attention: Legal Department

Nantucket Allserve, Inc.
900 King Street
Rye Brook, NY 10573
Attention: Legal Department

EX-3.105

Exhibit 3.105

AMENDMENT
TO
THE LIMITED LIABILITY PARTNERSHIP
AGREEMENT
OF
MOTT’S LLP
A DELAWARE LIMITED LIABILITY COMPANY

          AMENDMENT NO 1 (this “Amendment”) to the Limited Liability Partnership Agreement of Mott’s LLP, dated as of
December 31, 2006 at 11:59 p.m., (the “LLP Agreement”).

W I T N E S S E T H

          WHEREAS, Mott’s LLP (“the Company”) has been formed as a limited liability partnership under the Delaware Limited Liability Partnership Act by the filing of a statement of qualification with the Secretary of State of Delaware on December 22, 2003; and

          WHEREAS, Snapple Beverage Corp. and Nantucket Allserve, Inc. the partners, desire to amend the LLP Agreement in certain respects.

          NOW THEREFORE, in consideration of the foregoing, Snapple Beverage Corp.. and Nantucket Allserve, Inc. hereby agree as follows:

          1. Amendment. Exhibit A, is hereby amended in full to be read in its entirety as follows:

EXHIBIT A

Amended as of December 31, 2006 @11:59 pm

PARTNER	PERCENTAGE INTEREST
MSSI LLC	99%
900 King Street Rye Brook, NY 10573
Mott’s GP	1%
900 King Street Rye Brook, NY 10573

           Effect of Amendment. Except as and to the extent expressly modified by this Amendment, the LLC Agreement shall remain in full force and effect in all respects.

     IN WITNESS WHEREOF, the undersigned has duly executed this Amendment to the LLP Agreement, effective as of December 31, 2006 at 11:59 p.m.

NANTUCKET ALLSERVE, INC.
By:	/s/ James L. Baldwin
	James L. Baldwin
	Executive Vice President & Secretary

SNAPPLE BEVERAGE CORP.
By:	/s/ James L. Baldwin
	James L. Baldwin
	Executive Vice President & Secretary

EX-3.106

Exhibit 3.106

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF “MSSI LLC”, FILED IN THIS OFFICE ON THE TWENTIETH DAY OF DECEMBER, A. D. 2006, AT 6:37 O’CLOCK P.M.

		/s/ Harriet Smith Windsor Harriet Smith Windsor, Secretary of State
4272121 8100		AUTHENTICATION:	5304436
061171320		DATE:	12-22-06

State of Delaware
Secretary of State
Division of Corporations
Delivered 06:44 PM 12/20/2006
FILED 06:37 PM 12/20/2006
SRV 061171320 — 4272121 FILE

CERTIFICATE OF FORMATION

OF

MSSI LLC

     This Certificate of Formation of MSSI LLC, dated December 20, 2006 is executed and filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act. The undersigned certifies as follows:

     FIRST: The name of the limited liability company formed hereby is MSSI LLC (the “Company”).

     SECOND: The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

     THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first written above.

By:	/s/ Esther K. Kim
	Esther K. Kim
	Authorized Person

EX-3.107

Exhibit 3.107

LIMITED LIABILITY COMPANY AGREEMENT
OF
MSSI LLC

A Delaware Limited Liability Company

DATED AS OF:

December 20, 2006

TABLE OF CONTENTS

	Page
1. Name; Formation		1
2. Definitions; Rules of Construction		1
3. Purpose		2
4. Offices		2
5. Shareholders		3
6. Term		3
7. Management of the Company		3
8. Capital Contributions; Administrative Matters; Certificates		4
9. Assignments of Interests		5
10. Resignation		5
11. Additional Shareholders		5
12. Distributions		5
13. Return of Capital		5
14. Title to Company Property		5
15. Dissolution		6
16. Winding up of the Company		6
17. Distributions in Kind		6
18. Cancellation of Certificate of Formation		7
19. Limitation of Liability		7
20. Standard of Care; Indemnification of Directors, Officers, Employees and Agents		7
21. Amendments		8
22. Governing Law		8
23. Entire Agreement		9
24. Parties in Interest		9

Schedule I	_	Identification of Shareholders, Addresses and Capital Contributions
Schedule II	_	Identification of Officers
Schedule III	_	Identification of Directors
Exhibit A	_	Bylaws
Exhibit B	_	Form of Certificate

-i-

LIMITED LIABILITY COMPANY AGREEMENT

OF

MSSI LLC

          THE UNDERSIGNED is executing this Limited Liability Company Agreement (this “Agreement”) for the purpose of setting forth certain of the terms and conditions for MSSI LLC, a limited liability company (the “Company”) previously formed pursuant to the provisions of the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq. (as in effect from time to time, the “Delaware Act”):

          1. Name; Formation. The name of the Company is MSSI LLC, or such other name as the Board of Directors may from time to time hereafter designate. The Company shall be formed under the provisions of the Delaware Act by filing the Certificate of Formation of the Company in accordance with the Delaware Act and the execution and delivery of this Agreement by the Sole Shareholder. Esther K. Kim is hereby designated as an “authorized person” of the Company, within the meaning of the Delaware Act, to execute, deliver and file the Certificate of Formation of the Company. Upon such filing, her powers as an “authorized person” cease, and the Sole Shareholder shall become the “authorized person” within the meaning of the Delaware Act, to execute, deliver and file any other certificates permitted or required to be filed with the Secretary of State of the State of Delaware. This Agreement shall be effective simultaneously with the filing of the Certificate of Formation of the Company in accordance with Section 18-201(d) of the Delaware Act (such time, the “Effective Time”).

          2. Definitions; Rules of Construction. In addition to terms otherwise defined herein, the following terms are used herein as defined below:

     “Board” or “Board of Directors” means the governance board of the Company consisting of all Directors, as referenced in Section 7.

     “Bylaws” shall mean the Bylaws of the Company as amended from time to time which Bylaws are expressly incorporated herein by reference as part of this Agreement. The initial Bylaws of the Company are attached hereto as Exhibit A and are hereby adopted and approved by the Shareholders.

     “Capital Contribution” means, with respect to any Shareholder, the amount or value of cash (or promissory obligations), property or services contributed by such Shareholder to the Company in accordance with Section 8.

     “Certificate” means a certificate substantially in the form of Exhibit B to this Agreement issued by the Company that evidences an Interest in the Company.

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     “Director” means a member of the Board of Directors as designated in, or selected pursuant to, Section 7. Each Director shall constitute a ‘manager’ of the Company, as such term is defined in Section 18-101 of the Delaware Act.

     “Interest” means the entire interest of a Shareholder in the Company (which shall be considered personal property for all purposes), consisting of (i) such Shareholder’s limited liability company interest in distributions of the Company (based, at any time of determination, on the number of Shares owned of record by such Shareholder divided by the number of all then-issued and outstanding Shares), (ii) such Shareholder’s right to vote or grant or withhold consents with respect to Company matters as provided herein or in the Delaware Act and (iii) such Shareholder’s other rights and privileges as provided herein or in the Delaware Act.

     “Nantucket” means Nantucket Allserve, Inc.

     “Shareholders” means Nantucket and all other persons or entities admitted as additional or substituted Shareholders pursuant to this Agreement, so long as they remain Shareholders. Reference to a “Shareholder” means any one of the Shareholders. Each Shareholder shall constitute a “member” of the Company, as such term is defined in Section 18-101 of the Delaware Act.

     “Shares” means the units into which Interests in the Company shall be divided, which term may include fractions of Shares as well as whole Shares. The Shares shall be designated Common Stock, par value $0.01 per Share. The Company shall be authorized to issue 1,000 Shares. All Shares issued hereunder shall be fully paid, non-assessable and non-redeemable.

     “Sole Shareholder” means Nantucket.

          Words used herein, regardless of the number and gender used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires.

          3. Purpose. The purposes and powers of the Company shall be to engage in any lawful act or activity that may be engaged in by a limited liability company formed under the Delaware Act, as such businesses or other activities may be determined by the Board of Directors from time to time.

          4. Offices.

               (a) The principal office of the Company, and such additional offices as the Board of Directors may determine to establish, shall be located at such place or places inside

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or outside of the United States, but not in the United Kingdom, as the Board of Directors may designate from time to time.

               (b) The registered office of the Company in the State of Delaware is located at 1209 Orange Street, Wilmington, Delaware 19801. The registered agent of the Company for service of process at such address is The Corporation Trust Company. Such registered office or registered agent may be changed by the Board of Directors from time to time.

          5. Shareholders. The name and business, mailing or residence address of each Shareholder of the Company are as set forth on Schedule I, as the same may be amended by the Board from time to time to reflect the addition, substitution or resignation of Shareholders in accordance with the terms of this Agreement.

          6. Term. The term of the Company shall be perpetual unless the Company is dissolved and terminated in accordance with Section 15.

          7. Management of the Company.

               (a) Subject to the delegation of rights and powers as provided for herein and in the Bylaws, the Board of Directors shall have the sole right to manage the business of the Company and shall have all powers and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the Company. No Shareholder, by reason of its status as such, shall have any authority to act for or bind the Company or otherwise take part in the management of the Company, but shall have only the right to vote on or approve the actions specified herein or in the Delaware Act (or hereafter specified by the Board of Directors) to be voted on or approved or determined by the Shareholders. At any time that there is only one Shareholder, any and all action provided for herein or in the Bylaws to be taken or approved by the “Shareholders” shall be taken or approved by the sole Shareholder.

               (b) The Company shall have such officers as are provided for in the Bylaws, and such officers shall be elected and removed in accordance with the Bylaws. The names and titles of the initial officers of the Company are identified on Schedule II. The Board of Directors may appoint, employ, or otherwise contract with such other persons or entities for the transaction of the business of the Company or the performance of services for or on behalf of the Company as it shall determine in its sole discretion. The Board of Directors may delegate to any officer of the Company or to any such other person or entity such authority to act on behalf of the Company as the Board of Directors may from time to time deem appropriate in its sole discretion (which delegated authority may be set forth in the Bylaws, in resolutions adopted by the Board or otherwise as determined by the Board). The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Board of Directors.

               (c) Except as otherwise provided by the Board of Directors or in the Bylaws, when the taking of any of the following described actions has been authorized by the Board of Directors, any Director or officer of the Company, or any other person specifically authorized by the Board of Directors, may execute any contract or other agreement or document

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on behalf of the Company and may execute on behalf of the Company and file with the Secretary of State of the State of Delaware any certificates or filings provided for in the Delaware Act.

               (d) The Board of Directors shall consist of two (2) Directors or such other number as the Board of Directors shall determine. The Board of Directors shall be composed of the individuals identified on Schedule III, as the same shall be amended by the Board from time to time to reflect changes in the membership of the Board of Directors in accordance with terms of this Agreement.

               (e) Vacancies on the Board of Directors from whatever cause shall be filled by the remaining Directors, or, if there be none, by the Shareholders. Directors shall serve for a term of one (1) year and thereafter until their respective successors are duly elected by the Shareholders or until their earlier death, retirement, incapacity or removal. Directors can be removed with or without cause by a vote of the Shareholders. Determinations to be made by the Directors in connection with the conduct of the business of the Company shall be made in the manner provided in the Bylaws, unless otherwise specifically provided herein.

          8. Capital Contributions; Administrative Matters; Certificates

               (a) Simultaneously with the Effective Time, the Company hereby issues 1 Shares of Common Stock to Nantucket, as listed on Schedule I and Nantucket is hereby admitted as the sole Shareholder of the company. At 11:56 p.m. Eastern Time on December 31, 2006, (i) the Company shall automatically issues 99 Shares of Common Stock to Nantucket, as listed on Schedule I and (ii) Nantucket shall automatically contributes to the capital of the Company its partnership interest in Mott’s LLP (which as of such time shall be a 1.5% partnership interest), as identified on Schedule I, in return for the issue of such Shares. Nantucket holds 100% of the Shares in the Company (the “Percentage Interest”). Except as otherwise agreed by all Shareholders, Nantucket has no right or obligation to make any further capital contributions to the Company. Any other persons or entities hereafter admitted as Shareholders of the Company shall make such contributions of cash (or promissory obligations), property or services to the Company as shall be determined by the Board of Directors at the time of each such admission.

               (b) The Company shall elect to be treated at all times, for federal (and applicable state and local) income tax purposes, as a “disregarded entity” and not as a “partnership” or a “corporation.”

               (c) (i) Each Shareholder’s Interest in the Company shall be evidenced by a Certificate. Each Certificate shall be executed by the President or any Vice President (or other persons designated by the Board of Directors or in the Bylaws).

                    (ii) The Company shall keep or cause to be kept a register in which, subject to such regulations as the Board of Directors may adopt, the Company will provide for the registration of Shares and the registration of transfers of Shares. The Board of Directors shall maintain such register and provide for such registration. Upon surrender for registration of transfer of any Certificate, and subject to the further provisions of this Section 8(c) and the limitations on transfer contained elsewhere in this Agreement or in the Bylaws, the

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Company will cause the execution, in the name of the registered holder or the designated transferee, of one or more new Certificates, evidencing the same aggregate number of Shares as did the Certificate surrendered. Every Certificate surrendered for registration of transfer shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Board of Directors duly executed, by the registered holder thereof or such holder’s authorized attorney.

                    (iii) The Company shall issue a new Certificate in place of any Certificate previously issued if the record holder of the Certificate (A) makes proof by affidavit, in form and substance satisfactory to the Board of Directors, that a previously issued Certificate has been lost, destroyed or stolen, (B) requests the issuance of a new Certificate before the Company has received notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim, (C) if requested by the Board of Directors, delivers to the Company a bond, in form and substance satisfactory to the Board of Directors, with such surety or sureties and with fixed or open liability as the Board of Directors may direct, to indemnify the Company, as registrar, against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate, and (D) satisfies any other reasonable requirements imposed by the Board of Directors.

                    (iv) A Share in the Company evidenced by a Certificate shall constitute a security for all purposes of Article 8 of the Uniform Commercial Code promulgated by the National Conference of Commissioners on Uniform State Laws, as in effect in Delaware or any other applicable jurisdiction. Delaware law shall constitute the local law of the Company’s jurisdiction in its capacity as the issuer of Shares.

          9. Assignments of Interests.

               (a) The Shares shall be freely transferable.

               (b) The Board of Directors shall amend Schedule I from time to time to reflect transfers made in accordance with, and as permitted under, this Section 9. To the fullest extent permitted by law, any purported transfer of Shares in violation of this Section 9 shall be null and void and shall not be recognized by the Company.

          10. Resignation. No Shareholder shall have the right to resign from the Company except with the consent of all of the other Shareholders and upon such terms and conditions as may be specifically agreed upon between such other Shareholders and the resigning Shareholder. The provisions hereof with respect to distributions upon resignation are exclusive and no Shareholder shall be entitled to claim any further or different distribution upon resignation under Section 18-604 of the Delaware Act or otherwise.

          11. Additional Shareholders. The Board of Directors shall have the right to admit additional Shareholders upon such terms and conditions, at such time or times, and for such Capital Contributions as shall be determined by the Board of Directors; and in connection with any such admission, the Board of Directors shall amend Schedule I hereof to reflect the name, address and Capital Contribution of the additional Shareholder and the number of Shares issued to the additional Shareholder in respect of its Capital Contribution.

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          12. Distributions. Distributions of cash or other assets of the Company shall be made at such times and in such amounts as the Board of Directors may determine. Distributions shall be made to Shareholders pro rata based on the number of Shares owned by each. Notwithstanding any other provision of this Agreement, the Company shall not make a distribution to a Shareholder in respect of its Interest to the extent that such distribution would violate the Delaware Act or other applicable law.

          13. Return of Capital. No Shareholder or Director shall have any liability for the return of any Shareholder’s Capital Contribution which Capital Contribution shall be payable solely from the assets of the Company at the absolute discretion of the Board of Directors, subject to the requirements of the Delaware Act.

          14. Title to Company Property. All property owned by the Company, whether real or personal, tangible or intangible, shall be deemed to be owned by the Company, and no Shareholder, individually, shall have any interest in such property.

          15. Dissolution. The Company shall be dissolved and its affairs wound up and terminated upon the first to occur of the following:

               (a) The determination of all of the Shareholders to dissolve the Company; or

               (b) The occurrence of any event causing a dissolution of the Company under Section 18-801 of the Delaware Act, unless the Company is continued as permitted under the Delaware Act.

          16. Winding up of the Company. If the Company is dissolved pursuant to Section 15, the Directors, or if there is no remaining Director, such person as is designated by the Shareholders (the remaining Directors or such person being herein referred to as the “Liquidator”), shall proceed to wind up the business and affairs of the Company in accordance with the requirements of the Delaware Act. A reasonable amount of time shall be allowed for the period of winding up in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Company assets. This Agreement shall remain in full force and effect and continue to govern the rights and obligations of the Shareholders and Directors and the conduct of the Company during the period of winding up the Company’s affairs. The Liquidator, if other than a Director, shall have and may exercise, without further authorization or consent of Shareholders, all of the powers conferred upon the Directors under the terms of this Agreement to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company. The Liquidator shall liquidate the assets of the Company, and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:

               (a) to creditors, including Shareholders who are creditors, to the extent otherwise permitted by law, in satisfaction of the liabilities of the Company (whether by payment or by the establishment of reserves of cash or other assets of the Company for contingent

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liabilities in amounts, if any, determined by the Liquidator to be appropriate for such purposes), other than liabilities for distributions to Shareholders and former Shareholders under Sections 18-601 or 18-604 of the Delaware Act;

               (b) to Shareholders and former Shareholders in satisfaction of liabilities for distributions under 18-601 or 18-604 of the Delaware Act; and

               (c) to the Shareholders pro rata based on the number of shares owned by each.

          17. Distributions in Kind. Notwithstanding the provisions of Section 16 which require the liquidation of the assets of the Company, if on dissolution of the Company, the Liquidator determines that a prompt sale of part or all of the Company’s assets would be impractical or would cause undue loss to the value of Company assets, the Liquidator may defer for a reasonable time (up to three (3) years) the liquidation of any assets, except those necessary to timely satisfy liabilities of the Company (other than those to Shareholders), and/or may distribute to the Shareholders, in lieu of cash, as tenants in common undivided interests in such Company assets as the Liquidator deems not suitable for liquidation. Any such in-kind distributions shall be made in accordance with the priorities referenced in Section 16 as if cash equal to the fair market value of the distributed assets were being distributed. Any such distributions in kind shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any joint operating agreements or other agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable methods of valuation as it may adopt.

          18. Cancellation of Certificate of Formation. Upon the completion of the distribution of Company property as provided in Sections 16 and 17, the Company shall be terminated, and the Liquidator shall cause the cancellation of the Certificate of Formation and all qualifications of the Company as a foreign limited liability company and shall take such other actions as may be necessary to terminate the Company.

          19. Limitation of Liability. The debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Shareholder, Director or officer of the Company shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Shareholder, Director and/or officer.

          20. Standard of Care; Indemnification of Directors, Officers, Employees and Agents.

               (a) No Director or officer of the Company shall have any personal liability whatsoever to the Company or any Shareholder on account of such Director’s or officer’s status as a Director or officer or by reason of such Director’s or officer’s acts or omissions in connection with the conduct of the business of the Company; provided, however, that nothing contained herein shall protect any Director or officer against any liability to the Company or the Shareholders to which such Director or officer would otherwise be subject by reason of (i) any

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act or omission of such Director or officer that involves actual fraud or willful misconduct or (ii) any transaction from which such Director or officer derived improper personal benefit.

               (b) The Company shall indemnify and hold harmless each Director and officer and the affiliates of any Director or officer (each an “Indemnified Person”) against any and all losses, claims, damages, expenses and liabilities (including, but not limited to, any investigation, legal and other reasonable expenses incurred in connection with, and any amounts paid in settlement of, any action, suit, proceeding or claim) of any kind or nature whatsoever that such Indemnified Person may at any time become subject to or liable for by reason of the formation, operation or termination of the Company, or the Indemnified Person’s acting as a Director or officer under this Agreement, or the authorized actions of such Indemnified Person in connection with the conduct of the affairs of the Company (including, without limitation, indemnification against negligence, gross negligence or breach of duty); provided, however, that no Indemnified Person shall be entitled to indemnification if and to the extent that the liability otherwise to be indemnified for results from (i) any act or omission of such Indemnified Person that involves actual fraud or willful misconduct or (ii) any transaction from which such Indemnified Person derived improper personal benefit. The indemnities hereunder shall survive termination of the Company. Each Indemnified Person shall have a claim against the property and assets of the Company for payment of any indemnity amounts from time to time due hereunder, which amounts shall be paid or properly reserved for prior to the making of distributions by the Company to Shareholders. Costs and expenses that are subject to indemnification hereunder shall, at the request of any Indemnified Person, be advanced by the Company to or on behalf of such Indemnified Person prior to final resolution of a matter, so long as such Indemnified Person shall have provided the Company with a written undertaking to reimburse the Company for all amounts so advanced if it is ultimately determined that the Indemnified Person is not entitled to indemnification hereunder.

               (c) The contract rights to indemnification and to the advancement of expenses conferred in this Section 20 shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, agreement, vote of the Directors or otherwise.

               (d) The Company may maintain insurance, at its expense, to protect itself and any Director, officer, employee or agent of the Company or another limited liability company, corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the Delaware Act.

               (e) The Company may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to advancement of expenses to any employee or agent of the Company to the fullest extent of the provisions of this Section 20 with respect to the indemnification and advancement of expenses of Directors and officers of the Company.

               (f) Notwithstanding the foregoing provisions of this Section 20, the Company shall indemnify an Indemnified Person in connection with a proceeding (or part thereof) initiated by such Indemnified Person only if such proceeding (or part thereof) was

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authorized by the Board of Directors of the Company; provided, however, that an Indemnified Person shall be entitled to reimbursement of his or her reasonable counsel fees with respect to a proceeding (or part thereof) initiated by such Indemnified Person to enforce his or her right to indemnity or advancement of expenses under the provisions of this Section 20 to the extent the Indemnified Person is successful on the merits in such proceeding (or part thereof).

          21. Amendments. Except as otherwise provided herein or in the Bylaws with respect to amendments to the Schedules or the Bylaws, this Agreement may be amended only upon the affirmative vote or written consent of all Shareholders.

          22. Governing Law. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

          23. Entire Agreement. This Agreement (including the Bylaws and the Schedules hereto) contains the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to the subject matter hereof.

          24. Parties in Interest. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer upon any person or entity other than the Company and the Shareholders (and their respective successors or permitted assigns) any rights or remedies under or by reason of this Agreement. The Company is executing this Agreement as a party, and this Agreement shall constitute a contract among the Shareholders and between the Company and each of the Shareholders.

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          IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of the date first written above.

SHAREHOLDER NANTUCKET ALLSERVE, INC.
By:	/s/ James L. Baldwin
	Name:	James L. Baldwin
	Title:	Executive Vice President & Secretary

Consented/Agreed To
By the Company as
Referenced in Section 24

MSSI LLC

By:	/s/ James L. Baldwin
	Name: James L. Baldwin
	Title: Executive Vice President & Secretary

SCHEDULE I

Shareholders

	Capital Contribution as	Number of Shares as of
Name & Address	of January 1, 2007	January 1, 2007
Nantucket Allserve, Inc.	1.5% partnership	100 shares
900 King Street	interest in Mott’s LLP
Rye Brook, New York 10573

SCHEDULE II

Identification of Officers

Gilbert M. Cassagne	President & CEO
James L. Baldwin	Executive Vice President & Secretary
John Belsito	Executive Vice President
Randy Gier	Executive Vice President
James J. Johnston	Executive Vice President
Larry Solomon	Executive Vice President
Robert J. Stack	Executive Vice President
Christopher Young	Executive Vice President
Ron Anderson	Senior Vice President
Dana Berghorn	Senior Vice President
Nicholas P. Bolton	Senior Vice President
Sal DePrima	Senior Vice President
Sean Gleason	Senior Vice President
Cindy Hennessey	Senior Vice President
Rob Krist	Senior Vice President
Audrey Solnit	Senior Vice President
Richard Wach	Senior Vice President
Angie Wallander	Senior Vice President
Jerry Williams	Senior Vice President
Paul Adcock	Vice President
Jack DeVito	Vice President
Elizabeth R. Guest	Vice President
Laurie Huebner	Vice President
Lisa M. Longo	Vice President
Bo Meissner	Vice President
Ivan Thompson	Vice President
Robert E. Callan	Vice President & Assistant Secretary
Daniel Chung	Vice President & Assistant Secretary
Cynthia Lee Dow	Vice President & Assistant Secretary
Arthur Swanson	Vice President & Assistant Secretary
Anna Marciano	Assistant Secretary
David Wexler	Assistant Secretary

SCHEDULE III

Identification of Directors

Lisa M. Longo

James L. Baldwin

EXHIBIT A

BYLAWS

(See Attached)

EX-3.108

Exhibit 3.108

BYLAWS
OF
MSSI LLC

INTRODUCTION

          A. Agreement. These Bylaws shall be subject to the Limited Liability Company Agreement, as from time to time in effect (the “LLC Agreement”), of MSSI LLC, a Delaware limited liability company (the “Company”). In the event of any inconsistency between the terms hereof and the terms of the LLC Agreement, the terms of the LLC Agreement shall control.

          B. Definitions. Capitalized terms used herein and not herein defined are used as defined in the LLC Agreement.

ARTICLE I
Meetings of Shareholders

          Section 1. Place of Meetings and Meetings by Telephone. Meetings of Shareholders shall be held at any place, but not in the United Kingdom, as designated by the Directors. In the absence of any such designation, meetings of Shareholders shall be held at the principal place of business of the Company. Any meeting of the Shareholders may be held by conference telephone or similar communication equipment so long as all Shareholders participating in the meeting are not present in the United Kingdom, all such Shareholders can hear one another, and all Shareholders participating by telephone or similar communication equipment shall be deemed to be present in person at the meeting.

          Section 2. Call of Meetings. An annual meeting of the Shareholders, for the election of Directors to succeed those whose terms expire and for the transaction of such other business may properly come before the meeting, shall be held on such date and at such time as the Board of Directors shall each year fix, which date shall be within thirteen months subsequent to the date of formation of the Company or the last annual meeting of Shareholders. In addition, meetings of the Shareholders may be called at any time by the Directors or by the President for the purpose of taking action upon any matter requiring the vote or authority of the Shareholders as provided herein or in the LLC Agreement or upon any other matter as to which such vote or authority is deemed by the Directors to be necessary or desirable. Meetings of the Shareholders to act on any matter upon which Shareholders may vote as provided in the LLC Agreement or the Delaware Act shall be called promptly by the Directors upon the written request of a Majority in Interest of the Shareholders.

          Section 3. Notice of Meetings of Shareholders. All notices of meetings of Shareholders shall be sent or otherwise given in accordance with Section 4 of this Article I not less then ten (10) nor more than ninety (90) days before the date of the meeting. The notice shall specify (i) the place, date and hour of the meeting, and (ii) the general nature of the business to be transacted.

          Section 4. Manner of Giving Notice. Notice of any meeting of Shareholders shall be given personally or by telephone to each Shareholder or sent by first class mail, by telegram, e-mail or telecopy (or similar electronic means) or by a nationally recognized overnight courier, charges prepaid, addressed to the Shareholder at the address of that Shareholder appearing on the books of the Company or given by the Shareholder to the Company for the purpose of notice. Notice shall be deemed to have been given at the time when delivered either personally or by telephone, or at the time when deposited in the mail or with a nationally recognized overnight courier, or when receipt is confirmed (including electronically) when sent by telegram, e-mail or telecopy (or similar electronic means).

          Section 5. Adjourned Meeting; Notice. Any meeting of Shareholders, whether or not a quorum is present, may be adjourned from time to time by the vote of the holders of a majority of the Shares represented at that meeting, either in person or by proxy. When any meeting of Shareholders is adjourned to another time or place, notice need not be given of the adjourned meeting, unless a new record date of the adjourned meeting is fixed or unless the adjournment is for more than sixty (60) days from the date set for the original meeting, in which case the Directors shall set a new record date and shall give notice in accordance with the provisions of Sections 3 and 4 of this Article I. At any adjourned meeting, the Company may transact any business that might have been transacted at the original meeting.

          Section 6. Quorum; Voting. At any meeting of the Shareholders, a majority in interest of the Shareholders, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of Shareholders holding a higher number of Shares is required by the LLC Agreement or applicable law. Except as otherwise required by the LLC Agreement, these Bylaws or applicable law, all matters shall be determined by a Majority in Interest of the Shareholders.

          Section 7. Waiver of Notice by Consent of Absent Shareholders. The transactions of a meeting of Shareholders, however called and noticed and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice if a quorum is present either in person or by proxy and if either before or after the meeting, each person entitled to vote who was not present in person or by proxy signs a written waiver of notice or a consent to a holding of the meeting or an approval of the minutes. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any meeting of Shareholders. Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting if that objection is expressly made at the beginning of the meeting.

          Section 8. Shareholder Action by Written Consent Without a Meeting. Except as provided in the LLC Agreement, any action that may be taken at any meeting of Shareholders (including any annual meeting of Shareholders) may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by a majority in interest of the Shareholders (or Shareholders holding such higher number of Shares as is required to authorize or take such action under the terms of the LLC Agreement, these Bylaws or applicable law); provided, however, that such consent shall not be executed in the

United Kingdom. Any such written consent may be executed and given by telecopy or similar electronic means. Such consents shall be filed with the Secretary of the Company and shall be maintained in the Company’s records. Every written consent shall bear the date of signature of each Shareholder who signs the consent and no written consent shall be effective to take the Company action referred to therein unless, within sixty (60) days of the date the earliest dated consent is delivered to the Company, a written consent or consents signed by holders of a sufficient number of Shares to take the subject action are properly delivered to the Company.

          Section 9. Record Date for Shareholder Notice, Voting and Giving Consents.

          (a) For purposes of determining the Shareholders entitled to vote or act at any meeting or adjournment thereof, the Directors may fix in advance a record date which shall not be greater than ninety (90) days nor fewer than ten (10) days before the date of any such meeting. If the Directors do not so fix a record date, the record date for determining Shareholders entitled to notice of or to vote at a meeting of Shareholders shall be at the close of business on the business day immediately preceding the day on which notice is given, or if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

          (b) The record date for determining Shareholders entitled to give consent to action in writing without a meeting, (i) when no prior action of the Directors has been taken, shall be the day on which the first written consent is given, or (ii) when prior action of the Directors has been taken, shall be (x) such date as determined for that purpose by the Directors, which record date shall not precede the date upon which the resolution fixing it is adopted by the Directors and shall not be more than 20 days after the date of such resolution, or (y) if no record date is fixed by the Directors the record date shall be the close of business on the day on which the Directors adopt the resolution relating to that action.

          (c) Only Shareholders of record on the record date as herein determined shall have any right to vote or to act at any meeting or give consent to any action relating to such record date, provided that no Shareholder who transfers all or part of such Shareholder’s Interest after a record date (and no transferee of such Interest) shall have the right to vote or act with respect to the transferred Interest as regards the matter for which the record date was set.

          Section 10. Proxies. Every Shareholder entitled to vote or act on any matter at a meeting of Shareholders shall have the right to do so either in person or by proxy, provided that an instrument authorizing such a proxy to act is executed by the Shareholder in writing and dated not more than eleven (11) months before the meeting, unless the instrument specifically provides for a longer period. A proxy shall be deemed executed by a Shareholder if the Shareholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the Shareholder or the Shareholder’s attorney-in-fact. A valid proxy that does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it before the vote pursuant to that proxy by a writing delivered to the Company stating that the proxy is revoked, by a subsequent proxy executed by the person who executed the earlier proxy or by attendance at the meeting and voting in person by the person who executed the earlier proxy or (ii) written notice of the death or incapacity of the maker of that proxy is received by the Company before the vote pursuant to that proxy is counted. A proxy

purporting to be executed by the person who executed that proxy or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger.

ARTICLE II
Directors and Meetings of Directors

          Section 1. Powers. The powers of the Directors shall be as provided in the LLC Agreement.

          Section 2. Number of Directors. The number of Directors shall be as provided in the LLC Agreement.

          Section 3. Vacancies. Vacancies in the authorized number of Directors may be filled as provided in the LLC Agreement.

          Section 4. Place of Meetings and Meetings by Telephone. All meetings of the Directors may be held at any place, but not in the United Kingdom, that has been designated from time to time by resolution of the Directors. In the absence of such a designation, regular meetings shall be held at the principal place of business of the Company. Any meeting, regular or special, may be held by conference telephone or similar communication equipment so long as all Directors participating in the meeting can hear one another and none of the Directors are participating in such meeting while present in the United Kingdom. All Directors participating by telephone or similar communication equipment shall be deemed to be present in person such meeting.

          Section 5. Regular Meetings. Regular meetings of the Directors shall be held at such times and at such places, but not in the United Kingdom, as shall be fixed by unanimous approval of the Directors. Such regular meetings may be held without notice.

          Section 6. Special Meetings. Special meetings of the Directors for any purpose or purposes may be called at any time by any Director, the Chairman or by the President; provided, however, that special meetings shall not be held in the United Kingdom. Notice of the time and place of a special meeting shall be delivered personally or by telephone to each Director and sent by first-class mail, by telegram, e-mail or telecopy (or similar electronic means) or by nationally recognized overnight courier, charges prepaid, addressed to each Director at that Director’s address as it is shown on the records of the Company. In case the notice is mailed, it shall be deposited in the United States mail at least five (5) calendar days before the time of the holding of the meeting. In case the notice is delivered personally or by telephone or by telegram, e-mail, telecopy (or similar electronic means) or overnight courier, it shall be given at least one (1) calendar day before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the Director or to a person at the office of the Director who the person giving the notice has reason to believe will promptly communicate it to the Director. The notice need not specify the purpose of the meeting.

          Section 7. Quorum. A majority of the authorized number of Directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 9 of this Article II. Every act or decision done or made by the affirmative vote of a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Directors, except to the extent that the vote of a higher number of Directors is required by the LLC Agreement, these Bylaws or applicable law.

          Section 8. Waiver of Notice. Notice of any meeting need not be given to any Director who either before or after the meeting signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the records of the Company or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any Director who attends the meeting without protesting before or at its commencement the lack of notice to that Director.

          Section 9. Adjournment. A majority of the Directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given unless the meeting is adjourned for more than forty-eight (48) hours, in which case notice of the time and place shall be given before the time of the adjourned meeting in the manner specified in Section 6 of this Article II.

          Section 10. Action Without a Meeting. Any action to be taken by the Directors at a meeting may be taken without such meeting by the written consent of a majority of the Directors then in office (or such higher number of Directors as is required to authorize or take such action under the terms of the LLC Agreement, these Bylaws or applicable law); provided, however, that such consent shall not be executed in the United Kingdom. Any such written consent may be executed and given by telecopy or similar electronic means. Such written consents shall be filed with the minutes of the proceedings of the Directors. If any action is so taken by the Directors by the written consent of less than all of the Directors, prompt notice of the taking of such action shall be furnished to each Director who did not execute such written consent, provided that the effectiveness of such action shall not be impaired by any delay or failure to furnish such notice.

          Section 11. Delegation of Power; Committees. Any Director may, by power of attorney, delegate his power for a period not exceeding six (6) months at any one time to any other Director or Directors; provided that in no case shall fewer than two (2) Directors personally exercise the powers granted to the Directors, except as otherwise provided by resolution of the Directors. A Director represented by another Director pursuant to such power of attorney shall be deemed to be present for purposes of establishing a quorum and satisfying any voting requirements. The Directors may, by resolution, delegate, any or all of their powers and duties granted hereunder or under the LLC Agreement to one or more committees of the Directors, each consisting of one or more Directors, or to one or more officers, employees or agents, including without limitation Shareholders, and to the extent any such powers or duties are so delegated, action by the delegate or delegates shall be deemed for all purposes to be action by the Directors. All such delegates shall serve at the pleasure of the Directors. To the extent applicable, notice shall be given to, and action may be taken by, any delegate of the Directors as herein provided with respect to notice to, and action by, the Directors.

ARTICLE III
Officers

          Section 1. Officers. The officers of the Company shall be a Chairman, a President, one or more Vice Presidents, a Secretary and a Treasurer. The Company may also have, at the discretion of the Directors, such other officers as may be appointed in accordance with the provisions of Section 3 of this Article III. Any number of offices may be held by the same person. Each of the officers of the Company may but need not be a Director.

          Section 2. Election of Officers. Subject to any provisions of the LLC Agreement applicable to initial appointment and term of officers, the officers of the Company, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article III, shall be chosen by the Directors, and each shall serve at the pleasure of the Directors. The appointment of officers shall be considered by the Directors at their first meeting after every annual election of Directors by the Shareholders.

          Section 3. Subordinate Officers. The Directors may appoint and may empower the Chairman or the President to appoint such other officers as the business of the Company may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as the Directors (or, to the extent the power to prescribe authorities and duties of subordinate officers is delegated to him, the Chairman or the President) may from time to time determine.

          Section 4. Removal and Resignation of Officers. Any officer may be removed, with or without cause, by the Directors at any regular or special meeting of the Directors or by such officer, if any, upon whom such power of removal may be conferred by the Directors. Any officer may resign at any time by giving written notice to the Company. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and unless otherwise specified in notice of a resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a party.

          Section 5. Vacancies in Offices. A vacancy in any office because of death, resignation, removal, disqualification or other cause shall be filled in the manner prescribed in these Bylaws for regular appointment to that office. The Chairman or the President may make temporary appointments to a vacant office pending action by the Directors.

          Section 6. President. The President shall be the chief executive officer of the Company and shall, subject to the control of the Directors, have general supervision, direction and control of the business and the officers of the Company. He or she shall have the general powers and duties of management usually vested in the office of President of a corporation and

shall have such other powers and duties as may be prescribed by the Directors, the LLC Agreement or these Bylaws.

          Section 7. Vice Presidents. In the absence or disability of the President, the Vice Presidents, in order of their rank as fixed by the Directors, shall perform all the duties of the President and when so acting shall have all powers of and be subject to all the restrictions upon the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Directors, the Chairman or the President or by these Bylaws.

          Section 8. Secretary. The Secretary shall keep or cause to be kept at the principal place of business of the Company or such other place as the Directors may direct a book of minutes of all meetings and actions of Directors, committees or other delegates of Directors and Shareholders with the time and place of holding, whether regular or special, and if special, how authorized, the notice given, the names of those present at Directors’ meetings or committee or other delegate meetings, the number of Shares present or represented at meetings of Shareholders and the proceedings. The Secretary shall keep or cause to be kept at the principal place of business of the Company, a register or a duplicate register showing the names of all Shareholders and their addresses, the number and classes of Shares held by each, the number and date of certificates issued for the same, if any, and the number and date of cancellation of every certificate surrendered for cancellation. The Secretary shall give or cause to be given notice of all meetings of the Shareholders and of the Directors (or committees or other delegates thereof) required to be given by these Bylaws or by applicable law and shall have such other powers and perform such other duties as may be prescribed by the Directors, the Chairman or the President or by these Bylaws.

          Section 9. Treasurer. The Treasurer shall keep and maintain or cause to be kept and maintained adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of the assets, liabilities, receipts, disbursements, gains, losses, capital and retained earnings the Company. The books of account shall at all reasonable times be open to inspection by any Director. The Treasurer shall deposit all monies and other valuables in the name and to the credit of the Company with such depositaries as may be designated by the Directors. He or she shall disburse the funds of the Company as may be ordered by the Directors, shall render to the Chairman, the President and Directors, whenever they request it, an account of all of his or her transactions as chief financial officer and of the financial condition of the Company and shall have other powers and perform such other duties as may be prescribed by the Directors, the Chairman or the President or these Bylaws.

ARTICLE IV
Records and Reports

          Section 1. Maintenance and Inspection of Shareholder Registrar. The Company shall maintain at its principal place of business a record of its Shareholders, giving the names and addresses of all Shareholders and the number and class of Shares held by each Shareholder. Subject to such reasonable standards (including standards governing what

information and documents are to be furnished and at whose expense) as may be established by the Directors from time to time, each Shareholder has the right, to obtain from the Company from time to time upon reasonable demand for any purpose reasonably related to the Shareholder’s interest as a Shareholder of the Company a record of the Company’s Shareholders.

          Section 2. Maintenance and Inspection of Bylaws. The Company shall keep at its principal place of business the original or a copy of these Bylaws as amended to date, which shall be open to inspection by the Shareholders at all reasonable times during office hours.

          Section 3. Maintenance and Inspection of Other Records. The accounting books and records, minutes of proceedings of the Shareholders and the Directors and any committees or delegates of the Directors and all other information pertaining to the Company that is required to be made available to the Shareholders under the Delaware Act shall be kept at such place or places designated by the Directors or in the absence of such designation, at the principal place of business of the Company. The minutes shall be kept in written form and the accounting books and records and other information shall be kept either in written form or in any other form capable of being converted into written form. The books of account and records of the Company shall be maintained in accordance with generally accepted accounting principles consistently applied during the term of the Company, wherein all transactions, matters and things relating to the business and properties of the Company shall be currently entered. Subject to such reasonable standards (including standards governing what information and documents are to be furnished and at whose expense) as may be established by the Directors from time to time, minutes, accounting books and records and other information shall be open to inspection upon the written demand of any Shareholder at any reasonable time during usual business hours for a purpose reasonably related to the Shareholder’s interests as a Shareholder. Any such inspection may be made in person or by an agent or attorney and shall include the right to copy and make extracts. Notwithstanding the foregoing, the Directors shall have the right to keep confidential from Shareholders for such period of time as the Directors deem reasonable, any information which the Directors reasonably believe to be in the nature of trade secrets or other information the disclosure of which the Directors in good faith believe is not in the best interests of the Company or could damage the Company or its business or which the Company is required by law or by agreement with a third party to keep Confidential.

          Section 4. Inspection by Directors. Every Director shall have the right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Company for a purpose reasonably related to his position as Director. This inspection by a Director may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.

ARTICLE V
General Matters

          Section 1. Certificates. Each Shareholder shall be entitled to a Certificate signed by, or in the name of the Company by, the President or a Vice President. Any and all of the signatures on the Certificate may be by facsimile. Transfers of Interests shall be made only upon the transfer books of the Company kept at an office of the Company or transfer agents

designated to transfer Interests in the Company. Except where a Certificate is issued in accordance with Section 8(d) of the LLC Agreement with respect to a lost, stolen or destroyed Certificate, an outstanding Certificate for the number of Shares to be transferred shall be surrendered for cancellation before a new Certificate is issued therefor. The issue, transfer, conversion and registration of Certificate shall be governed by such other regulations as the Directors may from time to time establish.

          Section 2. Checks, Drafts, Evidence of Indebtedness. The persons from time to time holding the position of Chairman, President, Vice President, Secretary, Treasurer or controller (if any) of the Company, acting by written instrument signed by any two of them, are hereby authorized (i) to open or close any bank account or investment account of the Company, (ii) to designate the use of any such account, (iii) to grant authority to any person or combination of persons to sign checks, by manual or facsimile signature or to issue oral, wire or written instructions for the withdrawal of funds from, or other action with respect to, any such account, (iv) to revoke the authority of any person or persons to sign checks or to issue instructions, (v) to establish a maximum amount as to which any person or combination of persons shall be authorized to sign checks or issue instructions, and (vi) to take all further actions, and to execute and deliver all such further instructions and documents, in the name and on behalf of the Company, as in their judgment shall be necessary, proper or advisable in connection with the foregoing matters. Any resolution supplied by a financial institution or investment company and approved and executed by any two of the officers designated in this Section 2 of this Article V shall be deemed resolutions duly adopted by the Board of Directors and shall be filed with the minutes of meetings of Directors.

          Section 3. Contracts and Instruments; How Executed. The Directors, except as otherwise provided in the LLC Agreement or these Bylaws, may authorize any Director(s), officer(s) or agent(s) to enter into any contract or execute any instrument in the name of and on behalf of the Company and this authority may be general or confined to specific instances; and unless so authorized or ratified by the Directors or within the agency power of an officer (or otherwise specified in the LLC Agreement or these Bylaws), no Shareholder, officer, agent, or employee shall have any power or authority to bind the Company by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

          Section 4. Representation of Shares of Other Entities Held by Company. The President or any Vice President or any other person authorized by the Directors or by any of the foregoing designated officers, is authorized to vote or represent on behalf of the Company any and all shares of any corporation, partnership, trust, limited liability company or other entities, foreign or domestic, standing in the name of the Company. The authority granted may be exercised in person or by a proxy duly executed by such designated person.

          Section 5. Seal. The Directors may approve and adopt an official Company seal, which may be altered by them at any time. Unless otherwise required by the Directors, any seal so adopted shall not be necessary to be placed on, and its absence shall not impair the validity of, any document, instrument or other paper executed and delivered by or on behalf of the Company.

          Section 6. Fiscal Year. Unless otherwise specified in the LLC Agreement, the fiscal year of the Company shall be fixed by resolution of the Directors.

          Section 7. Reliance Upon Books, Reports and Records. Each Director, each Shareholder of any committee designated by the Board of Directors, and each officer of the Company shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Company and upon such information, opinions, reports or statements presented to the Company by any of its officers or employees, or committees of the Board of Directors so designated, or by any other person as to matters which such manager or committee Shareholder reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company.

ARTICLE VI
Amendments and Incorporation by Reference into LLC Agreement

          Section 1. Amendment. These Bylaws may be restated, amended, supplemented or repealed only by unanimous vote of the Directors or unanimous vote of the Shareholders.

          Section 2. Incorporation by Reference of Bylaws into LLC Agreement. These Bylaws and any amendments thereto shall be deemed incorporated by reference in the LLC Agreement.

Dated: December 20, 2006

EX-3.109

Exhibit 3.109

/s/

Examiner

/s/

Name Approved

C	o
P	o
M	o
R.A.	o

/s/

P.C.

The Commonwealth of Massachusetts

OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL JOSEPH CONNOLLY, Secretary
ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108

ARTICLES OF ORGANIZATION
(Under G.L. Ch. 156B)

ARTICLE I

The name of the corporation is:

Nantucket Allserve, Inc.

ARTICLE II

The purpose of the corporation is to engage in the following business activities:

(1)	To service boats in Nantucket Harbor through the supply and delivery of food, beverages, other provisions, laundry services, cleaning services, and any other lawful goods or services.
(2)	To distribute food and beverage items and other lawful goods and services on Nantucket Island.
(3)	To provide delivery services on Nantucket Island.
(4)	To engage in any other lawful activity.

Note: If the space provided under any article or item on this form is insufficient, additions shall be act forth on separate 8¹/₂% 11 sheets of paper leaving a left hand margin of at least 1 inch. Additions to more than one article may be continued on a single sheet so long as each article requiring each such addition is clearly indicated.

ARTICLE III

The type and classes of stock and the total number of shares and par value, if any, of each type and class of stock which the corporation is authorized to issue is as follows:

WITHOUT PAR VALUE STOCKS			WITH PAR VALUE STOCKS
TYPE	NUMBER OF SHARES		TYPE	NUMBER OF SHARES	PAR VALUE
COMMON:		1000	COMMON:	None
PREFERRED:	None		PREFERRED:	None

ARTICLE IV

If more than one class of stock is authorized, state a distinguishing designation for each class. Prior to the issuance of any shares of a class, if shares of another class are outstanding, the corporation must provide a description of the preferences, voting powers, qualifications, and special or relative rights or privileges of that class and of each other class of which shares are outstanding and of each series then established with any class.

ARTICLE V

The restrictions, if any, imposed by the Articles of Organization upon the transfer of shares of stock of any class are as follows:

The corporation shall have the right of first refusal in any sale or transfer of issued shares. If the corporation does not purchase shares pursuant to this right then the officers shall have the right of first refusal prior to sale or transfer to any other party.

ARTICLE VI

Other lawful provisions, if any, for the conduct and regulation of business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of its directors or stockholders, or of any class of stockholders: (If there are no provisions state “None”.)

The corporation may voluntarily dissolve itself upon a majority vote of the Directors.

The preceding six (6) articles are considered to be permitted and may ONLY be charged by filing appropriate Articles of Amendment.

ARTICLE VII

The effective date of organization of the corporation shall be the date approved and filed by the Secretary of the Commonwealth. If a later effective date is desired, specify such date which shall not be more than thirty days after the date of filing.

The information contained in ARTICLE VIII is NOT a PERMANENT part of the Articles of Organization and may be changed ONLY by filing the appropriate form provided therefor.

ARTICLE VIII

a. The post office address of the corporation IN MASSACHUSETTS is:	P. O. Box 3269
	Nantucket, Mass. 02584

b. The name, residence and post office address (if different) of the directors and officers of the corporation are as follows:

	NAME	RESIDENCE	POST OFFICE ADDRESS
President:	Thomas Scott	5 Salros Rd.
		Nantucket, MA 02554
Treasurer:	Thomas First	5 Salros Rd.
		Nantucket, MA 02554
Clerk:	Amy Foster	61 Skyline Dr.
		Nantucket, MA 02554
Directors:	Thomas Scott	5 Salros Rd.
		Nantucket, MA 02554
	Thomas First	5 Salros Rd.
		Nantucket, MA 02554
	Lawrence Perez	5107 Westbard Ave.
		Bethesda, MD 20816

c. The fiscal year of the corporation shall end on the last day of the month of: December

d. The name and BUSINESS address of the RESIDENT AGENT of the corporation, if any, is:

Thomas Scott
5 Salros Rd.
Nantucket, MA 02554

ARTICLE IX

By-laws of the corporation have been duly adopted and the president, treasurer, clerk and directors whose names are set forth above, have been duly elected.

IN WITNESS WHEREOF and under the pains and penalties of perjury. I/ WE, whose signature(s) appear below as incorporator(s) and whose names and business or residential address(es) ARE CLEARLY TYPED OR PRINTED beneath each signature do hereby associate with the intention of forming this corporation under the provisions of General Laws Chapter 156B and do hereby sign these Articles of Organization as incorporator(s) this 28^th day of June 1990

/s/ Thomas Scott	/s/ Thomas First
Thomas Scott	Thomas First
5 Salros Rd.	5 Salros Rd.
Nantucket, MA 02554	Nantucket, MA 02554

NOTE: If an already-existing corporation is acting as incorporator, type in the exact name of the corporation, the state or other jurisdiction where it was incorporated, the name of the person signing on behalf of said corporation and the title he/she holds or other authority by which such action is taken.

[STAMP]

THE COMMONWEALTH OF MASSACHUSETTS

ARTICLES OF ORGANIZATION

GENERAL LAWS, CHAPTER 156B, SECTION 12

     I hereby certify that, upon as examination of these articles of organization, duly submitted to me, it appears that the provisions of the General Laws relative to the organization of corporations have been complied with, and I hereby approve said articles; and the filing fee in the
amount of $200 having been paid, said articles are deemed to have been filed with me this 2^nd day of July 1990

Effective date

MICHAEL JOSEPH CONNOLLY
Secretary of State

FILING FEE: 1/10 of 1% of the total amount of the authorized capital stock, but not less than $                     . For the purpose of filing, shares of stock with a par value less than one dollar or no par stock shall be deemed to have a par value of one dollar per share.

PHOTOCOPY OF ARTICLES OF ORGANIZATION TO BE SENT

Mr. Thomas Scott
5 Salros Rd.
Nantucket, MA 02554
Telephone:	508-228-8170

EX-3.110

Exhibit 3.110

THE COMMONWEALTH OF MASSACHUSETTS

ARTICLES OF AMENDMENT

GENERAL LAWS, CHAPTER 156B, SECTION 72

     I hereby approve the within articles of amendment and, the filing fee in the amount of $100- having been paid, said articles are deemed to have been filed with me this 7^th day of July 1993.

MICHAEL J. CONNOLLY
Secretary of State

TO BE FILLED IN BY CORPORATION

PHOTOCOPY OF ARTICLES OF AMENDMENT TO BE SENT

TO:	/s/ Thomas J. First
	Nantucket Allserve, Inc.
	12 Straight Wharf, Nantucket, MA 02554
	Telephone:	508 228-8170

/s/    

Examiner

/s/    

Name
Approved

C

o

P

o

M

o

R.A        

o

/s/    

P.C.

The Commonwealth of Massachusetts

OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE

MICHAEL J. CONNOLLY, Secretary

ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108

ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72 FEDERAL IDENTIFICATION
NO. 04 3053 404     
337836

We	,President/Vice President, and
	Clerk/Assistant Clerk of

Nantucket Allserve, Inc.

(EXACT Name of Corporation)

located at: Straight wharf Nantucket, MA 02554

(MASSACHUSETTS Address of Corporation)

do hereby certify that these ARTICLES OF AMENDMENT affecting Articles NUMBERED:                                           

Article 3

(Number those articles 1, 2, 3, 4, 5 and/or 6 being amended hereby)

of the Articles of Organization were duly adopted at a meeting held on July 3 1993, by vote of:

1000	shares of	Common stock	out of	1000	shares outstanding
		type, class & series, (if any)
	shares of		out of		shares outstanding, and
		type, class & series, (if any)
	shares of		out of		shares outstanding,
		type, class & series, (if any)

CROSS OUT	being at least a majority of each type, class or series outstanding and entitled to vote
INAPPLI-	thereon: -1
CABLE	being at least two-thirds of each type, class or series outstanding and entitled to vote
CLAUSE	thereon and of each type, class or series of stock whose rights are adversely affected thereby: - -2

¹ For amendments adopted pursuant to Chapter 156B, Section 70.

² For amendments adopted pursuant to Chapter 156B, section 71.

Note: if the space provided under any Amendment or item on this form is insufficient, additions shall be set forth on separate 8¹/₂ x 11 sheets of paper leaving a left-hand margin of at least 1 inch for binding. Additions to more than one Amendment may be continued on a single sheet so long as each Amendment requiring each such addition is clearly indicated.

To CHANGE the number of shares and the par value (if any) of any type, class or series of stock which the corporation is authorized to issue, fill in the following:

The total presently authorized is:

WITHOUT PAR VALUE STOCKS

TYPE	NUMBER OF SHARES
COMMON:
PREFERRED:

WITH PAR VALUE STOCKS

TYPE	NUMBER OF SHARES		PAR VALUE
COMMON:		1000	$	1.00
PREFERRED:

CHANGE the total authorized to:

WITHOUT PAR VALUE STOCKS

TYPE	NUMBER OF SHARES
COMMON:
PREFERRED:

WITH PAR VALUE STOCKS

TYPE	NUMBER OF SHARES		PAR VALUE
COMMON:		1250	$	1.00
PREFERRED:

The foregoing amendment will become effective when these articles of amendment are filed in accordance with Chapter 156B, Section 6 of The General Laws unless these articles specify, in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event the amendment will become effective on such later date. LATER EFFECTIVE DATE:                     

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereunto signed our names this         day of July, in the year 1993.

/s/	President/Vice President
/s/	Clerk/Assistant Clerk

The Commonwealth of Massachusetts
Office of the Secretary of State
Michael J. Connolly, Secretary

June 25, 1993

TO WHOM IT MAY CONCERN:

     I hereby certify that Nantucket Allserve, Inc. appears by the records of this office to have been incorporated under the General Laws of this Commonwealth on July 2, 1990

I further certify that so far as appears of record here, said corporation still has legal existence. I also certify that said corporation is delinquent in the filing of annual reports for the fiscal year 1990, 91, 92.

	IN TESTIMONY of which, I have hereunto affixed the Great Seal of the Commonwealth on the date first above written.
		Secretary of State

EX-3.111

Exhibit 3.111

/s/

Examiner

N/A   

Name
Approved

C	o
P	o
M	o
R.A.	o

/s/

P.C.

The Commonwealth of Massachusetts

OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL J. CONNOLLY, Secretary
ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108

ARTICLES OF AMENDMENT	FEDERAL IDENTIFICATION
General Laws, Chapter 156B, Section 72	NO. 043 093 808

We Thomas Scott and Rosalie Arthur, President/Vice President, and Clerk/Assistant Clerk of

Nantucket Allserve, Inc.

(EXACT Name of Corporation)

located at: 12 Straight Wharf, Nantucket, MA 02554

(MASSACHUSETTS Address of Corporation)

do hereby certify that these ARTICLES OF AMENDMENT affecting Articles NUMBERED:

Article 3 and Article 5

(Number these articles 1, 2, 3, 4, 5 and/or 6 being amended hereby)

of the Articles of Organization were duly adopted at a meeting held on June 9 1994, by vote of:

1250	shares of	Common Stock	out of	1250	shares outstanding,
		type, class & series, (if any)
	shares of		out of		shares outstanding, and
		type, class & series, (if any)
	shares of		out of		shares outstanding,
		type, class & series, (if any)

CROSS OUT
IN APPLI-
CABLE
CLAUSE being at least a majority of each type, class or series outstanding and entitled to vote thereon: - ¹

being at least two thirds of each type, class or series outstanding and entitled to vote thereon and of each type, class or series of stock whose rights are adversely affected thereby: - ²

1	For amendments adopted pursuant to Chapter 156B, Section 70.
2	For amendments adopted pursuant to Chapter 156B, Section 71.
	Note: If the space provided under any Amendment or item on this form is insufficient, additions shall be set forth on separate 81/2 x 11 sheets of paper leaving a left-hand margin of at least 1 inch for binding. Additions to more than one Amendment may be continued on a single sheet so long as each Amendment requiring each such addition is clearly indicated.

To CHANGE the number of shares and the par value (if any) of any type, class or series of stock which the corporation is authorized to issue, fill in the following:

The total presently authorized is:

WITHOUT PAR VALUE STOCKS		WITH PAR VALUE STOCKS
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE
COMMON:		COMMON:	1250	$1.00
PREFERRED:		PREFERRED:

CHANGE the total authorized to:

WITHOUT PAR VALUE STOCKS		WITH PAR VALUE STOCKS
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE
COMMON:		COMMON:	7500	$1.00
PREFERRED:		PREFERRED:

Article 5 which places restrictions upon the transfer of shares of common stock is to be deleted in its entirety.

The foregoing amendment will become effective when these articles of amendment are filed in accordance with Chapter 156B, Section 6 of The General Laws unless these articles specify, in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event the amendment will become effective on such later date. LATER EFFECTIVE DATE:         

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereunto signed our names this Ninth day of June, in the year 1994.

/s/ Thomas Scott Thomas Scott	President/Vice President
/s/ Rosalie Arthur, Clerk Rosalia Arthur	Clerk/Assistant Clerk

THE COMMONWEALTH OF MASSACHUSETTS

ARTICLES OF AMENDMENT

GENERAL LAWS, CHAPTER 156B, SECTION 72

     I hereby approve the within articles of amendment and, the filing fee in the amount of $200 having been paid, said articles are deemed to have been filed with me this 9^th day of June 1994

[STAMP]

MICHAEL J. CONNOLLY
Secretary of State

TO BE FILLED IN BY CORPORATION

PHOTOCOPY OF ARTICLES OF AMENDMENT TO BE SENT

TO:	Garry Johnson, Esq.
	Tripp, Scott, Conklin & Smith
	110 South East 6th Street, 28th Floor
	Fort Lauderdale, Florida 33301
	Telephone: (305) 525-7500

EX-3.112

Exhibit 3.112

F

The Commonwealth of Massachusetts
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512

FORM MUST BE TYPED	Certificate of Amendment	FORM MUST BE TYPED
(General Laws, Chapter 156D, Section 15.04; 950 CMR 113.48)

(1)     Exact name of corporation	Nantucket Allserve, Inc.
	(as contained in the Division’s records)
(2)     Registered office address	101 Federal Street, Boston, MA 02110
	(number, street, city or town, state, zip code)
(3)     This amendment shall change:

(check the appropriate box(es)
o     the corporation’s name to		†k
o     the period of the corporation’s duration to
o     the state or country of its incorporation to		k
þ     the street address of its principal office to	900 King Street, Rye Brook, NY 10573-1238
o     the fiscal year end to
o     its activities conducted by the foreign corporation in the commonwealth
o     other

†

The name must satisfy the requirements of General Laws, Chapter 156B, Section 15.06.

k

If the amendment includes a change of its corporate name or the state or country of its incorporation, attach a certificate evidencing the changes duly authenticated by the secretary of state or other official having custody of the corporate records in the state country under whose law it is incorporated. If the certificate is in a foreign language, a translation thereof under oath of the translator shall be attached.

P.C.

This certificate is effective at the time and on the date approved by the Division unless a later effective date not more than 90 days from the date of filing is specified                                                                                                      

Signed by	/s/
	(signature of authorized individual)

o Chairman of the Board of Directors

o President

þ Other Officer

o Court Appointed Fiduciary

on this 28^th day of October of 2004.

Examiner

Name approval

C

M

COMMONWEALTH OF MASSACHUSETTS

William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512

Certificate of Amendment
(General Laws, Chapter 156D, Section 15.04; 950 CMR 113.48)

I hereby approve the within Certificate of Amendment, and the filing fee in the amount of $                      having been paid, said certificate is deemed to have been filed with me this                      day of                      20       at                                                               am/pm.
(time)

Effective date:
	(must be within 90 days of date submitted)

WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth

Filing Fee: $100.00

TO BE FILLED IN BY CORPORATION
Contact Information:

C T Corporation System

101 Federal Street

Boston, Massachusetts 02110

Telephone:	(617) 757-6400
Email:

A copy of this filing will be available on-line at www.sec.state.ma.us/cor once the document is filed.

EX-3.113

Exhibit 3.113

AMENDMENT NO. 1 TO THE BYLAWS

OF

NANTUCKET ALLSERVE, INC.

     The Bylaws of Nantucket Allserve, Inc., a Massachusetts corporation (the “Corporation”), are hereby amended as follows effective immediately upon approval by the stockholders of the Corporation on April 21, 2008:

     1) Article III, Section 2 of the Corporation’s Bylaws is hereby amended and restated in its entirety as follows:

“2. NUMBER, TENURE, AND ELECTION.

     The number of the Directors of the corporation shall be determined by resolution of the Board of Directors, but shall not be less than three, except that whenever there shall be only two shareholders of the corporation, the number of Directors shall be not less than two. Each Director shall hold office until the next annual meeting of stockholders and until his successor shall have been elected and qualified. Directors shall be elected pursuant to agreement among the shareholders.”

     2) Article III, Section 6 of the Corporation’s Bylaws is hereby amended and restated in its entirety as follows:

“6. QUORUM.

     At any meeting of the Directors, the number of Directors required to constitute a quorum shall be a majority of members then in office, but if less than said number is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.”

     Except as amended hereby, the Bylaws, as amended, of the Corporation shall remain in full force and effect.

BYLAWS
OF
NANTUCKET ALLSERVE, INC.

ARTICLE I — OFFICES

     The principal office of the corporation shall be in Nantucket, Massachusetts, or as the Board of Directors may designate, or as the business of the corporation may from time to time require.

ARTICLE II — STOCKHOLDERS

1. ANNUAL MEETING.

     The annual meeting of the stockholders shall be held during the month of September of each year for the purpose of electing Directors and for the transaction of such other business as may come before the meeting.

2. SPECIAL MEETINGS.

     Special meetings of the stockholders, for any purpose or purposes, may be called by the President or by the Directors, and shall be called by the President at the request of the holders of not less than 50 percent of all the outstanding shares of the corporation entitled to vote at the meeting.

3. PLACE OF MEETING.

     The Directors may designate any place, unless otherwise prescribed by statute, as the place of meeting for any annual meeting or for any special meeting called by the Directors. A waiver of notice signed by all stockholders entitled to vote at a meeting may designate any place, unless otherwise prescribed by statute, as the place for holding such meeting. If

no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the corporation.

4. NOTICE OF MEETING.

     Written or printed notice stating the place, day, and the hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary, the officer, or persons calling the meeting, to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the stockholder at his address as it appears on the stock transfer books of the corporation, with postage prepaid.

5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.

     For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or stockholders entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other proper purpose, the Directors of the corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, sixty (60) days. If the stock transfer books shall be closed for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such books shall be closed for at least thirty (30) days immediately preceding such meeting. In lieu of closing the stock transfer books, the Directors may fix in advance a date as the record date for any such determination of stockholders. Such date shall be not more than sixty (60) days and, in case of a meeting

2

of stockholders, not less than thirty (30) days prior to the date on which the particular action requiring such determination of stockholders is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders, or stockholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of stockholders. When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

6. VOTING LISTS.

     The officer or agent in charge of the stock transfer books for shares of the corporation shall make, at least twenty days before each meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each, which list, for a period of twenty days prior to such meeting, shall be kept on file at the principal office of the corporation and shall be subject to inspection by any stockholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any stockholder during the whole time of the meeting. The original stock transfer book shall be prima facie evidence as to who are the stockholders entitled to examine such list or transfer books or to vote at the meeting of stockholders.

3

7. QUORUM.

     At any meeting of stockholders, a majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The stockholders present at a duly organized meeting may continue to transact business until final adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

8. PROXIES.

     At all meetings of stockholders, a stockholder may vote by proxy executed in writing by the stockholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the Secretary of the corporation before or at the time of the meeting.

9. VOTING.

     Each stockholder entitled to vote in accordance with the terms and provisions of the certificate of incorporation and these bylaws shall be entitled to one vote, in person or by proxy for each share of stock entitled to vote held by such stockholders. Upon the demand of any stockholder, the vote for Directors and upon any question before the meeting shall be by ballot. All elections for Directors shall be decided by majority vote; all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of the Commonwealth of Massachusetts.

4

10. ORDER OF BUSINESS.

     The order of business at all meetings of the stockholders, shall be as follows:

1.	Roll Call.
2.	Proof of notice of meeting or waiver of notice.
3.	Reading of minutes of preceding meeting.
4.	Reports of Officers.
5.	Reports of Committees.
6.	Election of Directors.
7.	Unfinished Business.
8.	New Business.

11. INFORMAL ACTION BY STOCKHOLDERS.

     Unless otherwise provided by law, any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE III — BOARD OF DIRECTORS

1. GENERAL POWERS.

     The business and affairs of the corporation shall be managed by its Board of Directors. The Directors shall in all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the corporation,

5

as they may deem proper, not inconsistent with these bylaws and the laws of the Commonwealth of Massachusetts.

2.  NUMBER, TENURE, AND ELECTION.

     The number of Directors of the corporation shall be six (6). Each Director shall hold office until the next annual meeting of stockholders and until his successor shall have been elected and qualified. Directors shall be elected pursuant to agreement among the shareholders.

3.  REGULAR MEETINGS.

     A regular meeting of the Directors, shall be held without other notice than this bylaw immediately after, and at the same place as, the annual meeting of stockholders. The Directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.

4.  SPECIAL MEETINGS.

     Special meetings of the Directors may be called by or at the request of the President or any three (3) Directors. The person or persons authorized to call special meetings of the Directors may fix the place for holding any special meeting of the Directors called by them.

5.  NOTICE.

     Notice of any special meeting shall be given at least fifteen (15) days previously thereto by written notice delivered personally, by telegram, by telecopier, or mailed to each Director at his business address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid. If notice is given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph

6

company. If notice is given by telecopier, such notice shall be deemed to be delivered upon confirmation of transmission by the sending telecopier. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

6.  QUORUM.

     At any meeting of the Directors, four (4) members shall constitute a quorum for the transaction of business, but if less than said number is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

7.  MANNER OF ACTING.

     The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Directors. The Directors may take action without a meeting provided such action is agreed to in writing by a majority of the Directors.

8.  NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

     Newly created directorships resulting from an increase in the number of Directors and vacancies occurring on the Board for any reason except the removal of Directors without cause may be filled by a vote of a majority of the Directors then in office, although less than a quorum exists. Vacancies occurring by reason of the removal of Directors without cause shall be filled by vote of the stockholders. A Director elected to fill a vacancy caused by resignation, death, or removal shall be elected to hold office for the unexpired term of his predecessor.

7

9. REMOVAL OF DIRECTORS.

     Any or all of the Directors may be removed for cause by vote of the stockholders or by action of the Board. Directors may be removed without cause only by vote of the stockholders.

10. RESIGNATION.

     A Director may resign at any time by giving written notice to the Board, the President or the Secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.

11. COMPENSATION.

     No compensation shall be paid to Directors, as such, for their services, but by resolution of the Board a fixed sum and expenses for actual attendance at each regular or special meeting of the Board may be authorized. Nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefor.

12. PRESUMPTION OF ASSENT.

     A Director of the corporation who is present at a meeting of the Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the

8

Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

13. EXECUTIVE AND OTHER COMMITTEES.

     The Board, by resolution, may designate from among its members an Executive Committee and other committees, each consisting of three (3) or more Directors. Each such committee shall serve at the pleasure of the Board. The Board shall designate a Finance Committee and an Audit Committee, whose members shall be appointed and perform their functions pursuant to an agreement among the shareholders.

ARTICLE IV — OFFICERS

1. NUMBER.

     The officers of the corporation shall be a President, a Vice President, a Secretary, and a Treasurer, each of whom shall be elected by the Directors pursuant to an agreement among the shareholders. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Directors.

2. ELECTION AND TERM OF OFFICE.

     The officers of the corporation to be elected by the Directors shall be elected annually at the first meeting of the Directors held after the annual meeting of the stockholders. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

9

3. REMOVAL.

     Any officer or agent elected or appointed by the Directors may be removed by the Directors whenever in their judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

4. VACANCIES.

     A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Directors for the unexpired portion of the term.

5. PRESIDENT.

     The President shall be the principal executive officer of the corporation and, subject to the control of the Directors, shall in general supervise and control all of the business and affairs of the corporation. He shall, when present, preside at all meetings of the stockholders and of the Directors. He may sign, with the Secretary or any other proper officer of the corporation thereunto authorized by the Directors, certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Directors or by these bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Directors from time to time.

10

6. VICE PRESIDENT.

     In the absence of the President or in the event of his death, inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned to him by the President or by the Directors.

7. SECRETARY.

     The Secretary shall keep the minutes of the stockholders’ and of the Directors’ meetings in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these bylaws or as required, be custodian of the corporate records and of the seal of the corporation, keep a register of the address of each stockholder which shall be furnished to the Secretary by such stockholder, have general charge of the stock transfer books of the corporation, and in general perform all duties as from time to time may be assigned to him by the President or by the Directors.

8. TREASURER.

     If required by the Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Directors shall determine. He shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts of monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies, or other depositories as shall be selected in accordance with these bylaws and in general perform all of the duties incident to the office of Treasurer and such

11

other duties as from time to time may be assigned to him by the President or by the Directors.

9. SALARIES.

     The salaries of the officers shall be fixed from time to time by the Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the corporation.

ARTICLE V — CONTRACTS, LOANS, CHECKS AND DEPOSITS

1. CONTRACTS.

     The Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

2. LOANS.

     No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Directors. Such authority may be general or confined to specific instances.

3. CHECKS, DRAFTS, ETC.

     All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Directors.

12

4. DEPOSITS.

     All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Directors may select.

ARTICLE VI — CERTIFICATES FOR SHARES AND THEIR TRANSFER

1. CERTIFICATES FOR SHARES.

     Certificates representing shares of the corporation shall be in such form as shall be determined by the Directors. Such certificates shall be signed by the President and by the Secretary. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the stockholders, the number of shares, and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be canceled and no new certificates shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in the case of a lost, destroyed, or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Directors may prescribe.

2. TRANSFER OF SHARES.

     (a) Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, it shall be the duty of the corporation to issue a new

13

certificate to the person entitled thereto, and cancel the old certificate; every such transfer shall be entered on the transfer book of the corporation.

     (b) The corporation shall be entitled to treat the holder of record of any share as the holder in fact thereof, and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, except as expressly provided by the laws of this state.

ARTICLE VII — FISCAL YEAR

     The fiscal year of the corporation shall begin on the first day of January in each year.

ARTICLE VIII — DIVIDENDS

     The Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

ARTICLE IX — SEAL

     The Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation, the state of incorporation, year of incorporation, and the words, “Corporate Seal.”

14

ARTICLE X — WAIVER OF NOTICE

     Unless otherwise provided by law, whenever any notice is required to be given to stockholder or Director of the corporation under the provisions of these bylaws or under the provisions of the articles of incorporation, a waiver thereof in writing, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI — AMENDMENTS

     These bylaws may be altered, amended or repealed and new bylaws may be adopted by a vote of the stockholders representing a majority of all the shares issued and outstanding, at any annual stockholders’ meeting or at any special stockholders’ meeting when the proposed amendment has been set out in the notice of such meeting.

Adopted 8/12/93

15

EX-3.114

Exhibit 3.114

PAGE 1

    Delaware    

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “NUTHATCH TRADING US, INC.”, FILED IN THIS OFFICE ON THE ELEVENTH DAY OF APRIL, A.D. 2008, AT 11:53 O’CLOCK A.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

		/s/ Harriet Smith Windsor
		Harriet Smith Windsor, Secretary of State
4532632 8100		AUTHENTICATION:	6517723
080418544		DATE:	04-11-08

You may verify this certificate online
at corp.delaware.gov/authver.shtml

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:09 PM 04/11/2008

FILED 11:53 AM 04/11/2008

SRV 080418544 — 4532632 FILE

CERTIFICATE OF INCORPORATION

OF

NUTHATCH TRADING US, INC.

April 11, 2008

     The undersigned sole incorporator, for the purpose of incorporating or organizing a corporation under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that:

     FIRST: The name of the corporation (hereinafter the “Corporation”) is Nuthatch Trading US, Inc.

     SECOND: The registered office of the Corporation is to be located at 1209 Orange Street, in the City of Wilmington, in the County of New Castle, in the State of Delaware. The name of its registered agent at that address is The Corporation Trust Company.

     THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the DGCL.

     FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 1,000 shares of common stock, par value $.01 per share.

     FIFTH: The name and mailing address of the incorporator are as follows:

Name	Address
Esther K. Kim	Morgan, Lewis & Bockius LLP
	101 Park Avenue
	New York, New York 10178

     SIXTH: Unless and except to the extent that the Bylaws of the Corporation shall so require, the directors of the Corporation need not be elected by written ballot.

     SEVENTH: In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors of the Corporation is expressly authorized to make, alter and repeal the Bylaws of the Corporation, subject to the power of the stockholders of the Corporation to alter or repeal any Bylaw whether adopted by them or otherwise.

- 1 -

     EIGHTH: No director shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except (i) for any breach of the duty of loyalty of such director to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which such director derives an improper personal benefit. If the DGCL is amended after the filing of this Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. No amendment, alteration or repeal of this Article EIGHTH shall adversely affect any right of, or protection afforded to, a director of the Corporation existing immediately prior to such repeal or modification.

     NINTH: Except as provided herein, from time to time any of the provisions of this Certificate of Incorporation may be amended, altered or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the Corporation by this Certificate of Incorporation are granted subject to the provisions of this Article NINTH.

[Signature page follows.]

- 2 -

     IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Incorporation as of the date first written above.

/s/ Esther K. Kim Esther K. Kim

Sole Incorporator

[Signature Page to Certificate of Incorporation]

EX-3.115

Exhibit 3.115

BYLAWS
OF
NUTHATCH TRADING US, INC.
(a Delaware corporation)

ARTICLE I
Meetings of Shareholders

     Section 1. Place of Meetings and Meetings by Telephone. Meetings of Shareholders shall be held at any place as designated by the Directors. In the absence of any such designation, meetings of Shareholders shall be held at the principal place of business of the Company. Any meeting of the Shareholders may be held by conference telephone or similar communication equipment so long as all Shareholders participating in the meeting are present within the United States, all such Shareholders can hear one another, and all Shareholders participating by telephone or similar communication equipment shall be deemed to be present in person at the meeting.

     Section 2. Call of Meetings. An annual meeting of the Shareholders, for the election of Directors to succeed those whose terms expire and for the transaction of such other business may properly come before the meeting, shall be held on such date and at such time as the Board of Directors shall each year fix, which date shall be within thirteen months subsequent to the date of formation of the Company or the last annual meeting of Shareholders. In addition, meetings of the Shareholders may be called at any time by the Directors or by the President for the purpose of taking action upon any matter requiring the vote or authority of the Shareholders as provided herein or upon any other matter as to which such vote or authority is deemed by the Directors to be necessary or desirable. Meetings of the Shareholders to act on any matter upon which Shareholders may vote as provided in the Delaware General Corporation Law (the “Act”) shall be called promptly by the Directors upon the written request of a majority in interest of the Shareholders.

     Section 3. Notice of Meetings of Shareholders. All notices of meetings of Shareholders shall be sent or otherwise given in accordance with Section 4 of this Article I not less then ten (10) nor more than sixty (60) days before the date of the meeting. The notice shall specify (i) the place, date and hour of the meeting and (ii) the general nature of the business to be transacted.

     Section 4. Manner of Giving Notice. Notice of any meeting of Shareholders shall be given personally or by telephone to each Shareholder or sent by first class mail, by telegram, e-mail or telecopy (or similar electronic means) or by a nationally recognized overnight courier, charges prepaid, addressed to the Shareholder at the address of that Shareholder appearing on the books of the Company or given by the Shareholder to the Company for the purpose of notice. Notice shall be deemed to have been given at the time when delivered either personally or by telephone, or at the time when deposited in the mail or with a

nationally recognized overnight courier, or when receipt is confirmed (including electronically) when sent by telegram, e-mail or telecopy (or similar electronic means).

     Section 5. Adjourned Meeting; Notice. Any meeting of Shareholders, whether or not a quorum is present, may be adjourned from time to time by the vote of the holders of a majority of the shares represented at that meeting, either in person or by proxy. When any meeting of Shareholders is adjourned to another time or place, notice need not be given of the adjourned meeting, unless a new record date of the adjourned meeting is fixed or unless the adjournment is for more than thirty (30) days from the date set for the original meeting, in which case the Directors shall set a new record date and shall give notice in accordance with the provisions of Sections 3 and 4 of this Article I. At any adjourned meeting, the Company may transact any business that might have been transacted at the original meeting.

     Section 6. Quorum; Voting. At any meeting of the Shareholders, a majority in interest of the Shareholders, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of Shareholders holding a higher number of shares is required by these Bylaws or applicable law. Except as otherwise required by applicable law, all matters shall be determined by a majority in interest of the Shareholders.

     Section 7. Waiver of Notice by Consent of Absent Shareholders. The transactions of a meeting of Shareholders, however called and noticed and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice if a quorum is present either in person or by proxy and if either before or after the meeting, each person entitled to vote who was not present in person or by proxy signs a written waiver of notice or a consent to a holding of the meeting or an approval of the minutes. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any meeting of Shareholders. Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting if that objection is expressly made at the beginning of the meeting.

     Section 8. Shareholder Action by Written Consent Without a Meeting. Any action that may be taken at any meeting of Shareholders (including any annual meeting of Shareholders) may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by a majority in interest of the Shareholders (or Shareholders holding such higher number of shares as is required to authorize or take such action under the terms of these Bylaws or applicable law); provided, however, that such consent shall be executed within the United States. Any such written consent may be executed and given by telecopy or similar electronic means. Such consents shall be filed with the Secretary of the Company and shall be maintained in the Company’s records. Every written consent shall bear the date of signature of each Shareholder who signs the consent and no written consent shall be effective to take the Company action referred to therein unless, within sixty (60) days of the date the earliest dated consent is delivered to the Company, a written consent or consents signed by holders of a sufficient number of shares to take the subject action are properly delivered to the Company.

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     Section 9. Record Date for Shareholder Notice, Voting and Giving Consents.

     (a) For purposes of determining the Shareholders entitled to vote or act at any meeting or adjournment thereof, the Directors may fix in advance a record date which shall not be greater than sixty (60) days nor fewer than ten (10) days before the date of any such meeting. If the Directors do not so fix a record date, the record date for determining Shareholders entitled to notice of or to vote at a meeting of Shareholders shall be at the close of business on the business day immediately preceding the day on which notice is given, or if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

     (b) The record date for determining Shareholders entitled to give consent to action in writing without a meeting, (i) when no prior action of the Directors has been taken, shall be the day on which the first written consent is given, or (ii) when prior action of the Directors has been taken, shall be (x) such date as determined for that purpose by the Directors, which record date shall not precede the date upon which the resolution fixing it is adopted by the Directors and shall not be more than ten (10) days after the date of such resolution, or (y) if no record date is fixed by the Directors the record date shall be the close of business on the day on which the Directors adopt the resolution relating to that action.

     (c) Only Shareholders of record on the record date as herein determined shall have any right to vote or to act at any meeting or give consent to any action relating to such record date, provided that no Shareholder who transfers all or part of such Shareholder’s shares after a record date (and no transferee of such shares) shall have the right to vote or act with respect to the transferred shares as regards the matter for which the record date was set.

     Section 10. Proxies. Every Shareholder entitled to vote or act on any matter at a meeting of Shareholders shall have the right to do so either in person or by proxy, provided that an instrument authorizing such a proxy to act is executed by the Shareholder in writing and dated not more than three (3) years before the meeting, unless the instrument specifically provides for a longer period. A proxy shall be deemed executed by a Shareholder if the Shareholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the Shareholder or the Shareholder’s attorney-in-fact. A valid proxy that does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it before the vote pursuant to that proxy by a writing delivered to the Company stating that the proxy is revoked, by a subsequent proxy executed by the person who executed the earlier proxy or by attendance at the meeting and voting in person by the person who executed the earlier proxy or (ii) written notice of the death or incapacity of the maker of that proxy is received by the Company before the vote pursuant to that proxy is counted. A proxy purporting to be executed by the person who executed that proxy or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger.

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ARTICLE II
Directors and Meetings of Directors

     Section 1. Powers.

     (a) Subject to the delegation of rights and powers as provided for herein, the Board of Directors shall have the sole right to manage the business of the Company and shall have all powers and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the Company. No Shareholder, by reason of its status as such, shall have any authority to act for or bind the Company or otherwise take part in the management of the Company, but shall have only the right to vote on or approve the actions specified herein or in the Delaware Act (or hereafter specified by the Board of Directors) to be voted on or approved or determined by the Shareholders. At any time that there is only one Shareholder, any and all action provided for herein to be taken or approved by the “Shareholders” shall be taken or approved by the sole Shareholder.

     (b) The Company shall have such officers as are provided for herein, and such officers shall be elected and removed in accordance with these Bylaws. The Board of Directors may appoint, employ, or otherwise contract with such other persons or entities for the transaction of the business of the Company or the performance of services for or on behalf of the Company as it shall determine in its sole discretion. The Board of Directors may delegate to any officer of the Company or to any such other person or entity such authority to act on behalf of the Company as the Board of Directors may from time to time deem appropriate in its sole discretion (which delegated authority may be set forth in the Bylaws, in resolutions adopted by the Board or otherwise as determined by the Board). The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Board of Directors.

     (c) Except as otherwise provided by the Board of Directors or in these Bylaws, when the taking of any of the following described actions has been authorized by the Board of Directors, any Director or officer of the Company, or any other person specifically authorized by the Board of Directors, may execute any contract or other agreement or document on behalf of the Company and may execute on behalf of the Company and file with the Secretary of State of the State of Delaware any certificates or filings provided for in the Delaware Act.

     Section 2. Number of Directors. The Board of Directors shall consist of three (3) Directors or such other number as the Board of Directors shall determine.

     Section 3. Vacancies. Vacancies in the authorized number of Directors from whatever cause shall be filled by the remaining Directors, or, if there be none, by the Shareholders. Directors shall serve for a term of one (1) year and thereafter until their respective successors are duly elected by the Shareholders or until their earlier death, retirement, incapacity or removal. Directors can be removed with or without cause by a vote of the Shareholders. Determinations to be made by the Directors in connection with the conduct of the business of the Company shall be made in the manner provided in these Bylaws, unless otherwise specifically provided herein.

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     Section 4. Place of Meetings and Meetings by Telephone. All meetings of the Directors may be held at any place within the United States that has been designated from time to time by resolution of the Directors. In the absence of such a designation, regular meetings shall be held at the principal place of business of the Company. Any meeting, regular or special, may be held by conference telephone or similar communication equipment so long as all Directors participating in the meeting can hear one another and all of the Directors are participating in such meeting within the United States. All Directors participating by telephone or similar communication equipment shall be deemed to be present in person such meeting.

     Section 5. Regular Meetings. Regular meetings of the Directors shall be held at such times and at such places within the United States as shall be fixed by unanimous approval of the Directors. Such regular meetings may be held without notice.

     Section 6. Special Meetings. Special meetings of the Directors for any purpose or purposes may be called at any time by any Director, the Chairman or by the President; provided, however, that all special meetings shall be held within the United States. Notice of the time and place of a special meeting shall be delivered personally or by telephone to each Director and sent by first-class mail, by telegram, e-mail or telecopy (or similar electronic means) or by nationally recognized overnight courier, charges prepaid, addressed to each Director at that Director’s address as it is shown on the records of the Company. In case the notice is mailed, it shall be deposited in the United States mail at least five (5) calendar days before the time of the holding of the meeting. In case the notice is delivered personally or by telephone or by telegram, e-mail, telecopy (or similar electronic means) or overnight courier, it shall be given at least two (2) calendar days before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the Director or to a person at the office of the Director who the person giving the notice has reason to believe will promptly communicate it to the Director. The notice need not specify the purpose of the meeting.

     Section 7. Quorum. A majority of the authorized number of Directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 9 of this Article II. Every act or decision done or made by the affirmative vote of a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Directors, except to the extent that the vote of a higher number of Directors is required by these Bylaws or applicable law.

     Section 8. Waiver of Notice. Notice of any meeting need not be given to any Director who either before or after the meeting signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the records of the Company or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any Director who attends the meeting without protesting before or at its commencement the lack of notice to that Director.

     Section 9. Adjournment. A majority of the Directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given unless the meeting is adjourned for

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more than forty-eight (48) hours, in which case notice of the time and place shall be given before the time of the adjourned meeting in the manner specified in Section 6 of this Article II.

     Section 10. Action Without a Meeting. Any action to be taken by the Directors at a meeting may be taken without such meeting by the written consent of a majority of the Directors then in office (or such higher number of Directors as is required to authorize or take such action under the terms of these Bylaws or applicable law); provided, however, that such consent shall be executed within the United States. Any such written consent may be executed and given by telecopy or similar electronic means. Such written consents shall be filed with the minutes of the proceedings of the Directors. If any action is so taken by the Directors by the written consent of less than all of the Directors, prompt notice of the taking of such action shall be furnished to each Director who did not execute such written consent, provided that the effectiveness of such action shall not be impaired by any delay or failure to furnish such notice.

     Section 11. Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in a resolution of the Board, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and the affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have power or authority in reference to (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by law to be submitted to stockholders for approval, or (ii) adopting, amending or repealing these Bylaws.

ARTICLE III
Officers

     Section 1. Officers. The officers of the Company shall be a Chairman, a President, one or more Vice Presidents, a Secretary and a Treasurer. The Company may also have, at the discretion of the Directors, such other officers as may be appointed in accordance with the provisions of Section 3 of this Article III. Any number of offices may be held by the same person. Each of the officers of the Company may but need not be a Director.

     Section 2. Election of Officers. The officers of the Company, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article III, shall be chosen by the Directors, and each shall serve at the pleasure of the Directors. The appointment of officers shall be considered by the Directors at their first meeting after every annual election of Directors by the Shareholders.

     Section 3. Subordinate Officers. The Directors may appoint and may empower the Chairman or the President to appoint such other officers as the business of the Company may require, each of whom shall hold office for such period, have such authority and

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perform such duties as are provided in these Bylaws or as the Directors (or, to the extent the power to prescribe authorities and duties of subordinate officers is delegated to him, the Chairman or the President) may from time to time determine.

     Section 4. Removal and Resignation of Officers. Any officer may be removed, with or without cause, by the Directors at any regular or special meeting of the Directors or by such officer, if any, upon whom such power of removal may be conferred by the Directors. Any officer may resign at any time by giving written notice to the Company. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and unless otherwise specified in notice of a resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a party.

     Section 5. Vacancies in Offices. A vacancy in any office because of death, resignation, removal, disqualification or other cause shall be filled in the manner prescribed in these Bylaws for regular appointment to that office. The Chairman or the President may make temporary appointments to a vacant office pending action by the Directors.

     Section 6. President. The President shall be the chief executive officer of the Company and shall, subject to the control of the Directors, have general supervision, direction and control of the business and the officers of the Company. He or she shall have the general powers and duties of management usually vested in the office of President of a corporation and shall have such other powers and duties as may be prescribed by the Directors or these Bylaws.

     Section 7. Vice Presidents. In the absence or disability of the President, the Vice Presidents, in order of their rank as fixed by the Directors, shall perform all the duties of the President and when so acting shall have all powers of and be subject to all the restrictions upon the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Directors, the Chairman or the President or by these Bylaws.

     Section 8. Secretary. The Secretary shall keep or cause to be kept at the principal place of business of the Company or such other place as the Directors may direct a book of minutes of all meetings and actions of Directors, committees or other delegates of Directors and Shareholders with the time and place of holding, whether regular or special, and if special, how authorized, the notice given, the names of those present at Directors’ meetings or committee or other delegate meetings, the number of shares present or represented at meetings of Shareholders and the proceedings. The Secretary shall keep or cause to be kept at the principal place of business of the Company, a register or a duplicate register showing the names of all Shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, if any, and the number and date of cancellation of every certificate surrendered for cancellation. The Secretary shall give or cause to be given notice of all meetings of the Shareholders and of the Directors (or committees or other delegates thereof) required to be given by these Bylaws or by applicable law and shall have such other powers and perform such other duties as may be prescribed by the Directors, the Chairman or the President or by these Bylaws.

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     Section 9. Treasurer. The Treasurer shall keep and maintain or cause to be kept and maintained adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of the assets, liabilities, receipts, disbursements, gains, losses, capital and retained earnings the Company. The books of account shall at all reasonable times be open to inspection by any Director. The Treasurer shall deposit all monies and other valuables in the name and to the credit of the Company with such depositaries as may be designated by the Directors. He or she shall disburse the funds of the Company as may be ordered by the Directors, shall render to the Chairman, the President and Directors, whenever they request it, an account of all of his or her transactions as chief financial officer and of the financial condition of the Company and shall have other powers and perform such other duties as may be prescribed by the Directors, the Chairman or the President or these Bylaws.

ARTICLE IV
Limitation on Liability; Standard of Care; Indemnification of Directors, Officers, Employees and Agents

     Section 1. Limitation of Liability. The debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Shareholder, Director or officer of the Company shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Shareholder, Director and/or officer.

     Section 2. Standard of Care; Indemnification of Directors, Officers, Employees and Agents.

     (a) The Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that the person is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

     (b) The Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the Company, or is or was serving at the request of

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the Company as a director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Company and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

     (c) To the extent that a present or former director or officer of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this Section 2, or in defense of any claim, issue or matter therein, the Company shall indemnify such person against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

     (d) Any indemnification under subsections (a) and (b) of this Section 2 (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this Section 2. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (iv) by the Shareholders.

     (e) Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Company as authorized in this Section 2. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Company deems appropriate.

     (f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this Section 2 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of Shareholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

     (g) The Company shall purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Company, or is or was serving

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at the request of the Company as a director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Company would have the power to indemnify such person against such liability under this Section 2.

     (h) The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 2 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

     (i) The provisions of this Section 2 are intended to provide for the broadest rights and protections afforded to directors, officers, employees or agents under the Delaware Act as of the date hereof. If, after the date hereof, any law shall be enacted which expands the authority of the Company under the Delaware Act to indemnify the directors, officers, employees or agents of the Company, the Company shall indemnify the directors, officers, employees or agents of the Company to the fullest extent provided by the Delaware Act, as amended.

ARTICLE V
Records and Reports

     Section 1. Maintenance and Inspection of Shareholder Registrar. The Company shall maintain at its principal place of business a record of its Shareholders, giving the names and addresses of all Shareholders and the number and class of shares held by each Shareholder. Subject to such reasonable standards (including standards governing what information and documents are to be furnished and at whose expense) as may be established by the Directors from time to time, each Shareholder has the right, to obtain from the Company from time to time upon reasonable demand for any purpose reasonably related to the Shareholder’s interest as a Shareholder of the Company a record of the Company’s Shareholders.

     Section 2. Maintenance and Inspection of Bylaws. The Company shall keep at its principal place of business the original or a copy of these Bylaws as amended to date, which shall be open to inspection by the Shareholders at all reasonable times during office hours.

     Section 3. Maintenance and Inspection of Other Records. The accounting books and records, minutes of proceedings of the Shareholders and the Directors and any committees or delegates of the Directors and all other information pertaining to the Company that is required to be made available to the Shareholders under the Delaware Act shall be kept at such place or places designated by the Directors or in the absence of such designation, at the principal place of business of the Company. The minutes shall be kept in written form and the accounting books and records and other information shall be kept either in written form or in any other form capable of being converted into written form. The books of account and records of the Company shall be maintained in accordance with generally accepted accounting principles consistently applied during the term of the Company, wherein all transactions, matters and things relating to the business and properties of the Company shall be currently entered. Subject to such reasonable standards (including standards governing what information and documents are

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to be furnished and at whose expense) as may be established by the Directors from time to time, minutes, accounting books and records and other information shall be open to inspection upon the written demand of any Shareholder at any reasonable time during usual business hours for a purpose reasonably related to the Shareholder’s interests as a Shareholder. Any such inspection may be made in person or by an agent or attorney and shall include the right to copy and make extracts. Notwithstanding the foregoing, the Directors shall have the right to keep confidential from Shareholders for such period of time as the Directors deem reasonable, any information which the Directors reasonably believe to be in the nature of trade secrets or other information the disclosure of which the Directors in good faith believe is not in the best interests of the Company or could damage the Company or its business or which the Company is required by law or by agreement with a third party to keep Confidential.

     Section 4. Inspection by Directors. Every Director shall have the right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Company for a purpose reasonably related to his position as Director. This inspection by a Director may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.

ARTICLE VI
General Matters

     Section 1. Certificates. Each Shareholder shall be entitled to a certificate signed by, or in the name of the Company by, the President or a Vice President. Any and all of the signatures on the certificate may be by facsimile. Transfers of shares shall be made only upon the transfer books of the Company kept at an office of the Company or transfer agents designated to transfer shares in the Company. Except where a certificate is issued with respect to a lost, stolen or destroyed certificate, an outstanding certificate for the number of shares to be transferred shall be surrendered for cancellation before a new certificate is issued therefor. The issue, transfer, conversion and registration of certificate shall be governed by such other regulations as the Directors may from time to time establish.

     Section 2. Checks, Drafts, Evidence of Indebtedness. The persons from time to time holding the position of Chairman, President, Vice President, Secretary, Treasurer or controller (if any) of the Company, acting by written instrument signed by any two of them, are hereby authorized (i) to open or close any bank account or investment account of the Company, (ii) to designate the use of any such account, (iii) to grant authority to any person or combination of persons to sign checks, by manual or facsimile signature or to issue oral, wire or written instructions for the withdrawal of funds from, or other action with respect to, any such account, (iv) to revoke the authority of any person or persons to sign checks or to issue instructions, (v) to establish a maximum amount as to which any person or combination of persons shall be authorized to sign checks or issue instructions, and (vi) to take all further actions, and to execute and deliver all such further instructions and documents, in the name and on behalf of the Company, as in their judgment shall be necessary, proper or advisable in connection with the foregoing matters. Any resolution supplied by a financial institution or investment company and approved and executed by any two of the officers designated in this Section 2 of this Article VI shall be deemed resolutions duly adopted by the Board of Directors and shall be filed with the minutes of meetings of Directors.

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     Section 3. Contracts and Instruments; How Executed. The Directors, except as otherwise provided in these Bylaws, may authorize any Director(s), officer(s) or agent(s) to enter into any contract or execute any instrument in the name of and on behalf of the Company and this authority may be general or confined to specific instances; and unless so authorized or ratified by the Directors or within the agency power of an officer (or otherwise specified in these Bylaws), no Shareholder, officer, agent, or employee shall have any power or authority to bind the Company by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

     Section 4. Representation of Shares of Other Entities Held by Company. The President or any Vice President or any other person authorized by the Directors or by any of the foregoing designated officers, is authorized to vote or represent on behalf of the Company any and all shares of any corporation, partnership, trust, limited liability company or other entities, foreign or domestic, standing in the name of the Company. The authority granted may be exercised in person or by a proxy duly executed by such designated person.

     Section 5. Seal. The Directors may approve and adopt an official Company seal, which may be altered by them at any time. Unless otherwise required by the Directors, any seal so adopted shall not be necessary to be placed on, and its absence shall not impair the validity of, any document, instrument or other paper executed and delivered by or on behalf of the Company.

     Section 6. Fiscal Year. The fiscal year of the Company shall be fixed by resolution of the Board of Directors.

     Section 7. Reliance Upon Books, Reports and Records. Each Director, each Shareholder of any committee designated by the Board of Directors, and each officer of the Company shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Company and upon such information, opinions, reports or statements presented to the Company by any of its officers or employees, or committees of the Board of Directors so designated, or by any other person as to matters which such manager or committee Shareholder reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company.

ARTICLE VII
Amendments

     Section 1. Amendment. These Bylaws may be restated, amended, supplemented or repealed only by unanimous vote of the Directors or unanimous vote of the Shareholders.

Effective as of April 11, 2008

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EX-3.116

Exhibit 3.116

ARTICLES OF INCORPORATION

OF

GROUX DISTRIBUTION, INC.

I

     The name of this corporation is GROUX DISTRIBUTION, INC.

II

     The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the California General Corporation Law other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

III

     The name and address in the State of California of this corporation’s initial agent for service of process is:

S. Lee Hancock
18400 Von Karman, Fourth Floor
Irvine, California 92715-1597

IV

     This corporation is authorized to issue only one class of shares of stock; and the total number of shares which this corporation is authorized to issue is one hundred thousand (100,000).

V

     The liability of the directors of this corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

VI

     This corporation is authorized to provide indemnification of agents, as that term is defined in Section 317

of the California General Corporation Law, in excess of that expressly permitted by said Section 317, for breach of duty to the corporation and its shareholders, under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, to the fullest extent such indemnification may be authorized hereby pursuant to paragraph (11) of subdivision (a) of Section 204 of the California General Corporation Law.

DATED: January 15, 1990

/s/ S. LEE HANCOCK                              
S. LEE HANCOCK Incorporator

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EX-3.117

Exhibit 3.117

CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION

     ROBERT J. GROUX and WILLIAM G. GROUX hereby certify that:

     1. They are the President and the Secretary, respectively, of GROUX DISTRIBUTION, INC., a California corporation (the “Corporation”).

     2. Article I of the Articles of Incorporation of this Corporation is hereby amended to read as follows:

“I

     The name of this corporation is GROUX BEVERAGE CORPORATION.”

     3. The foregoing amendment of Articles of Incorporation has been duly approved by the Board of Directors of the Corporation.

     4. The foregoing amendment of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the California Corporations Code. The total number of outstanding shares of the Corporation is 18,000. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than fifty percent (50%).

     We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this Certificate are true and correct of our own knowledge.

Dated: As of March 22, 1994

/s/ Robert J. Groux                              
Robert J. Groux, President

/s/ William G. Groux                              
William G. Groux, Secretary

EX-3.118

Exhibit 3.118

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

     ALAN R. KOSS hereby certifies that:

     1. He is the President and the Secretary of GROUX BEVERAGE CORPORATION a California corporation (the “Corporation”).

     2. Article I of the Articles of Incorporation of this Corporation is hereby amended to read as follows:

“I

     The name of this corporation is SNAPPLE DISTRIBUTORS OF ORANGE COUNTY, INC.”

     3. The foregoing amendment of Articles of Incorporation has been duly approved by the Board of Directors of the Corporation.

     4. The foregoing amendment of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the California Corporations Code. The total number of outstanding shares of the Corporation is 18,000. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than fifty percent (50%).

     I further declare under penalty of perjury under the laws of the State of California that the matters set forth in this Certificate are true and correct of my knowledge.

Dated: As of September 16, 1994

/s/ Alan R. Koss                              
Alan R. Koss, President

/s/ Alan R. Koss                              
Alan R. Koss, Secretary

8316G

EX-3.119

Exhibit 3.119

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

OF

SNAPPLE DISTRIBUTORS OF ORANGE COUNTY, INC.

****************

     We, W. Stephen Perry and Marcia S. Laz, the Vice President and Assistant Secretary of Snapple Distributors of Orange County, Inc., a corporation duly organized and existing under the laws of the State of California, do hereby certify:

     1. That they are the Vice President and the Assistant Secretary, respectively, of Snapple Distributors of Orange County, Inc., a California Corporation.

     2. That an amendment to the Articles of Incorporation of this corporation has been approved by the board of directors.

     3. The amendment so approved by the board of directors is as follows:

     Article I of the articles of incorporation of this corporation is amended to read as follows:

“I

     The name of this corporation is PACIFIC SNAPPLE DISTRIBUTORS, INC.”

     4. That the shareholders have adopted said amendment by written consent. That the wording of said amendment as approved by written consent of the shareholders is the same as that set forth above. That said written consent was signed by the holders of outstanding shares having not less than the minimum number of required votes of shareholders necessary to approve said amendment in accordance with Section 902 of the California Corporations Code.

     5. That the designation and total number of outstanding shares entitled to vote on or give written consent to said amendment and the minimum percentage vote required of each class

or series entitled to vote on or give written consent to said amendment for approval thereof are as follows:

	Number of Shares
	outstanding entitled
	to vote or give		Minimum percentage vote
Designation	written consent		required to approve
Common Stock		18,000	More than 50 percent

     Each of the undersigned declares under penalty of perjury that the statements contained in the foregoing certificate are true of their own knowledge.

     Executed at Chicago, Illinois on December 6, 1995.

/s/ W. Stephen Perry                              
Vice President
W. Stephen Perry

/s/ Marcia S. Laz                              
Assistant Secretary
Marcia S. Laz

EX-3.120

Exhibit 3.120

Certificate of Assistant Secretary

     I, Wayne R. Lewis, in my capacity as Assistant Secretary of Pacific Snapple Distributors, Inc. a Delaware corporation (the “Corporation”), am delivering this Certificate of Assistant Secretary to certify that the Corporation was formerly known as Groux Distribution, Inc. and Snapple Distributors of Orange County, Inc., (collectively the “Former Name”) and the Bylaws and amendment to the Bylaws attached hereto in the Former Name continue to be the Bylaws of the Corporation.

     IN WITNESS WHEREOF, I have set my hand to this Certificate as of the 20^th day of November, 2008.

Pacific Snapple Distributors, Inc. a Delaware corporation
By:	/s/ Wayne R. Lewis
	Wayne R. Lewis
	Assistant Secretary

State of Texas	§
	§
County of Collin	§

     This instrument was acknowledged before me on this 20^th day of November 2008, by Wayne R. Lewis, Assistant Secretary of Snapple Distributors, Inc., a Delaware corporation, on behalf of said corporation.

/s/ Janet L. Barrett  

Janet L. Barrett 

Notary Public in and for the State of Texas 

CERTIFICATE OF AMENDMENT OF

BYLAWS OF

PACIFIC SNAPPLE DISTRIBUTORS, INC.

          I, William G. Groux, do hereby certify that:

          1. I am the duly elected and acting Secretary of Groux Distribution, Inc. (the “Corporation”).

          2. By Written Consent of the Shareholders of the Corporation dated as of October 11, 1991, the following resolution was adopted:

RESOLVED, that Section 2 of Article III of the Bylaws of the Corporation be amended to read in full as follows:

“Section 2. NUMBER AND QUALIFICATION OF DIRECTORS. The authorized number of Directors of the corporation shall be four (4) until changed by a duly adopted amendment to this Bylaw adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that an amendment reducing the authorized number of directors to a number less than five (5) shall not be adopted if the votes cast against its adoption at a meeting, or the shares not consenting in the case of action by written consent, are equal to more than sixteen and two-thirds percent (16-2/3%) of the outstanding shares entitled to vote.”

               IN WITNESS WHEREOF, I have hereunder set my hand this 11th day of October, 1991.

/s/ William G. Groux                              
William G. Groux, Secretary

BYLAWS

OF

PACIFIC SNAPPLE DISTRIBUTORS, INC.

BYLAWS

OF

GROUX DISTRIBUTION, INC.

INDEX

Article			Page
I	OFFICES			1
	Section 1	Principal Offices		1
	Section 2	Other Offices		1
II	MEETINGS OF SHAREHOLDERS			1
	Section 1	Place of Meetings		1
	Section 2	Annual Meeting		1
	Section 3	Special Meetings		1
	Section 4	Notice of Shareholders’ Meetings		2
	Section 5	Manner of Giving Notice; Affidavit of Notice		3
	Section 6	Quorum		3
	Section 7	Adjourned Meeting; Notice		3
	Section 8	Voting		4
	Section 9	Waiver of Notice or Consent by Absent Shareholders		5
	Section 10	Shareholders Action by Written Consent Without a Meeting		5
	Section 11	Record Date for Shareholder Notice, Voting, and Giving Consents		6
	Section 12	Proxies		7
	Section 13	Inspectors of Election		7
III	DIRECTORS			8
	Section 1	Powers		8
	Section 2	Number and Qualification of Directors		8
	Section 3	Election and Term of Office of Directors		8
	Section 4	Vacancies		8
	Section 5	Place of Meetings		9
	Section 6	Meetings by Telephone		9
	Section 7	Annual Meetings		10
	Section 8	Special Meetings		10
	Section 9	Quorum		10

Article			Page
	Section 10	Waiver of Notice		11
	Section 11	Adjournment		11
	Section 12	Notice of Adjournment		11
	Section 13	Action Without Meeting		11
	Section 14	Fees and Compensation of Directors		11
IV	COMMITTEES			12
	Section 1	Committees of Directors		12
	Section 2	Meetings and Action of Committees		12
V	OFFICERS			13
	Section 1	Officers		13
	Section 2	Election of Officers		13
	Section 3	Subordinate Officers		13
	Section 4	Removal and Resignation of Officers		13
	Section 5	Vacancies in Offices		14
	Section 6	Chairman of the Board		14
	Section 7	President		14
	Section 8	Vice Presidents		14
	Section 9	Secretary		14
	Section 10	Chief Financial Officer		15
VI	INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS			15
	Section 1	Indemnification		15
	Section 2	Insurance		16
VII	RECORDS AND REPORTS			16
	Section 1	Maintenance and Inspection of Share Register		16
	Section 2	Maintenance and Inspection of Bylaws		17
	Section 3	Maintenance and Inspection of Other Corporate Records		17
	Section 4	Inspection by Directors		17
	Section 5	Annual Report to Shareholders		18
	Section 6	Financial Statements		18
	Section 7	Annual Statement of General Information		18

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Article			Page
VIII	GENERAL CORPORATE MATTERS			19
	Section 1	Record Date for Purposes Other Than Notice and Voting		19
	Section 2	Checks, Drafts, Evidences of Indebtedness		19
	Section 3	Corporate Contracts and Instruments; How Executed		19
	Section 4	Certificates for Shares		20
	Section 5	Lost Certificates		20
	Section 6	Representation of Shares of Other Corporations		20
	Section 7	Construction and Definitions		21
IX	AMENDMENTS			21
	Section 1	Amendment by Shareholders		21
	Section 2	Amendment by Directors		21

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BYLAWS

OF

GROUX DISTRIBUTION, INC.

ARTICLE I

OFFICES

          Section 1. PRINCIPAL OFFICES. The Board of Directors shall fix the location of the principal executive office of the corporation any place within or outside the State of California. If the principal executive office is located outside this State, and the corporation has one or more business offices in this State, the Board of Directors shall fix and designate a principal business office in the State of California.

          Section 2. OTHER OFFICES. The Board of Directors may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to do business.

ARTICLE II

MEETINGS OF SHAREHOLDERS

          Section 1. PLACE OF MEETINGS. Meetings of shareholders shall be held either at the principal executive office of the corporation or at any other place within or without the State of California which may be designated either by the Board of Directors or by the written consent of all persons entitled to vote thereat given either before or after the meeting and filed with the Secretary.

          Section 2. ANNUAL MEETING. The annual meeting of shareholders shall be held each year on a date and at a time designated by the Board of Directors. At each annual meeting directors shall be elected, and any other proper business may be transacted.

          Section 3. SPECIAL MEETINGS. A special meeting of the shareholders may be called at any time by the Board of Directors, or by the Chairman of the Board, or by the President, or by one or more shareholders holding shares in the aggregate entitled to cast not less than ten percent (10%) of the votes at that meeting.

          If a special meeting is called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the Chairman of the Board, the President, any Vice President, or the Secretary of the corporation. The officer receiving the request shall cause notice to be promptly given to the shareholders entitled to vote, in accordance with the provisions of Sections 4 and 5 of this Article II, that a meeting will be held at the time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, the person or persons requesting the meeting may give the notice. Nothing contained in this paragraph of this Section 3 shall be construed as limiting, fixing or affecting the time when a meeting of shareholders called by action of the Board of Directors may be held.

          Section 4. NOTICE OF SHAREHOLDERS’ MEETINGS. All notices of meeting of shareholders shall be sent or otherwise given in accordance with Section 5 of this Article II not less than ten (10) nor more than sixty (60) days before the date of the meeting. The notice shall specify the place, date and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted, or (ii) in the case of the annual meeting, those matters which the Board of Directors, at the time of giving the notice, intends to present for action by the shareholders, but, subject to the provisions of applicable law, any proper matter may be presented at the meeting for such action. The notice of any meeting at which directors are to be elected shall include the name of any nominee or nominees whom, at the time of the notice, management intends to present for election.

          If action is proposed to be taken at any meeting for approval of (i) a contract or transaction in which a director has a direct or indirect financial interest, pursuant to Section 310 of the California General Corporation Law, (ii) an amendment of the Articles of Incorporation, pursuant to Section 902 of that Law, (iii) a reorganization of the corporation, pursuant to Section 1201 of that Law, (iv) a voluntary dissolution of the corporation, pursuant to Section 1900 of that Law, or (v) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of that Law, the notice shall also state the general nature of that proposal.

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          Section 5. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Notice of any meeting of shareholders shall be given either personally or by first class mail or telegraphic or other written communication, charges prepaid, addressed to the shareholder at the address of that shareholder appearing on the books of the corporation or given by the shareholder to the corporation for the purpose of notice. If no such address appears on the corporation’s books or is given, notice shall be deemed to have been given if sent to that shareholder by first class mail or telegraphic or other written communication to the corporation’s principal executive office, or if published at least once in a newspaper of general circulation in the county where that office is located. Notice shall be deemed to have been given at the time when delivered personally to the recipient or deposited in the mail or sent by telegram or other means of written communication.

          If any notice addressed to a shareholder at the address of that shareholder appearing on the books of the corporation is returned to the corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice to the shareholder at that address, all future notices or reports shall be deemed to have been duly given without further mailing if these shall be available to the shareholder on written demand of the shareholder at the principal executive office of the corporation for a period of one year from the date of the giving of the notice.

          An affidavit of the mailing or other means of giving any notice of any shareholders’ meeting shall be executed by any officer or any transfer agent of the corporation giving the notice, and shall be filed and maintained in the minute book of the corporation.

          Section 6. QUORUM. The presence in person or by proxy of the holders of a majority of the shares entitled to vote shall constitute a quorum at any meeting of shareholders. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

          Section 7. ADJOURNED MEETING; NOTICE. Any shareholders’ meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at that meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at that meeting, except as provided in Section 6 of this Article II.

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          When any meeting of shareholders, either annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place are announced at a meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless the adjournment is for more than forty-five (45) days from the date set for the original meeting, in which case the Board of Directors shall set a new record date. Notice of any such adjourned meeting shall be given to each shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 4 and 5 of this Article II. At any adjourned meeting the corporation may transact any business which might have been transacted at the original meeting.

          Section 8. VOTING. The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the provisions of Section 11 of this Article II, subject to the provisions of Sections 702 to 704, inclusive, of the California General Corporation Law (relating to voting shares held by a fiduciary, in the name of a corporation, or in joint ownership). The shareholders’ vote may be by voice vote or by ballot; provided, however, that any election for directors must be by ballot if demanded by any shareholder before the voting has begun. On any matter other than elections of directors, any shareholder may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or vote them against the proposal, but, if the shareholder fails to specify the number of shares which the shareholder is voting affirmatively, it will be conclusively presumed that the shareholder’s approving vote is with respect to all shares that the shareholder is entitled to vote. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on any matter (other than the election of Directors) shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by the California General Corporation Law or by the Articles of Incorporation.

          At a shareholders’ meeting at which Directors are to be elected, no shareholder shall be entitled to cumulate votes (i.e., cast for any one or more candidates a number of votes greater than the number of the shareholder’s shares) unless the candidates’ names have been placed in nomination prior to commencement of the voting and a shareholder has given notice prior to commencement of the voting of the shareholder’s intention to cumulate votes. If any shareholder has given such a notice, then every shareholder entitled to vote may cumulate votes for candidates in nomination and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which that shareholder’s shares are entitled, or distribute the shareholder’s votes on the

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same principle among any or all of the candidates, as the shareholder thinks fit. The candidates receiving the highest number of votes, up to the number of directors to be elected, shall be elected.

          Section 9. WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS. The transactions of any meeting of shareholders, however called and noticed, and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each person entitled to vote, who was not present in person or by proxy, signs a written waiver of notice or a consent to holding of the meeting, or an approval of the minutes thereof. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any annual or special meeting of shareholders, except that if action is taken or proposed to be taken for approval of any of those matters specified in the second paragraph of Section 4 of this Article II, the waiver of notice or consent shall state the general nature of the proposal. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

          Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting if that objection is expressly made at the meeting.

          Section 10. SHAREHOLDERS ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any action which may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action were present and voted. In the case of election of Directors, such a consent shall be effective only if signed by the holders of all outstanding shares entitled to vote for the election of Directors; provided, however, that a Director may be elected at any time to fill a vacancy on the Board of Directors that has not been filled by the Directors, by written consent of the holders of a majority of the outstanding shares entitled to vote for the election of Directors. All such consents shall be filed with the Secretary of the corporation and shall be maintained in the corporate records. Any shareholder giving a written consent, or

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the shareholder’s proxy holders, or a transferee of the shares or a personal representative of the shareholder or their respective proxy holders, may revoke the consent by a writing received by the Secretary of the corporation before written consents of the number of shares required to authorize the proposed action have been filed with the Secretary.

          If the consents of all shareholders entitled to vote have not been solicited in writing, and if the unanimous written consent of all such shareholders shall not have been received, the Secretary shall give prompt notice of the corporate action approved by the shareholders without a meeting. This notice shall be given in the manner specified in Section 5 of this Article II. In the case of approval of (i) contracts or transactions in which a Director has a direct or indirect financial interest, pursuant to Section 310 of the California General Corporation Law, (ii) indemnification of agents of the corporation, pursuant to Section 317 of that Law, (iii) a reorganization of the corporation, pursuant to Section 1201 of that Law, and (iv) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of that Law, the notice shall be given at least ten (10) days before the consummation of any action authorized by that approval.

          Section 11. RECORD DATE FOR SHAREHOLDER NOTICE, VOTING, AND GIVING CONSENTS. For purposes of determining the shareholders entitled to notice of any meeting or to vote or entitled to give consent to corporate action without a meeting, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of any such meeting nor more than sixty (60) days before any such action without a meeting, and in this event only shareholders of record on the date so fixed are entitled to notice and to vote or to give consents, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date, except as otherwise provided in the California General Corporation Law.

          If the Board of Directors does not so fix a record date:

          (a) The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

          (b) The record date for determining shareholders entitled to give consent to corporate action in writing

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without a meeting, (i) when no prior action by the Board has been taken, shall be the day on which the first written consent is given, or (ii) when prior action of the Board has been taken, shall be at the close of business on the day on which the Board adopts the resolution relating to that action, or the sixtieth (60th) day before the date of such other action, whichever is later.

          Section 12. PROXIES. Every person entitled to vote shares has the right to do so either in person or by one or more agents authorized by a written proxy signed by the person and filed with the Secretary of the corporation. A proxy shall be deemed signed if the shareholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission, or otherwise) by the shareholder or the shareholder’s attorney-in-fact. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it, before the vote pursuant to that proxy, by a writing delivered to the corporation stating that the proxy is revoked, or by a subsequent proxy executed by, or attendance at the meeting and voting in person by, the person executing the proxy; or (ii) written notice of the death or incapacity of the maker of that proxy is received by the corporation before the vote pursuant to that proxy is counted; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy, unless otherwise provided in the proxy. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Sections 705(e) and 705(f) of the California General Corporation Law.

          Section 13. INSPECTORS OF ELECTION. Before any meeting of shareholders, the Board of Directors may appoint any persons other than nominees for office to act as inspectors of election at the meeting or any adjournment thereof. If no inspectors of election are so appointed, the Chairman of the meeting may, and on the request of any shareholder or a shareholder’s proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the Chairman of the meeting may, and upon the request of any shareholder or a shareholder’s proxy shall, appoint a person to fill that vacancy.

          The duties of the inspectors shall be as prescribed by Section 707(b) of the California General Corporation Law and

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shall include: determining the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the authenticity, validity, and effect of proxies; receiving votes, ballots, or consents; hearing and determining all challenges and questions in any way arising in connection with the right to vote; counting and tabulating all votes or consents; determining when the polls shall close; determining the result; and doing any other acts that may be proper to conduct the election or vote with fairness to all shareholders.

          If there are three (3) inspectors of election, the decision, act, or certificate of a majority is effective in all respects as the decision, act, or certificate of all.

ARTICLE III

DIRECTORS

          Section 1. POWERS. Subject to the provisions of the California General Corporation Law and any limitations in the Articles of Incorporation and these Bylaws relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors.

          Section 2. NUMBER AND QUALIFICATION OF DIRECTORS. The authorized number of directors shall be three (3) until changed by a duly adopted amendment to this Bylaw adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that an amendment reducing the number of Directors to a number less than five (5) cannot be adopted if the votes cast against its adoption at a meeting, or the shares not consenting in the case of action by written consent, are equal to more than sixteen and two-thirds percent (16-2/3%) of the outstanding shares entitled to vote.

          Section 3. ELECTION AND TERM OF OFFICE OF DIRECTORS. Directors shall be elected at each annual meeting of shareholders to hold office until the next annual meeting. Each Director, including a Director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.

          Section 4. VACANCIES. Vacancies in the Board of Directors may be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director,

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except that a vacancy created by the removal of a Director by the vote or written consent of the shareholders or by court order may be filled only by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of holders of a majority of the outstanding shares entitled to vote. Each Director so elected shall hold office until the next annual meeting of the shareholders and until a successor has been elected and qualified.

          A vacancy or vacancies in the Board of Directors shall be deemed to exist in the event of the death, resignation, or removal of any Director, or if the Board of Directors by resolution declares vacant the office of a Director who has been declared of unsound mind by an order of court or convicted of a felony, or if the authorized number of Directors is increased, or if the shareholders fail, at any meeting of shareholders at which any Director or Directors are elected, to elect the number of Directors to be voted for at that meeting.

          The shareholders may elect a Director or Directors at any time to fill any vacancy or vacancies not filled by the Directors, but any such election by written consent shall require the consent of a majority of the outstanding shares entitled to vote.

          Any Director may resign effective on giving written notice to the Chairman of the Board, the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for such resignation to become effective. If the resignation of a Director is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective.

          No reduction of the authorized number of Directors shall have the effect of removing any Director before that Director’s term of office expires.

          Section 5. PLACE OF MEETINGS. Regular or special meetings of the Board of Directors shall be held at any place within or without the State of California which has been designated from time to time by resolution of the Board. In the absence of such a designation, regular or special meetings shall be held at the principal executive office of the corporation.

          Section 6. MEETINGS BY TELEPHONE. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all Directors participating in the meeting can hear one another, and all such Directors shall be deemed to be present in person at the meeting.

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          Section 7. ANNUAL MEETINGS. Immediately following each annual meeting of shareholders, the Board of Directors shall hold an annual meeting for the purpose of organization, any desired election of officers, and the transaction of other business. Other regular meetings of the Board of Directors may be held at such time as shall from time to time be fixed by the Board of Directors. Call and notice of all regular meetings shall not be required.

          Section 8. SPECIAL MEETINGS. Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the Chairman of the Board or the President or any Vice President or the Secretary or any two Directors.

          Notice of the time and place of special meetings shall be delivered personally or by telephone, telegram, telex, or other similar means of communication to each Director or sent by first class mail, addressed to each director at the Director’s address as it is shown on the records of the corporation. In case the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. In case the notice is delivered personally, or by telephone, telegram, telex, or other similar means of communication, it shall be given at least forty-eight (48) hours before the time of the holding of the meeting. Notice by mail shall be deemed to have been given at the time written notice is deposited in the United States mail, postage prepaid. Any other written notice shall be deemed to have been given at the time it is personally delivered to the recipient or is delivered to a common carrier for transmission, or actually transmitted by the person giving notice by electronic means, to the recipient. Any oral notice given personally or by telephone may be communicated either to the Director or to a person at the office of the Director who the person giving the notice has reason to believe will promptly communicate it to the Director. The notice need not specify the purpose of the meeting nor the place if the meeting is to be held at the principal executive office of the corporation.

          Section 9. QUORUM. A majority of the authorized number of Directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 11 of this Article III. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, subject to the provisions of Section 310 of the California General Corporation Law (as to approval of contracts or transactions in which a Director has a direct or indirect material financial interest), Section 311 of that Law (as to appointment of committees), and Section 317(e) of that Law (as to

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indemnification of Directors). A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum of the meeting.

          Section 10. WAIVER OF NOTICE. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the Directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any Director who attends the meeting without protesting, before or at its commencement, the lack of notice to that Director.

          Section 11. ADJOURNMENT. A majority of the Directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

          Section 12. NOTICE OF ADJOURNMENT. Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than twenty-four (24) hours, in which case notice of the time and place shall be given before the time of the adjourned meeting, in the manner specified in Section 8 of this Article III, to the Directors who were not present at the time of adjournment.

          Section 13. ACTION WITHOUT MEETING. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.

          Section 14. FEES AND COMPENSATION OF DIRECTORS. Directors and members of committees may receive such compensation, if any, for their services, and such reimbursements of expenses, as may be fixed or determined by resolution of the Board of Directors. This Section 14 shall not be construed to preclude any Director from serving the corporation in any other capacity as an officer, agent, employee or otherwise, or from receiving compensation for those services.

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ARTICLE IV

COMMITTEES

          Section 1. COMMITTEES OF DIRECTORS. The Board of Directors may, by resolution adopted by a majority of the authorized number of Directors, designate one or more committees, each consisting of two (2) or more Directors, to serve at the pleasure of the Board. The Board may designate one (1) or more Directors as alternate members of the committee, who may replace any absent member at any meeting of the committee. Any committee, to the extent provided in the resolution of the Board, shall have all the authority to the Board, except with respect to:

          (a) The approval of any action which, under the California General Corporation Law, also requires shareholders’ approval or approval of the outstanding shares;

          (b) The filling of vacancies on the Board of Directors or in any committee;

          (c) The fixing of compensation of the directors for serving on the Board or on any committee;

          (d) The amendment or repeal of Bylaws or the adoption of new Bylaws;

          (e) The amendment or repeal of any resolution of the Board of Directors which by its express terms is not so amendable or repealable;

          (f) A distribution to the shareholders of the corporation, except at a rate or in a periodic amount or within a price range determined by the Board of Directors; or

          (g) The appointment of any other committees of the Board of Directors or the members of these committees.

          Section 2. MEETINGS AND ACTION OF COMMITTEES. Meetings and action of committees shall be governed by, and held and taken in accordance with, the provisions of Article II of these Bylaws, Sections 1 (place of meetings), 2 (regular meetings), 3 (special meetings), 4 (notice), 6 (quorum), 7 (notice of adjournment), 9 (waiver of notice), 10 (action without meeting) and 11 (adjournment), with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time of regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the

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committee; special meetings of committees may also be called by resolution of the Board of Directors; and notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board of Directors may adopt rules for the government of any committee which rules are not to be inconsistent with the provisions of these Bylaws.

ARTICLE V

OFFICERS

          Section 1. OFFICERS. The officers of the corporation shall be a President, a Secretary, and a Chief Financial Officer. The corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Financial Officers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article V. Any number of offices may be held by the same person.

          Section 2. ELECTION OF OFFICERS. The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article V, shall be chosen by the Board of Directors, and each shall serve at the pleasure of the Board, subject to the rights, if any, of an officer under any contract of employment.

          Section 3. SUBORDINATE OFFICERS. The Board of Directors may appoint, and may empower the President to appoint, such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the Bylaws or as the Board of Directors may from time to time determine.

          Section 4. REMOVAL AND RESIGNATION OF OFFICERS. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the Board of Directors, at any regular or special meeting of the Board, or, except in case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors.

          Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that

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notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

          Section 5. VACANCIES IN OFFICES. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to that office.

          Section 6. CHAIRMAN OF THE BOARD. The Chairman of the Board, if such an officer be elected, shall, if present, preside at meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors or prescribed by the Bylaws. If there is no President, the Chairman of the Board shall in addition be the Chief Executive Officer of the corporation and shall have the powers and duties prescribed in Section 7 of this Article V.

          Section 7. PRESIDENT. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the Chief Executive Officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business and the officers of the corporation. He shall preside at all meetings of the shareholders and, in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. He shall have the general powers and duties as from time to time may be prescribed by the Board of Directors or the Bylaws.

          Section 8. VICE PRESIDENTS. In the absence or disability of the President, the Vice Presidents, if any, in order of their rank as fixed by the Board of Directors, or, if not ranked, a Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the Bylaws and the President, or the Chairman of the Board.

          Section 9. SECRETARY. The Secretary shall keep, or cause to be kept, at the principal executive office or such other place as the Board of Directors may direct, a book of minutes of all meetings and actions of Directors, committees of Directors, and shareholders, with the time and place of holding, whether

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regular or special, and, if special, how authorized, the notice given, the names of those present at Directors’ meetings or committee meetings, the number of shares present or represented at shareholders’ meetings, and the proceedings.

          The Secretary shall keep, or cause to be kept, at the principal executive office or at the office of the corporation’s transfer agent or registrar, as determined by resolution of the Board of Directors, a share register, or a duplicate share register, showing the names of all shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.

          The Secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the Board of Directors required by the Bylaws or by law to be given, and he shall keep the seal of the corporation, if one be adopted, in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by the Bylaws.

          Section 10. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any Director.

          The Chief Financial Officer shall deposit all monies and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the Board of Directors. He shall disburse the funds of the corporation as may be ordered by the Board of Directors, shall render to the President and Directors, whenever they request it, an account of all of his transactions as Chief Financial Officer and of the financial condition of the corporation, and shall have other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws.

ARTICLE VI

INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES AND OTHER AGENTS

          Section 1. INDEMNIFICATION. This corporation shall have the power to indemnify and hold harmless each “agent” of the

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corporation, as the term “agent” is defined in Section 317(a) of the California General Corporation Law, from and against any expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any “proceeding” (as defined in said Section 317(a)) to the fullest extent permitted by applicable law. The corporation may advance to its agents expenses incurred in defending any proceeding prior to the final disposition thereof to the fullest extent and in the manner permitted by applicable law.

          Section 2. INSURANCE. The corporation shall have the power to purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such whether or not the corporation would have the power to indemnify the agent against such liability.

ARTICLE VII

RECORDS AND REPORTS

          Section 1. MAINTENANCE AND INSPECTION OF SHARE REGISTER. The corporation shall keep at its principal executive office, or at the office of its transfer agent or registrar, if either be appointed and as determined by resolution of the Board of Directors, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each shareholder.

          A shareholder or shareholders of the corporation holding at least five percent (5%) in the aggregate of the outstanding voting shares of the corporation may (i) inspect and copy the records of shareholders’ names and addresses and shareholdings during usual business hours on five (5) days prior written demand on the corporation, and (ii) obtain from the transfer agent of the corporation, on written demand and on the tender of such transfer agent’s usual charges for such list, a list of the shareholders’ names and addresses, who are entitled to vote for the election of Directors, and their shareholdings, as of the most recent record date for which that list has been compiled or as of a date specified by the shareholder after the date of demand. This list shall be made available to any such shareholder by the transfer agent on or before the later of five (5) days after the demand is received or the date specified in the demand as the date as of which the list is to be compiled. The record of shareholders shall also be open to inspection on the written demand of any shareholder or holder of a voting trust certificate, at any time during usual business hours, for a

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purpose reasonably related to the holder’s interests as a shareholder or as the holder of a voting trust certificate. Any inspection and copying under this Section 1 may be made in person or by an agent or attorney of the shareholder or holder of a voting trust certificate making the demand.

          Section 2. MAINTENANCE AND INSPECTION OF BYLAWS. The corporation shall keep at its principal executive office, or if its principal executive office is not in the State of California, at its principal business office in this state, the original or a copy of the Bylaws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours. If the principal executive office of the corporation is outside the State of California and the corporation has no principal business office in this state, the Secretary shall, upon the written request of any shareholder, furnish to that shareholder a copy of the Bylaws as amended to date.

          Section 3. MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS. The accounting books and records and minutes of proceedings of the shareholders and the Board of Directors and any committee or committees of the Board of Directors shall be kept at such place or places designated by the Board of Directors, or, in the absence of such designation, at the principal executive office of the corporation. The minutes shall be kept either in written form or in any other form capable of being converted into written form. The minutes and accounting books and records shall be open to inspection upon the written demand of any shareholder or holder of a voting trust certificate, at any reasonable time during usual business hours, for a purpose reasonably related to the holder’s interests as a shareholder or as the holder of a voting trust certificate. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts. These rights of inspection shall extend to the records of each subsidiary corporation of the corporation.

          Section 4. INSPECTION BY DIRECTORS. Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the corporation and each of its subsidiary corporations. This inspection by a Director may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents.

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          Section 5. ANNUAL REPORT TO SHAREHOLDERS. The annual report to shareholders referred to in Section 1501 of the California General Corporation Law is expressly dispensed with, but nothing herein shall be interpreted as prohibiting the Board of Directors from issuing annual or other periodic reports to the shareholders of the corporation as they consider appropriate.

          Section 6. FINANCIAL STATEMENTS. A copy of any annual financial statement and any income statement of the corporation for each quarterly period of each fiscal year, and any accompanying balance sheet of the corporation as of the end of each such period, that has been prepared by the corporation shall be kept on file in the principal executive office of the corporation for twelve (12) months and each such statement shall be exhibited at all reasonable times to any shareholder demanding an examination of any such statement, or a copy shall be mailed to any such shareholder.

          If a shareholder or shareholders holding at least five percent (5%) of the outstanding shares of any class of stock of the corporation makes a written request to the corporation for an income statement of the corporation for the three-month, six-month or nine-month period of the then current fiscal year ended more than thirty (30) days before the date of the request, and a balance sheet of the corporation as of the end of that period, the Chief Financial Officer shall cause that statement to be prepared, if not already prepared, and shall deliver personally or mail that statement or statements to the person making the request within thirty (30) days after the receipt of the request. If the corporation has not sent to the shareholders its annual report for the last fiscal year, this report shall likewise be delivered or mailed to the shareholder or shareholders within thirty (30) days after the request.

          The corporation shall also, on the written request of any shareholder, mail to the shareholder a copy of the last annual, semi-annual, or quarterly income statement which it has prepared, and a balance sheet as of the end of that period.

          The quarterly income statements and balance sheets referred to in this section shall be accompanied by the report, if any, of any independent accountants engaged by the corporation or the certificate of an authorized officer of the corporation that the financial statements were prepared without audit from the books and records of the corporation.

          Section 7. ANNUAL STATEMENT OF GENERAL INFORMATION. The corporation shall, during the applicable filing period, as defined in Section 1502(c) of the California General Corporation Law, file with the Secretary of State of the State of California,

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on the prescribed form, a statement setting forth the authorized number of Directors, the names and complete business or residence addresses of all incumbent Directors, the names and complete business or residence addresses of the Chief Executive Officer, Secretary, and Chief Financial Officer, the street address of its principal executive office or principal business office in this state, and the general type of business constituting the principal business activity of the corporation, together with a designation of the agent of the corporation for the purpose of service of process, all in compliance with Section 1502 of the California General Corporation Law.

ARTICLE VIII

GENERAL CORPORATE MATTERS

          Section 1. RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING. For purposes of determining the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action (other than action by shareholders by written consent without a meeting), the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days before any such action, and in that case only shareholders of record on the date so fixed are entitled to receive the dividend, distribution, or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date so fixed, except as otherwise provided in the California General Corporation Law.

          If the Board of Directors does not so fix a record date, the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the Board adopts the applicable resolution or the sixtieth (60th) day before the date of that action, whichever is later.

          Section 2. CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS. All checks, drafts, or other orders for payment of money, notes, or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board of Directors.

          Section 3. CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED. The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in

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the name of and on behalf of the corporation, and this authority may be general or confined to specific instances; and, unless so authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

          Section 4. CERTIFICATES FOR SHARES. A certificate or certificates for shares of the capital stock of the corporation shall be issued to each shareholder when any of these shares are fully paid, and the Board of Directors may authorize the issuance of certificates or shares as partly paid, provided that these certificates shall state the amount of the consideration to be paid for them and the amount paid. All certificates shall be signed in the name of the corporation by the Chairman of the Board or Vice Chairman of the Board or the President or Vice President and by the Chief Financial Officer or an Assistant Treasurer or the Secretary or any Assistant Secretary, certifying the number of shares and the class or series of shares owned by the shareholder. Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be that officer, transfer agent or registrar before that certificate is issued, it may be issued by the corporation with the same effect as if that person were an officer, transfer agent, or registrar at the date of issue.

          Section 5. LOST CERTIFICATES. Except as provided in this Section 5, no new certificates for shares shall be issued to replace an old certificate unless the latter is surrendered to the corporation and cancelled at the same time. The Board of Directors may, in case any share certificate or certificate for any other security is lost, stolen or destroyed, authorize the issuance of a replacement certificate on such terms and conditions as the Board may require, including provision for indemnification of the corporation secured by a bond or other adequate security sufficient to protect the corporation against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft, or destruction of the certificate or the issuance of the replacement certificate.

          Section 6. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The Chairman of the Board, the President, or any Vice President, or any other person authorized by resolution of the Board of Directors or by any of the foregoing designated officers, is authorized to vote on behalf of the corporation any and all shares of any other corporation or corporations, foreign or domestic, standing in the name of the corporation. The

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authority granted to these officers to vote or represent on behalf of the corporation any and all shares held by the corporation in any other corporation or corporations may be exercised by any of these officers in person or by any person authorized to do so by a proxy duly executed by these officers.

          Section 7. CONSTRUCTION AND DEFINITIONS. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California General Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.

ARTICLE IX

AMENDMENTS

          Section 1. AMENDMENT BY SHAREHOLDERS. New Bylaws may be adopted or these Bylaws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that if the Articles of Incorporation of the corporation set forth the number of authorized Directors of the corporation, the authorized number of Directors may be changed only by an amendment of the Articles of Incorporation.

          Section 2. AMENDMENT BY DIRECTORS. Subject to the rights of the shareholders as provided in Section 1 of this Article IX, Bylaws, other than a Bylaw or an amendment of a Bylaw changing the authorized number of directors, may be adopted, amended, or repealed by the Board of Directors.

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CERTIFICATE OF SECRETARY

          I HEREBY CERTIFY that I am a duly elected, qualified and acting Secretary of Groux Distribution, Inc., and that the above and foregoing Bylaws were adopted as the Bylaws of said corporation on the 22nd day of January, 1990, by the Incorporator of this corporation and were ratified by the directors of the corporation by unanimous written consent dated January 22, 1990.

          IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of January, 1990.

/s/ William G. Groux                              
William G. Groux

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EX-3.121

Exhibit 3.121

VOL 126 PAGE 318

CERTIFICATION OF INCORPORATION

OF

ROYAL CROWN COLA CO.

*****

          1. The name of the corporation is ROYAL CROWN COLA CO.

          2. The address of its registered office in the State of Delaware is No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

          3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of Delaware.

          4. The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1,000) and the par value of each of such shares is One Dollar ($1.00) amounting in the aggregate to One Thousand Dollars ($1,000).

          5A. The name and mailing address of each incorporator is as follows:

NAME	MAILING ADDRESS
F. J. Obara, Jr.	100 West Tenth Street Wilmington, Delaware 19801
M. A. Ferrucci	100 West Tenth Street Wilmington , Delaware 19801
R. F. Andrews	100 West Tenth Street Wilmington, Delaware 19801

          5B. The name and mailing address of each person, who is to serve as a director until the first annual meeting of the stockholders or until a successor is elected and qualified, is as follows:

(VOL G126 PAGE 319

NAME	MAILING ADDRESS
Donald A. McMahon	41 Perimeter Center East, N.E. Atlanta, Georgia 30346
Nolan Murrah, Jr.	41 Perimeter Center East, N.E. Atlanta, Georgia 30346
W. T. Young	P.O. Box 1110 Lexington, Kentucky 40501

          6. The corporation is to have perpetual existence.

          7A. Without limiting the generality of the foregoing and in furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized, without the consent of stockholders of any class, by resolution passed by a majority of the whole Board, to make, alter or repeal the by-laws of the Corporation, but any by-laws made by the Board of Directors may be altered, amended or repealed by the stockholders or by like resolution of the Board of Directors.

          B. The Board of Directors shall have power to authorize and to cause to be executed mortgages, pledges, charges and liens upon all or any part of the real and personal property, rights, interest and franchises of the Corporation, including after-acquired property.

          C. Directors shall be entitled to reasonable directors’ fees and to reasonable compensation for services to the Corporation in other capacities.

          D. Any officer or other employee elected or appointed by the Board of Directors may be removed (except from the office of Director) at any time by vote of a majority of the whole Board of Directors. Any other officers or employees of the Corporation may be removed by a vote of the Board of Directors or by any Committee or superior officer upon whom such power of removal may be conferred.

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(VOL G126 PAGE 320

          8. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide.

          Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation.

          9. The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or here-after prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

          10. This certificate of incorporation shall be effective on March 7, 1978.

          WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereunto set our hands this 28^th day of February, 1978.

F. J. Obara, Jr.  

F. J. Obara, Jr. 

M. A. Ferrucci  

M. A. Ferrucci 

R. F. Andrews  

R. F. Andrews 

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EX-3.122

Exhibit 3.122

PAGE 1

State of Delaware

Office of the Secretary of State

     I, WILLIAM T. QUILLEN, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “ROYAL CROWN COLA CO.”, CHANGING ITS NAME FROM “ROYAL CROWN COLA CO.” TO “ROYAL CROWN COMPANY, INC.”, FILED IN THIS OFFICE ON THE SECOND DAY OF FEBRUARY, A.D. 1994, AT 4:30 O’CLOCK P.M.

     A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE KENT COUNTY RECORDER OF DEEDS FOR RECORDING.

		/s/ William T. Quillen
		William T. Quillen, Secretary of State
0850425     8100		AUTHENTICATION:	7019275
944013032		DATE:	02-03-94

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

ROYAL CROWN COLA CO.

     Royal Crown Cola Co., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify:

     That this Certificate of Incorporation of the Corporation is amended by amending Article 1 to read in its entirety as follows:

          1. Name. The name of the corporation is Royal Crown Company, Inc. (hereinafter called the “Corporation”).

     That this amendment was duly adopted in accordance with the provisions of section 242 of the General Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF said Royal Crown Cola Co. has caused this certificate to be signed by Joseph A. Levato, its Executive Vice President and Chief Financial Officer and attested by Curtis S. Gimson, its Secretary this 28th day of January 1994.

ROYAL CROWN COLA CO.
By:	/s/ Joseph A. Levato
	Joseph A. Levato
	Executive Vice President and Chief Financial Officer

ATTEST:

/s/ Curtis S. Gimson Curtis S. Gimson

Secretary

EX-3.123

Exhibit 3.123

AGREEMENT AND PLAN OF MERGER
OF RC LEASING, INC.
WITH AND INTO
ROYAL CROWN COMPANY, INC.

     AGREEMENT AND PLAN OF MERGER, dated this 26th, day of September, 2002, pursuant to Section 252 of the General Corporation Law of the State of Delaware, between Royal Crown Company, Inc. a Delaware corporation and RC Leasing, Inc., a Delaware corporation.

     WITNESSETH that:

     WHEREAS, all of the constituent corporations desire to merge into a single corporation; and

     NOW, THEREFORE, the corporations, parties to this Agreement, in consideration of the mutual covenants, agreements and provisions hereinafter contained, do hereby prescribe the terms and conditions of said merger and mode of carrying the same into effect as follows:

     FIRST: Royal Crown Company, Inc., the surviving corporation, hereby merges into itself RC Leasing, Inc., the merged corporation and RC Leasing, Inc. said merged corporation, shall be and hereby is merged into Royal Crown Company, Inc., which shall be the surviving corporation.

     SECOND: The Certificate of Incorporation of Royal Crown Company, Inc., the surviving corporation, as heretofore amended and is in effect on the date of the merger provided for in this Agreement, shall continue in full force and effect as the Certificate of Incorporation of the corporation surviving this merger.

     THIRD: The manner of converting the outstanding shares of the capital stock of each of the constituent corporations into shares or other securities of the surviving corporation shall be as follows:

     (a) Each share of common stock of the surviving corporation, which shall be issued and outstanding on the effective date of this Agreement, shall remain issued and outstanding.

     (b) Royal Crown Company, Inc., is the sole shareholder of all the outstanding shares of common stock of the merged corporation, which shall be outstanding on the effective date of this Agreement.

     FOURTH: The terms and conditions of the merger are as follows:

     (a) The by-laws of the surviving corporation as they shall exist on the effective date of this Agreement shall be and remain the by-laws of the surviving

corporation until the same shall be altered, amended and repealed as therein provided.

     (b) The directors and officers of the surviving corporation shall continue in office until the next annual meeting of stockholders and until their successors shall have been elected and qualified.

     (c) This merger shall become effective upon filing with the Secretary of State of Delaware.

     (d) Upon the merger becoming effective, all the property, rights, privileges, franchises, patents, trademarks, licenses, registrations and other assets of every kind and description of the merged corporation shall be transferred to, vested in and devolve upon the surviving corporation without further act or deed and all property, rights, and every other interest of the surviving corporation and the merged corporation shall be as effectively the property of the surviving corporation as they were of the surviving corporation and the merged corporation respectively. The merged corporation hereby agrees from time to time, as and when requested by the surviving corporation or by its successors or assigns, to execute and deliver or cause to be executed and delivered all such deeds and instruments and to take or cause to be taken such further or other action as the surviving corporation may deem to be necessary or desirable in order to vest in and confirm to the surviving corporation title to and possession of any property of the merged corporation acquired or to be acquired by reason of or as a result of the merger herein provided for and otherwise to carry out the intent and purposes hereof and the proper officers and directors of the merged corporation and the proper officers and directors of the surviving corporation are fully authorized in the name of the merged corporation or otherwise to take any and all such action.

     FIFTH: Anything herein or elsewhere to the contrary notwithstanding, this Agreement may be terminated and abandoned by the Board of Directors of any constituent corporation at any time prior to the time that this Agreement filed with the Secretary of State becomes effective.

     IN WITNESS WHEREOF, the parties to this Agreement, pursuant to the approval and authority duly given by resolutions adopted by their respective Boards of Directors have caused these presents to be executed by the Senior Vice President of each party hereto as the respective act, deed and agreement of said corporations on this 31 day of October, 2002.

ROYAL CROWN COMPANY, INC.

By:	/s/ Bruce N. Futterer Bruce N. Futterer, Senior Vice President & Secretary
RC LEASING, INC.
By:	/s/ James L. Baldwin James L. Baldwin, Assistant Secretary

SECRETARY’S CERTIFICATE

     I, Bruce N. Futterer, Secretary of Royal Crown Company, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certify, as such Secretary, that the Agreement of Merger to which this Certificate is attached, after having been first duly signed on behalf of the said corporation and having been signed on behalf of RC Leasing, Inc., a corporation of the State of Delaware, was duly adopted pursuant to section 228 of the General Corporation Law of the State of Delaware by the unanimous written consent of the stockholders holding all of the outstanding shares of the capital stock of the corporation, which Agreement of Merger was thereby adopted as the act of the stockholders of said Royal Crown Company, Inc. and the duly adopted agreement and act of the said corporation.

     WITNESS, my hand on this 31 day of October 2002.

/s/ Bruce N. Futterer Bruce N. Futterer, Secretary

EX-3.124

Exhibit 3.124

ROYAL CROWN COMPANY, INC.
formerly
ROYAL CROWN COLA CO.

BY-LAWS

ARTICLE I
Offices

          SECTION 1. Registered Office in Delaware. The registered office of the Corporation (as defined in Article IX below) in the State of Delaware shall be located at 1209 Orange Street in the City of Wilmington, County of New Castle, and the name of the resident agent in charge thereof shall be The Corporation Trust Company.

          SECTION 2. Principal Executive Office. The principal executive office of the Corporation shall be located at 1000 Corporate Drive, 5th Floor, Ft. Lauderdale, FL 33334, or such other location as the Board of Directors shall determine.

          SECTION 3. Other Offices. In addition to the registered office in the State of Delaware and the principal executive office, the Corporation may have offices at such other places within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

Meeting of Stockholders

          SECTION 1. Annual Meetings. The annual meeting of stockholders of the Corporation for the election of directors and the transaction of such other business as may be brought before the meeting in accordance with the Certificate of Incorporation (as defined in Article IX below) and these By-Laws shall be held on the date and at the time fixed from time to time by the Board of

Directors within thirteen (13) months after the date of the preceding annual meeting. The annual meeting of stockholders of the Corporation shall not be called or held otherwise than as provided in the Certificate of Incorporation or in these By-Laws.

          SECTION 2. Special Meeting. Special meetings of stockholders of the Corporation may be called only at the direction of the President or the Board of Directors.

          SECTION 3. Place of Meeting. Annual and special meetings of stockholders of the Corporation shall be held at the registered office of the Corporation in the City of Wilmington, County of New Castle, State of Delaware, unless some other place within or without the State of Delaware shall have been fixed by a resolution adopted by the Board and designated in the notice of meeting.

          SECTION 4. Notice of Meetings. Notice of every meeting of stockholders of the Corporation, annual or special, stating the time, place and, in general terms, the purpose or purposes thereof, shall be given by the President or the Secretary of the Corporation to each stockholder of record entitled to vote at the meeting. Notice of the time, place and purposes of any annual or special meeting of stockholders may be dispensed with if every stockholder entitled to notice of and to vote at such meeting shall attend, either in person or by proxy, or if every absent stockholder entitled to such notice and vote shall, in a writing or writings filed with the records of the meeting either before or after the holding thereof, waives such notice.

          SECTION 5. Means of Giving Notice. A notice of any annual or special meeting of stockholders of the Corporation may be given either personally or by mail or other means of written communication, charges prepaid, addressed to the stockholder at such stockholder’s address appearing on the books of the Corporation or given by such stockholder to the Corporation for the purpose of

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notice. If a stockholder gives no address to the Corporation for the purpose of notice, notice is duly given to such stockholder if sent by mail or other means of written communication addressed to the place where the registered office of the Corporation is situated, or if published, at least once in a newspaper of general circulation in the county in which such office is located.

          SECTION 6. Time of Notice. Any required notice of any meeting of stockholders of the Corporation shall be sent to each stockholder entitled thereto not less than ten (10) nor more than sixty (60) days prior to the date of the meeting.

          SECTION 7. Record Date. The record date for determining stockholders entitled to notice of and to vote at any meeting of stockholders of the Corporation shall be that date, not less than ten (10) nor more than sixty (60) days preceding the date of the meeting, fixed for such purpose by the affirmative vote of a majority of the Board of Directors, or, if no such date is fixed for such purpose by the Board of Directors, the date next preceding the day on which notice of the meeting is given, or, if notice of the meeting is waived, the day next preceding the day on which the meeting is held.

          SECTIONS 8. List of Stockholders. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders of the Corporation, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not specified, at the place where the meeting is to be

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held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder.

          SECTION 9. Quorum. At any meeting of stockholders of the Corporation the presence in person or by proxy of the holders of a majority in voting power of the outstanding stock of the Corporation entitled to vote shall constitute a quorum for the transaction of business brought before the meeting in accordance with the Certificate of Incorporation and these By-Laws and, a quorum being present, the affirmative vote of the holders of a majority in voting power present in person or represented by proxy and entitled to vote shall be required to effect action by stock- holders; provided, however, that the affirmative vote of a plurality in voting power present in person or represented by proxy and entitled to vote shall be required to effect elections of directors. The stockholders present at any duly organized meeting of stockholders may continue to do business until adjournment, notwithstanding the withdrawal of enough stock- holders to have less than a quorum.

          SECTION 10. Adjournment. Any meeting of stockholders of the Corporation may be adjourned from time to time, without notice other than by announcement at the meeting by the chairman of the meeting at which such adjournment is taken, and at any such adjourned meeting at which a quorum shall be present any action may be taken that could have been taken at the meeting originally called; provided, however, that if the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting.

          SECTION 11. Organization. At every meeting of stockholders of the Corporation, the President or, in the absence of such officer, such individual as shall have been designated by the President or, if such officer has not done so, by a resolution adopted by the

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affirmative vote of a majority of the Board of Directors, shall act as chairman of the meeting. The Secretary of the Corporation or, in the absence of such officer, an Assistant Secretary in attendance or, in the absence of the Secretary and an Assistant Secretary, an individual appointed by the chairman of the meeting shall act as secretary of the meeting and keep a record of the proceedings of the meeting.

          SECTION 12. Agenda and Rules of Order. The chairman of the meeting shall have sole authority to prescribe the agenda and rules of order for the conduct of any meeting of stockholders of the Corporation and to determine all questions arising thereat relating to the order of business and the conduct of the meeting, except as otherwise required by law.

          SECTION 13. Conduct of Business at Meetings. Except as otherwise provided by law, at any annual or special meeting of stockholders of the Corporation only such business shall be conducted as shall have been properly brought before the meeting. In order to be properly brought before the meeting, such business must have either been:

     (A) specified in the written notice of the meeting (or any supplement thereto) given to stockholders of record on the record date for such meeting by or at the direction of the Board of Directors; or

     (B) brought before the meeting at the direction of the President or the Board of Directors.

          SECTION 14. Stockholder Action by Consent. Any action required or permitted to be taken by the holders of the issued and outstanding stock of the Corporation may be effected at an annual or special meeting of stockholders or by the consent in writing of such stockholders or any of them, which writing shall be filed with the minutes of proceedings of the stockholders.

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ARTICLE III

Board of Directors

          SECTION 1. Board of Directors. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

          SECTION 2. Qualification of Director. Each director shall be at least eighteen (18) years of age. Directors need not be stockholders of the Corporation.

          SECTION 3. Number of Directors. The Board of Directors shall consist of not fewer than two (2) nor more than fifteen (15) individuals, the exact number to be fixed from time to time by the Board of Directors pursuant to a resolution adopted by a majority of directors then in office.

          SECTION 4. Election and Term of Office. The members of the Board of Directors shall be elected by the stockholders at the annual meeting of stockholders and each director shall hold office until the annual meeting of stockholders next succeeding his or her election and until his or her successor is elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal.

          SECTION 5. Vacancies. Any vacancy in the Board of Directors caused by death, resignation, retirement, disqualification or removal or any other cause (including an increase in the number of directors) may be filled solely by resolution adopted by the affirmative vote of a majority of the directors then in office, whether or not such majority constitutes less than a quorum, or by a sole remaining director. Any new director elected to fill a vacancy on the Board of Directors will serve for the remainder of the full term of the director for which the vacancy occurred. No decrease in the size of the Board of Directors shall have the effect of shortening the term of any incumbent director.

          SECTION 6. Resignation of Directors. Any director may resign at any time.

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Such resignation shall be made in writing and shall take effect at the time specified therein, and if no time be specified, shall take effect at the time of its receipt by the President or the Secretary of the Corporation. The acceptance of a resignation shall not be necessary to make it effective, but no resignation shall discharge any accrued obligation or duty of a director.

          SECTION 7. Removal of Directors. A duly elected director of the Corporation may be removed from such position, with or without cause, only by the affirmative vote of the holders of two-thirds (2/3) of the voting power of the outstanding capital stock of the Corporation entitled to vote in the election of directors, voting as a single class..

          SECTION 8. Quorum of Directors. Except as otherwise required by law or by the Certificate of Incorporation or by these By-Laws, (i) a majority of the directors in office at the time of a duly assembled meeting shall constitute a quorum and be sufficient for the transaction of business, and (ii) any act of a majority of the directors present at a meeting at which there is a quorum shall be the act of the Board of Directors.

          SECTION 9. Place of Meeting. Subject to the provisions of Section 10 of this Article III, the Board of Directors may hold any meeting at such place or places within or without the State of Delaware as it may determine.

          SECTION 10. Organization Meeting. After each annual meeting of stockholders of the Corporation, the Board of Directors shall meet immediately at the place where such meeting of stockholders was held for the purpose of organization, election of Executive Officers (as defined in Section 1 of Article V), and the transaction of other business.

          SECTION 11. Regular Meetings. Regular meetings of the Board of Directors may be held at such times and at such places within or without the State of Delaware as the Board of

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Directors shall from time to time determine.

          SECTION 12. Special Meetings. Special meetings of the Board of Directors may be called by the President or any director, and any such meeting shall be held at such time and at such place within or without the State of Delaware as shall be specified in the notice of meeting.

          SECTION 13. Notice of Meetings. Subject to the provisions of Section 10 of this Article III, notice of the place, day and hour of every meeting of the Board of Directors shall be given to each director by mailing such notice at least two (2) days before the meeting to his or her last known address or by personally delivering, telegraphing or telephoning such notice to him or her at least twenty-four (24) hours before the meeting.

          SECTION 14. Organization. A majority of the directors present may elect as chairman of the meeting any director present. The Secretary of the Corporation or, in the absence of such officer, an Assistant Secretary in attendance or, in the absence of the Secretary and an Assistant Secretary, an individual appointed by the chairman of the meeting shall act as a secretary of the meeting and keep a record of the proceedings of the meeting.

          SECTION 15. Order of Business. Unless otherwise determined by the Board of Directors the order of business and rules of order at any meeting of the Board of Directors shall be determined by the chairman of the meeting.

          SECTION 16. Adjournment. Any meeting of the Board of Directors may be adjourned from time to time by a majority of the directors present, whether or not they shall constitute a quorum, and no notice shall be required of any adjourned meeting beyond the announcement of such adjournment at the meeting.

          SECTION 17. Action by Board of Directors Without a Meeting. Unless otherwise

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restricted by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all the members of the Board or the committee, as the case may be, consent thereto in writing and the writings are filed with the minutes of the proceedings of the Board of Directors or committee, as the case may be.

          SECTION 18. Action by Conference Telephone. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, members of the Board of Directors or of any committee thereof may participate in a meeting of the Board of Directors or of such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting in such manner shall constitute presence in person at such a meeting.

          SECTION 19. Compensation. Each director, in consideration of his or her serving as such, shall be entitled to receive from the Corporation such compensation as the Board of Directors shall from time to time determine, together with reimbursement for reasonable expenses incurred by him or her in attending meetings of the Board of Directors. Each director who shall serve as a member of any committee of the Board of Directors, in consideration of his or her serving as such, shall be entitled to such additional compensation as the Board of Directors shall from time to time determine, together with reimbursement for reasonable expenses incurred by him or her in attending meetings of such committee. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

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ARTICLE IV

Committees of Directors

          SECTION 1. Committees. By resolution adopted by the affirmative vote of a majority of the Board of Directors, the Board of Directors may appoint one or more committees, which may include as members directors only or directors and non-directors, as the Board of Directors may from time to time consider desirable, and such committees shall have such powers and duties as the Board of Directors shall determine and as shall be specified in the resolution of appointment; provided, however, that the powers and duties of any such committee whose members shall include non-directors shall be limited to making recommendations to the Board of Directors.

          SECTION 2. Committee Vacancies. Any member of a committee appointed pursuant to this Article IV shall serve at the pleasure of the Board of Directors, which Board shall have the power at any time by the affirmative vote of a majority of the Board of Directors to remove any member, with or without cause, and to fill vacancies in the membership of a committee. No committee appointed pursuant to this Article IV shall have the power to fill any vacancy in the membership of such committee. Any committee appointed pursuant to Section 1 of this Article IV shall exist at the pleasure of the Board of Directors, which Board shall have the power at any time by the affirmative vote of a majority of the Board of Directors to change the powers and duties of any such committee or to dissolve it.

          SECTION 3. Committee Meetings. Regular meetings of a committee appointed pursuant to this Article IV shall be held at such times and at such places within or without the State of Delaware as the Board of Directors or the committee shall from time to time determine, and no notice of such regular meetings shall be required. Special meetings of any committee may be called by the chairman of such committee or by the Chairman and Chief Executive Officer or by the President and Chief Operating Officer, and shall be called by the Secretary of the Corporation on the written request

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of any member of such committee. Notice of a special meeting of any committee shall be given to each member thereof by mailing such notice at least forty-eight (48) hours, or by personally delivering, telegraphing or telephoning the same at least eighteen (18) hours, before the meeting. It shall not be requisite for the validity of any meeting of any committee that notice thereof shall have been given to any committee member who is present at the meeting or, if absent, waives notice thereof in writing filed with the records of the meeting either before or after the holding thereof. The majority of the members of a committee shall constitute a quorum for the transaction of committee business, and the act of a majority of the members present at any meeting at which there is a quorum shall be the act of the committee. A committee shall keep regular minutes of its meetings and all action taken or resolutions adopted shall be reported to the Board of Directors at the meeting of the Board next following such action.

ARTICLE V

Officers

          SECTION 1. Executive Officers. At the organization meeting of the Board of Directors following the annual meeting of stockholders, the Board of Directors shall elect as executive officers of the Corporation a President, a Secretary and a Treasurer, and may elect as executive officers of the Corporation one or more Chairmen, Chairmen Emeritus, Vice Chairmen, Executive Vice Presidents, Senior Vice Presidents and Vice Presidents. All such executive officers elected by the Board of Directors are referred to in these By-Laws as “Executive Officers.” The Board of Directors may from time to time appoint such other officers and agents of the Corporation as the interests of the Corporation may require and may fix their duties and terms of office. To the extent permitted by law,

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any number of offices may be held by the same person.

          SECTION 2. Other Officers. In addition to the Executive Officers elected by the Board of Directors pursuant to Section 1 of this Article V, the President may from time to time appoint such other officers of the Corporation, including Vice Presidents, Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers and Controllers, as the interests of the Corporation may require (the “Other Officers”); provided, however, that no Other Officer may be appointed to the office of Chairman, Chairman Emeritus, Vice Chairman, President, Executive Vice President, Senior Vice President, Secretary or Treasurer. Each appointment of an Other Officer shall be in writing and shall set forth the duties of the Other Officer being appointed and, subject to Section 3 of this Article V, such officer’s term of office.

          SECTION 3. Term of Office. Each Executive Officer shall hold office until the organization meeting of the Board of Directors following the annual meeting of stockholders next succeeding such officer’s election and until such officer’s successor is elected and qualified, or until such officer’s earlier death, resignation, retirement or removal. Each Other Officer shall hold office for a term to be decided by the appointing President; provided, however, that no such term shall be for a period longer than the term of office of the appointing President.

          SECTION 4. Removal of Officers. Any Executive Officer or Other Officer may be removed from office with or without cause at any time by the affirmative vote of a majority of the Board of Directors. Any Other Officer may be removed from office at any time with or without cause by the President.

          SECTION 5. Vacancies. A vacancy in any Executive Office or Other Office arising from any cause may be filled for the unexpired portion of the term by the Board of Directors. A

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vacancy in any Other Office arising from any cause may be filled for the unexpired portion of the term by the President.

          SECTION 6. Compensation of Officers. The salaries or compensation, if any, of the President shall be fixed by the Board of Directors. The salaries or compensation of the other Executive Officers, and of the Other Officers and division officers, if there be any, may be fixed from time to time by the Board of Directors or the President.

          SECTION 7. Chairman, Chairman Emeritus and Vice Chairman. The Chairman, Chairman Emeritus and Vice Chairman, if there by any, shall have such powers and perform such duties as may from time to time be assigned to them by the Board of Directors.

          SECTIONS 8. President. The President shall be the chief executive officer and chief operating officer of the Corporation and, subject to the control of the Board of Directors, shall have general charge and control of the business, operations and affairs of the Corporation, with power and authority, when acting in the ordinary course of business of the Corporation, in the name and on behalf of the Corporation and under its seal attested by the Secretary or an Assistant Secretary of the Corporation, or otherwise, to, (i) execute and deliver agreements, contracts, certificates and other instruments, (ii) purchase and accept delivery of stocks, bonds, evidences of interest and indebtedness, rights and options to acquire the same, and all other securities, whether negotiable or non-negotiable, (iii) sell, assign, transfer and deliver all stocks, bonds, evidences of interest and indebtedness, rights and options to acquire the same, and all other securities, corporate or otherwise, now or hereafter standing in the name of or owned beneficially by the Corporation and (iv) open and maintain accounts with banking institutions, including investment banks and brokerage firms. Such officer shall perform all other duties and enjoy all other powers which are commonly incident to the office of President or

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which are delegated to such officer by the Board of Directors shall preside at meetings of stockholders of the Corporation.

          SECTION 9. Executive Vice Presidents, Senior Vice Presidents and Vice Presidents Elected by the Board. The Executive Vice Presidents, the Senior Vice Presidents and the Vice Presidents elected by the Board of Directors pursuant to Section 1 of this Article V, if there be any, shall have such powers and perform such duties as may from time to time be assigned to them by the Board of Directors or the President.

          SECTION 10. Secretary. The Secretary shall record the proceedings of all meetings of stockholders of the Corporation and of the Board of Directors which such officer attends in a book or books to be kept for that purpose. Such officer shall attend to the giving and serving of all notices on behalf of the Corporation, shall have custody of the records and the seal of the Corporation and shall affix the seal to any instrument which requires the seal of the Corporation. Such officer shall, in general, perform all the duties and functions incident to the office of Secretary and shall also perform such other duties as may from time to time be assigned to such officer by the Board of Directors or the President.

          SECTION 11. Treasurer. The Treasurer shall have custody and control of all funds and securities of the Corporation, except as otherwise provided by the Board of Directors. Such officer shall keep mil and accurate accounts of all receipts and disbursements of the Corporation in books to be kept for that purpose, shall deposit all money and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors, and shall render to the President or the Board of Directors, whenever any of them may require it, an account of all such officer’s transactions as Treasurer and an account of the financial condition of the

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Corporation. Such officer shall also perform such other duties as may from time to time be assigned to such officer by the Board of Directors or the President.

          SECTION 12. Powers and Duties of Other Officers. The Other Officers shall have such powers and perform such duties as may from time to time be assigned to them by the Board of Directors or the President.

ARTICLE VI

Capital Stock

          SECTION 1. Certificates. Each stockholder of the Corporation shall be entitled to a certificate or certificates signed by or in the name of the Corporation by the Chairman and Chief Executive Officer, the President and Chief Operating Officer, an Executive Vice President or a Senior Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, certifying the number of shares of stock of the Corporation owned by such stockholder. Any or all of the signatures on the certificates may be a facsimile.

          In case any officer, Transfer Agent or Registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, Transfer Agent or Registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he, she or it was such officer, Transfer Agent or Registrar at the date of issue.

          All certificates of each class or series shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued. Every certificate shall certify the name of the Person owning the shares represented thereby, with the number of shares and the date of issue. The names and addresses of all Persons owning shares of the Corporation, with the number of shares

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owned by each and the date or dates of issue of the shares held by each, shall be entered in the books of the Corporation kept for that purpose by the proper officers, agents or employees of the Corporation.

          The Corporation shall be entitled to treat the holder of record of any share or shares of stock of the Corporation as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other Persons, whether or not it has actual or other notice thereof, except as provided by law.

          SECTION 2. Cancellation of Certificates. All certificates surrendered to the Corporation shall be cancelled and, except in the case of lost, stolen or destroyed certificates, no new certificates shall be issued until the former certificate or certificates for the same number of shares of the same class of stock have been surrendered and cancelled.

          SECTION 3. Lost, Stolen or Destroyed Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of the fact by the Person claiming the certificate or certificates to be lost, stolen or destroyed. In its discretion and as a condition precedent to the issuance of any such new certificate or certificates, the Board of Directors may require that the owner of such lost, stolen or destroyed certificate or certificates, or such Person’s legal representative, advertise the same in such manner as the Board shall require and/or give the Corporation and its Transfer Agent or Agents, Registrar or Registrars a bond in such form and amount as the Board of Directors may direct as indemnity against any claim that may be made against the Corporation and its Transfer Agent or Agents, Registrar or Registrars, and that the owner requesting such new certificate or certificates obtain a final order or decree of a court of competent jurisdiction as such owner’s right to receive such new certificate or certificates.

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          SECTION 4. Transfer of Shares. Shares of stock shall be transferable on the books of the Corporation by the holder thereof, in person or by duly authorized attorney, upon the surrender of the certificate or certificates representing the shares to be transferred, properly endorsed, with such proof or guarantee of the authenticity of the signature as the Corporation or its agents may reasonably require.

          SECTION 5. Transfer Agents and Registrars. The Corporation may have one or more Transfer Agents and one or more Registrars of its stocks, whose respective duties the Board of Directors may define from time to time. No certificate of stock shall be valid until countersigned by a Transfer Agent, if the Corporation shall have a Transfer Agent, or until registered by the Registrar, if the Corporation shall have a Registrar. The duties of Transfer Agent and Registrar may be combined.

          SECTIONS 6. Closing of Transfer Books and Fixing of Record Date. The Board of Directors shall have power to close the stock transfer books of the Corporation for a period not exceeding sixty (60) days preceding the date of any meeting of stockholders, or the date for payment of any dividend, or the date for the allotments of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or for a period not exceeding sixty (60) days in connection with obtaining the consent of stockholders for any purpose, provided, however, that in lieu of closing the stock transfer books as aforesaid, the Board of Directors may fix in advance a date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of any meeting of stockholders nor more than sixty (60) days before the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting and any

17

adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent, and in such case such stockholders, and only such stockholders as shall be stockholders of record on the date so fixed, shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend, or to such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid.

ARTICLE VII

Contracts, Checks, Drafts, Proxies

          SECTION 1. Execution of Contracts. The Board of Directors may authorize any Executive or Other Officer, agent or employee of the Corporation to enter into any contract or execute and deliver any instrument in the name or on behalf of the Corporation, and such authority may be general or confined to specific instances, and, unless so authorized by the Board of Directors, no Executive or Other Officer, agent or employee except the President shall have any power or authority to bind the Corporation by any contract or to pledge its credit or to render it liable pecuniarily for any purpose or to any amount.

          SECTION 2. Loans. No loan shall be contracted in the name or on behalf of the Corporation, and no evidence of indebtedness shall be issued, endorsed or accepted in its name, or on its behalf, unless authorized by the Board of Directors. Such authority may be general or confined to specific instances. When so authorized, the Executive or Other Officer, agent or employee thereunto authorized may effect loans and advances at any time for the Corporation from any Person (including

18

any bank, trust company or other institution) and for such loans and advances may make, execute and deliver promissory notes or other evidences of indebtedness of the Corporation, and, when authorized as aforesaid, as security for the payment of any and all loans and advances may make, execute and deliver promissory notes or other evidences of indebtedness and liabilities of the Corporation, may mortgage, pledge, hypothecate or transfer any real or personal property at any time owned or held by the Corporation, and to that end execute instruments of mortgage or pledge or otherwise transfer such property.

          SECTION 3. Checks, Drafts, etc. All checks, drafts, bills of exchange or other orders for the payment of money, obligations, notes or other evidences of indebtedness, bills of lading, warehouse receipts and insurance certificates of the Corporation, shall be signed or endorsed by the President and or such other Executive Officer or Other Officer, agent, attorney, or employee of the Corporation as shall from time to time be determined by the Board of Directors or the President.

          SECTION 4. Proxies in Respect of Securities of Other Corporations. The President and such other Executive or Other Officers as are designated by the Chairman and Chief Executive Officer or the President and Chief Operating Officer are authorized to vote by casting a ballot in person or by voting by proxy on behalf of the Corporation the shares owned by the Corporation of the stock or other securities in any other Corporation at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing, in the name of the Corporation as such holder, to any action by such other corporation.

19

ARTICLE VIII

Indemnification

     The Corporation shall, and by reason of the enactment of this By-Law hereby does, indemnify each and every individual (including his or her heirs, executors and assigns) who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director, Executive Officer or Other Officer of the Corporation, or, while a director, Executive Officer or Other Officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement in connection with such action, suit or proceeding, to the full extent that it has the power to do so under Delaware Law. Such indemnification shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any agreement, contract of insurance, vote of stockholders or disinterested directors, or other By-Laws or otherwise, or of or other By-Laws or otherwise, or of the broader power of the Corporation to indemnify a director, Executive Officer, Other Officer, employee or agent of the Corporation as authorized by Delaware Law.

20

ARTICLE IX

Definitions

     For purposes of these By-Laws, the following terms shall have the meanings set forth below:

     “Corporation” shall mean Royal Crown Cola Co.

     “Delaware Law” shall mean the General Corporation Law of the State of Delaware, as amended from time to time.

     “Executive Officers” shall have the meaning set forth in Section 1 of Article V of these By-Laws.

     “Other Officer” shall have the meaning set forth in Section 2 of Article V of these By-Laws.

     “Person” shall mean any individual, firm, corporation or other entity.

     “Certificate of Incorporation” shall mean the Certificate of Incorporation of the Corporation, as from time to time amended.

     “Voting Shares” shall mean any issued and outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors.

ARTICLE X

Miscellaneous

          SECTION 1. Books and Records. The books and records of the Corporation may be kept at such places within or without the State of Delaware as the Board of Directors may from time to time determine. The stock record books and the blank stock certificate books shall be kept by the Secretary or by any other officer or agent designated by the Board of Directors.

21

          SECTION 2. Dividends and Reserves. The Board of Directors, from time to time, may determine whether any, and, if any, what part of its net profits of the Corporation, or of its net assets in excess of its capital, available therefor pursuant to law and the Certificate of Incorporation, shall be declared by it as dividends on the stock of the Corporation. The Board of Directors, in its discretion, in lieu of declaring any such dividend, may use and apply any of such net profits or net assets as a reserve for working capital, to meet contingencies, for the purpose of maintaining or increasing the property or business of the Corporation or for any other lawful purpose which it may think conducive to the best interests of the Corporation.

          SECTION 3. Seal. The corporate seal of the Corporation shall be in the form of a circle and shall bear the name of the Corporation and the year and state of its incorporation.

          SECTION 4. Fiscal Year. The fiscal year of the Corporation shall end on the last day of December in each year unless the Board of Directors shall determine otherwise.

ARTICLE XI

Amendments

     All By-Laws of the Corporation shall be subject to alteration, amendment or repeal, in whole or in part, and new By-Laws not inconsistent with Delaware Law or any provision of the Certificate of Incorporation may be made, by (i) the affirmative vote of stockholders holding not less than two-thirds of the voting power of the Voting Shares (as defined in Article IX above) of the Corporation then entitled to vote on such issue, or (ii) the affirmative vote of not less than two-thirds of the directors of the Corporation then holding office and entitled to vote on such issue.

22

EX-3.125

Exhibit 3.125

EX-3.126

Exhibit 3.126

STATE OF CALIFORNIA	)
	)	SS.
CITY AND COUNTY OF SAN FRANCISCO	)

     W. H. EASLEY and CLYDE C. SHERWOOD being first duly sworn each for himself deposes and says:

     That W. H. EASLEY is and was at all of the times mentioned in the foregoing Certificate of Amendment the President of SEVEN UP BOTTLING COMPANY OF SAN FRANCISCO, the California Corporation herein mentioned and CLYDE C. SHERWOOD is and was at all of said times the Secretary of said corporation; that each has read said Certificate and that the statements therein made are true of his own knowledge and that the signatures purporting to be the signatures of said President and Secretary thereto are the genuine signatures of the President and Secretary respectively.

/s/ W. H. EASLEY  

W. H. EASLEY 

/s/ CLYDE C. SHERWOOD  

CLYDE C. SHERWOOD 

Subscribed and sworn to before me
this 4th day of April, 1960.
/s/ ROSE A. SANDONA ROSE A. SANDONA
NOTARY PUBLIC in and for the
City and County of San Francisco,
State of California.
Commission expires August 12, 1963

- 7 -

CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF
SEVEN UP BOTTLING COMPANY OF SAN FRANCISCO
A California Corporation

     The undersigned, W. H. EASLEY and CLYDE C. SHERWOOD, do hereby certify that they are respectively and have been at all times herein mentioned the duly elected and acting President and Secretary of SEVEN UP BOTTLING COMPANY OF SAN FRANCISCO, a California Corporation, and further that.

     1. At a special meeting of the Board of Directors of said corporation duly held at its principal office for the transaction of business at San Francisco, California, at 2:00 O’clock P.M. on the 30th day of March, 1960, at which meeting there was at all times present and acting a quorum of the members of said Board , the following resolution was duly adopted:

     RESOLVED, that Article IV of the Articles of Incorporation of this Corporation be amended to read as follows:

IV.

A. This corporation is authorized to issue two classes of shares of stock, to be designated respectively “Preferred” and “Common”; the total number of shares which this Corporation shall have authority to issue is 20,000, and the aggregate par value of all shares that are to have a par value shall be Two Million Dollars ($2,000,000.00); and

     (a) The number of Preferred shares that are to have a par value shall be 10,000 and the par value of each share of such class shall be One Hundred Dollars ($100.00), and

     (b) The number of Common shares that are to have a par value shall be 10,000 and the par value of each share of such class shall be One Hundred Dollars ($100.00).

     (c) The 45,000 shares of $1.00 par stock now issued and outstanding will be classified as, and converted into, new shares by converting each four and one-half shares of the $1.00 par stock into one share of new Preferred and one share of new Common.

B. 1. The Board of Directors may (but is not required to) declare dividends on the Preferred shares from any funds legally available for the declaration of dividends. No dividends shall be declared or paid upon or set apart for the Common shares until dividends equal to SIX DOLLARS ($6.00) per Preferred shares per annum from the date of issuance of the respective Preferred shares shall have been fully paid, or declared and set apart for payment.

     2. The holders of Common shares, after the full preferential dividends provided for in Paragraph B 1, to the amount of SIX

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DOLLARS ($6.00) per annum upon each outstanding Preferred share shall have been paid, or declared and set apart for payment, shall be entitled to receive in any fiscal year out of any funds of the corporation legally available for the declaration of dividends, dividends when and as declared by the Board of Directors at the rate of SIX DOLLARS ($6.00) per share for such fiscal year, or at such lesser rate as the Board of Directors may determine, payable at such intervals as the Board of Directors may from time to time determine. The right of the holders of Common shares to receive such dividends shall not be cumulative and no rights shall accrue to holders thereof by reason of the fact that dividends on Common shares are not paid or declared or set apart for payment in or for any prior years.

     3. After all preferential dividends on the Preferred shares, as provided herein, have been paid or declared and set apart for payment, and the dividends on the Common shares, at the rate of SIX DOLLARS ($6.00) per share as provided herein, have been paid or declared and set apart for payment in any fiscal year, if the Board of Directors shall elect to make further distributions of dividends, such dividends shall be made to all shares, Preferred and Common alike.

     4. In the event of any liquidation, dissolution or winding up, whether voluntary or involuntary, of this corporation, before any amount shall be paid to the holders of Common shares, the holders of the Preferred shares shall be entitled to receive out of the assets of this Corporation, whether such assets are capital or surplus, an amount equal to the par value of the Preferred shares and any unpaid preferential dividends thereon at the rate of SIX DOLLARS ($6.00) per share, per annum from the date of issuance of said shares, and, after payment to the holders of the Common shares of an amount equal to ONE HUNDRED DOLLARS ($100.00) per share the remaining assets and funds of this Corporation shall be distributed in like amounts per share to the holders of the Preferred shares and the holders of the Common shares. So long as any of the Preferred shares shall be outstanding this Corporation shall not, without first obtaining the approval (by vote or written consent as provided by law) of the holders of at least two-thirds of the total number of Preferred shares outstanding.

     (a) alter or change the rights, preferences or privileges of the Preferred shares so as to materially, adversely, affect the Preferred shares; or

     (b) increase the authorized number of Preferred shares; or

     (c) create any new class of shares having preferences over, or being on a parity with, the Preferred shares as to dividends or assets, unless the purpose of creation of such class is, and the proceeds to be derived from the sales and finances thereof are, to be used for the retirement of all Preferred shares then outstanding; or

- 2 -

     (d) Purchase any Common shares.

          5. The holders of Common shares issued and outstanding except where otherwise provided by law or by these articles, shall have and possess the exclusive right to notice of shareholders’ meetings and the exclusive voting rights and powers, and the holders of the Preferred shares shall not be entitled to any notice of shareholders’ meetings, or to vote upon the election of directors, or upon any questions affecting the management or affairs of this corporation, except where such notice or vote is required by law or by these Articles of Incorporation.

C. Restriction on Transfer of Shares. Before there can be a valid sale or transfer of any of the shares of this Corporation by the holders thereof, the holder of the shares to be sold or transferred shall first give notice in writing to the secretary of this Corporation of his intention to sell or transfer such shares. Said notice shall specify the number of shares to be sold or transferred, the price per share, and the terms upon which such holder intends to make such sale or transfer. The secretary shall, within five (5) days thereafter, mail or deliver a copy of said notice to each of the other shareholders of record of this Corporation. Such notice may be delivered to such shareholders personally, or may be mailed to the last known addresses of such shareholders, as the same may appear on the books of this Corporation. Within thirty (30) days after the mailing or delivering of said notices to such shareholders, any such shareholder, or shareholders, desiring to acquire any part or all of the shares referred to in said notice shall deliver by mail or otherwise to the secretary of this Corporation a written offer, or offers, to purchase a specified number, or numbers, of such shares at the price and upon the terms stated in said notice.

          If the total number of shares specified in such offers exceeds the number of shares referred to in said notice, each offering shareholder shall be entitled to purchase such proportion of the shares referred to in said notice to the secretary, as the number of shares of this Corporation, which he holds, bears to the total number of shares held by all such shareholders desiring to purchase the shares referred to in said notice to the secretary.

          If all of the shares referred to in said notice to the secretary are not disposed of under such apportionment, each shareholder desiring to purchase shares in a number in excess of his proportionate share, as provided above, shall be entitled to purchase such proportion of those shares which remain thus undisposed of, as the total number of shares which he holds bears to the total number of shares held by all of the shareholders desiring to purchase shares in excess of those to which they are entitled under such apportionment.

- 3 -

     If none, or only a part, of the shares referred to in said notice to the secretary is purchased, as aforesaid, in accordance with offers made within said thirty (30) day period the shareholders desiring to sell or transfer may dispose of all shares of stock referred to in said notice to the secretary not so purchased by the other shareholders, to any person or persons he may so desire; provided, however, that he shall not sell or transfer such shares at a lower price or on terms more favorable to the purchaser or transferee than those specified in said notice to the secretary.

     Any sale or transfer, or purported sale or transfer, of the shares of said Corporation shall be null and void unless the terms and conditions and provisions of this Article IV Care strictly observed and followed.

D. This corporation, at the option of the board of directors may redeem the whole or from time to time may redeem any part of the Preferred shares on any dividend date by paying in cash therefor ONE HUNDRED DOLLARS ($100.00) per share and, in addition to the aforementioned amount, an amount in cash equal to all dividends on Preferred shares unpaid and accumulated as provided in (B) of this Article IV, whether earned or declared or not, to and including the date fixed for redemption, such sum being hereinafter sometimes referred to as the redemption price. In case of the redemption of a part only of the outstanding preferred shares, this corporation shall designate by lot, in such manner as the board of directors may determine, the shares to be redeemed, or shall effect such redemption pro rata. Less than all of the Preferred shares at any time outstanding may not be redeemed until all dividends accrued and in arrears upon all Preferred shares outstanding shall have been paid for all past dividend periods, and until full dividends for the then current dividend period on all Preferred shares then outstanding, other than the shares to be redeemed, shall have been paid or declared and the full amount thereof set apart for payment. At least thirty (30) days previous notice by mail, postage prepaid, shall be given to the holders of record of the Preferred shares to be redeemed, such notice to be addressed to each such shareholder at his postoffice address as shown by the records of this corporation. On or after the date fixed for redemption and stated in such notice, each holder or Preferred shares called for redemption shall surrender his certificate evidencing such shares to this corporation at the place designated in such notice and shall thereupon be entitled to receive payment of the redemption price. In case less than all the shares represented by any such surrendered certificate are redeemed, a new certificate shall be issued representing the unredeemed shares. If such notice of redemption shall have been duly given, and if on the date fixed for redemption funds necessary for the redemption shall be available therefor, then, notwithstanding that the certificates evidencing any Preferred

- 4 -

shares so called for redemption shall not have been surrendered, the dividends with respect to the shares so called for redemption shall cease to accrue after the date fixed for redemption and all rights with respect to the shares so called for redemption shall forthwith after such date cease and determine, except only the right of the holders to receive the redemption price without interest upon surrender of their certificates therefor.

     If, on or prior to any date fixed for redemption of Preferred shares, this corporation deposits with any bank or trust company in the City of San Francisco, State of California, as a trust fund, a sum sufficient to redeem, on the date fixed for redemption thereof, the shares called for redemption, with irrevocable instructions and authority to the bank or trust company to give the notice of redemption thereof if such notice shall not previously have been given by this corporation, or to complete the giving of such notice if theretofore commenced, and to pay, on and after the date fixed for redemption or prior thereto, the redemption price of the shares to their respective holders upon the surrender of their share certificates, then from and after the date of the deposit (although prior to the date fixed for redemption), the shares so called shall be deemed to be redeemed and dividends on those shares shall cease to accrue after the date fixed for redemption. The deposit shall be deemed to constitute full payment of the shares to their holders and from and after the date of the deposit the shares shall be deemed to be no longer outstanding, and the holders thereof shall cease to be shareholders with respect to such shares, and shall have not rights with respect thereto except the right to receive from the bank or trust company payment of the redemption price of the shares without interest, upon the surrender of their certificates therefor.

     2. At a Special Meeting of the shareholders of said corporation duly held at its principal office at 1590 Yosemite Street, San Francisco, California, at 2:30 o’clock P.M. on the 30th day of March, 1960, at which meeting there was at all times present and acting as a quorum all of the owners of all of the outstanding shares of this corporation, a resolution was unanimously adopted identical in form to the Directors’ Resolution which is hereinabove set forth in full, that all of the outstanding shares of the corporation, to-wit, FORTY FIVE THOUSAND (45,000) shares, were entitled to vote upon the adoption of the said resolution and all of said shares did vote in favor of the adoption of said resolution.

- 5 -

     IN WITNESS WHEREOF the undersigned have executed this Certificate of Amendment this 30th day of March, 1960.

      /s/ W. H. EASLEY  

W. H. EASLEY, President of 

SEVEN UP BOTTLING COMPANY OF SAN FRANCISCO 

      /s/ CLYDE C. SHERWOOD  

CLYDE C. SHERWOOD, Secretary of 

SEVEN UP BOTTLING COMPANY OF SAN FRANCISCO 

- 6 -

EX-3.127

Exhibit 3.127

AGG. PV CHG. FR: 2,000,000 TO $1,400,000

F I L E D        

stamp             

NOV 30 1973     A139047

stamp and signature

AGREEMENT OF MERGER

     This Agreement of Merger, dated October 12, 1973, between Seven Up Bottling Company of San Francisco, a California corporation, and Seven Up Bottling Company of Oakland, a California corporation.

     WHEREAS Seven Up Bottling Company of San Francisco is a corporation organized and existing under and by virtue of the laws of the State of California and having an authorized capitalization as follows: Ten thousand shares of its common stock having a par value of One Hundred Dollars and a total par value of One Million Dollars, all of which have been issued, and Ten thousand shares of preferred stock with a par value of One Hundred Dollars and a total value of One Million Dollars, none of which have been issued and which it is proposed to eliminate by amendment to the Articles of Incorporation as hereinafter set forth and;

     WHEREAS Seven Up Bottling Company of Oakland is a corporation organized and existing under and by virtue of the laws of the State of California and having an authorized capitalization as follows: the corporation is authorized to issue only one class of shares of stock, the total number of said shares is Five thousand and the aggregate par value of all shares if Five Hundred Thousand Dollars and the par value of each share is One Hundred Dollars and;

     WHEREAS, the Board of Directors of Seven Up Bottling Company of San Francisco and Seven Up Bottling Company of Oakland, the parties hereto, deem it desirable and in the best interests of the corporations and their shareholders that Seven Up Bottling Company of Oakland be merged into Seven Up Bottling Company of San Francisco;

     NOW THEREFORE, in consideration of the premises and the mutual promises and covenants, and subject to the conditions, herein set forth, the constituent corporations agree as follows:

     1.  The constituent corporations shall be merged into a single corporation by Seven Up Bottling Company of Oakland merging into and with Seven Up Bottling Company of San Francisco, the Surviving Corporation, which shall survive the merger, pursuant to the provisions of the separate corporate existence of Seven Up Bottling Company of Oakland shall cease and the Surviving Corporation shall become the owner, without other transfer, of all the rights and property of the constituent corporations, and the Surviving Corporation shall become subject to all the debts and liabilities of the constituent corporations in the same manner as if the Surviving Corporation had itself incurred them.

     2.  The name of the Surviving Corporation shall be Seven Up Bottling Company of San Francisco. The purposes, county where the principal office for the transaction of business shall be located, number of directors, and the capital stock of the Surviving Corporation shall be as appears in the Articles of Incorporation of the Surviving Corporation as amended and as hereinafter set forth.

     3.  The Articles of Incorporation of the Surviving Corporation as amended, shall on the effective date of the merger be further amended to read as herein set forth in full:

ARTICLES OF INCORPORATION

OF

SEVEN UP BOTTLING COMPANY OF SAN FRANCISCO

ONE: NAME

     The name of this corporation is:

          SEVEN UP BOTTLING COMPANY OF SAN FRANCISCO.

TWO: PURPOSES

     The purposes for which this corporation is formed are:

     (a) To engage in the business of manufacturing and distributing Seven Up and other non-alcoholic beverages. This is the specific business in which the corporation is primarily to engage;

     (b) To engage in any one or more other businesses or transactions which the Board of Directors of this corporation may from time to time authorise or approve, whether related or unrelated to the business described in (a) above or any other business then or theretofore done by this corporation;

     (c) To exercise any and all rights and powers which a corporation may now or hereafter exercise;

     (d) To act as principal, agent, joint venturer, partner, or in any other capacity which may be authorized or approved by the Board of Directors of this corporation; and

     (e) To transact business in the State of California or in any other jurisdiction of the United States of America or elsewhere in the world.

     The foregoing statement of purposes shall be construed as a statement of both purposes and powers, and the purposes and powers in each clause shall, except where otherwise expressed, be in nowise limited or restricted by reference to or inference from the terms or provisions of any other clause but shall be regarded as independent purposes and powers.

THREE: PRINCIPAL OFFICE

     The City and County in the State of California where the principal office for the transaction of business of this corporation is to be located is the City and County of San Francisco.

FOUR: AUTHORIZED STOCK

     This corporation is authorized to issue only one class of shares of stock; the total number of shares which this corporation shall have authority to issue fifteen thousand (15,000) shares and the aggregate par value of all shares shall be One Million Five Hundred Thousand Dollars ($1,500,00.00) and the par value of each of such shares shall be One Hundred Dollars ($100.00). Upon the amendment of this Article to read as hereinabove set forth each outstanding common share of a par value of $100.00 is reconstituted into one share of $100.00 par common stock and preferred stock previously authorized but unissued is eliminated.

FIVE: DIRECTORS

     The number of directors of this corporation shall be three (3) unless and until changed in the By-Laws of this corporation. The names and addresses of the persons who are appointed to act as the first directors of this corporation are:

Name	Address
Clyde C. Sherwood	645 Stockton Street
	San Francisco, California
Camille M. Camp	787 — 14th Street
	San Francisco, California

Name	Address
Lorna Rose	1790 Jackson Street
	San Francisco, California

          IN WITNESS WHEREOF, for the purposes of forming this corporation under the laws of the State of California, we, the undersigned, constituting the incorporators of this corporation, including the persons named hereinabove as the first directors of this corporation, have executed these Articles of Incorporation, this 6^th day of August, 1946.

/s/ CLYDE C. SHERWOOD  

CLYDE C. SHERWOOD 

/s/ CAMILLE M. CAMP  

CAMILLE M. CAMP 

/s/ LORNA ROSE  

LORNA ROSE 

STATE OF CALIFORNIA,	)
	)	ss.
CITY AND COUNTY OF SAN FRANCISCO	)

          On this 6th day of August, 1946, before me, LOUIS WIENER, a Notary Public in and for the said City and County and State, residing therein, duly commissioned and sworn, personally appeared CLYDE C. SHERWOOD, CAMILLE M. CAMP and LORNA ROSE, known to me to be the persons whose names are subscribed to the foregoing Articles of Incorporation, and acknowledged to me that they executed the same.

          WITNESS my hand and Official Seal.

	/s/ LOUIS WIENER
(SEAL)	Notary Public in and for the City
	and County of San Francisco, State of California.

     4. The Bylaws of Seven Up Bottling Company of San Francisco, as in effect on the affective date, shall be the bylaws of the Surviving Corporation until the same shall be altered, amended, or repealed, or until new bylaws are adopted as provided therein.

     5. The names and addresses of the persons who shall constitue the Board of Directors of the Surviving Corporation, and who shall hold office until the first annual meeting of the shareholders of the Surviving Corporation are as follows:

Name	Address
W. H. Easley	170 San Anselmo Avenue
	San Francisco, California
Margaret A. Easley	170 San Anselmo Avenue
	San Francisco, California
Clyde C. Sherwood	1050 North Point Street
	San Francisco, California

     6. The method of converting the shares of the constituent corporation into shares of the Surviving Corporation shall be as follows:

     (a) Each share of common stock of the par value of One Hundred Dollars ($100.00) per share of Seven Up Bottling Company of San Francisco, issued and outstanding on the effective date of the merger shall continue to be one share of common stock of the par value of One Hundred Dollars ($100.00) per share of the Surviving

corporation, and

     (b) Each share of common stock of the par value of One Hundred Dollars ($100.00) per share of Seven Up Bottling Company of Oakland, issued and outstanding on the effective date of the merger shall be changed and converted into one share of common stock, of the par value of One Hundred Dollars ($100.00) per share of the Surviving Corporation, which shares of common stock of the Surviving Corporation shall thereupon be issued and outstanding, provided, however, that no fractional shares of the Surviving Corporation shall be issued, and in lieu of the issuance of fractional shares to which any holder of the common stock of Seven Up Bottling Company of Oakland would otherwise be entitled as a result of the conversion, a payment in cash shall be made equal to the value of such fraction, based upon the market value of such common stock on the effective date.

     (c) All and any shares of common stock of Seven Up Bottling Company of Oakland held by Seven Up Bottling Company of Oakland in its treasury on the effective date of the merger shall forthwith be surrendered to the Surviving Corporation for cancellation, and no shares of the Surviving Corporation shall be issued or issuable in respect thereof.

     (d) After the effective date of the merger holders of shares certificates of common stock in Seven Up Bottling Company of Oakland shall surrender them to the Surviving Corporation, or its duly appointed agent, in such manner as the Surviving Corporation shall legally require. Upon receipt of said share certificate, the Surviving Corporation shall issue in exchange therefore a certificate of shares of common stock in Surviving Corporation representing the number of shares of such stock to which such holder shall be entitled as hereinabove set forth.

     (e) In addition such shareholder shall be entitled to receive any dividends on such shares of common stock of Surviving Corporation which may have been declared and paid between the effective date of the merger and the issuance to such shareholder of the certificates of such common stock. Holders of certificates of common stock of Seven Up Bottling Company of Oakland shall not be entitled to dividends payable upon shares of stock in Surviving Corporation unless and until said shareholders of such certificates have been issued certificates of common stock in Surviving Corporation as hereinabove provided.

     7. Neither Seven Up Bottling Company of Oakland nor Seven Up Bottling Company of San Francisco, the Surviving Corporation shall, prior to the effective date of the merger, engage in any activity or transaction other than in the ordinary course of business, except as contemplated by this agreement.

     8. This merger agreement shall be submitted to the shareholders of the constituent corporation for their approval in the manner provided by the applicable laws of the State of California, at a meeting to be held at such time as the Board of Directors of the constituent corporation shall agree. After approval by the vote or written consent of the holders of not less than two-thirds of the issued and outstanding shares of each corporation, the Agreement of Merger shall be filed as required by the laws of the Sate of California, the merger being effective when the Agreement and Certificates of each corporation are filed in the office of the Secretary of State of the State of California.

     9. The directors of either constituent corporation may, in their discretion, abandon this merger, subject to the rights of third parties under and contracts relating thereto, without further action or approval by the shareholders of the corporation, at any time before the merger has been completed.

          This Agreement of Merger may be executed in any number of counterparts, and all such counterparts and copies shall be and constitute an original instrument.

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement of Merger to be executed by their respective officers thereunto duly authorized and have caused their respective corporate seals to be impressed hereon this 12th day of October, 1973.

SEVEN UP BOTTLING COMPANY OF           SAN FRANCISCO
By:	/s/ W. H. EASLEY
	W. H. Easley, President
By:	/s/ CLYDE C. SHERWOOD
	Clyde C. Sherwood, Secretary
SEVEN UP BOTTLING COMPANY OF           OAKLAND
By:	/s/ W. H. EASLEY
	W. H. Easley, President
By:	/s/ CLYDE C. SHERWOOD
	Clyde C. Sherwood, Secretary

(NOTARY STAMP AND SEAL)

STATE OF CALIFORNIA  ) ss.

County of Marin                  )

On this 29th day of November in the year one thousand nine hundred and seventy three before me, Corrine V. Land a Notary Public in and for the County of Marin, State of California, residing therein, duly commissioned and sworn, personally appeared W. H. Easley and Clyde C. Sherwood known to me to be the president and secretary respectively of Seven Up Bottling Company of San Francisco, the corporation that executed the within instrument and also known to me to be the persons who executed the within instrument on behalf of the corporation therein named, and acknowledged to me that such corporation executed the same.

IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal in the County of Marin the day and year in this certificate first above written. Corrine V. Land, Notary Public in and for the County of Marin, State of California.

My Commission expires Oct. 28, 1974.

STATE OF CALIFORNIA  ) ss.

County of Marin                  )

On this 29th day of November in the year one thousand nine hundred and seventy three before me, Corrine V. Land a Notary Public in and for the County of Marin, State of California, residing therein, duly commissioned and sworn, personally appeared W. H. Easley and Clyde C. Sherwood known to me to be the president and secretary respectively of Seven Up Bottling Company of Oakland, the corporation that executed the within instrument and also known to me to be the persons who executed the within instrument on behalf of the corporation therein named, and acknowledged to me that such corporation executed the same.

IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal in the County of Marin the day and year in this certificate first above written. Corrine V. Land, Notary Public in and for the County of Marin, State of California.

My Commission expires Oct. 28, 1974.

(NOTARY STAMP AND SEAL)

EX-3.128

Exhibit 3.128

PAGE 1

Delaware

The first State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF OWNERSHIP, WHICH MERGES:

     “SEVEN UP BOTTLING COMPANY OF SAN FRANCISCO”, A CALIFORNIA CORPORATION,

     WITH AND INTO “DR PEPPER BOTTLING COMPANY OF TEXAS” UNDER THE NAME OF “DR PEPPER BOTTLING COMPANY OF TEXAS”, A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE TWENTY-EIGHTH DAY OF MAY, A.D. 2008, AT 11:22 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF OWNERSHIP IS THE THIRTY-FIRST DAY OF MAY, A.D. 2008, AT 11:56 O’CLOCK P.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

2176154   8100M 080620550		/s/ Harriet Smith Windsor
You may verify this certificate online at corp.delaware.gov/authver.shtml		Harriet Smith Windsor, Secretary of State AUTHENTICATION: 6623210 DATE: 05-29-08

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:21 PM 05/28/2008

FILED 11:22 PM 05/28/2008

SRV 080620550 — 2176154 FILE

CERTIFICATE OF OWNERSHIP AND MERGER

merging

SEVEN UP BOTTLING COMPANY OF SAN FRANCISCO
(a California corporation)

with and into

DR PEPPER BOTTLING COMPANY OF TEXAS
(a Delaware corporation)

(PURSUANT TO SECTION 253 OF THE
GENERAL CORPORATION LAW OF THE STATE OF DELAWARE)

May 28, 2008

Dr Pepper Bottling Company of Texas, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY as follows:

     FIRST: That the Corporation was incorporated on October 21, 1988 pursuant to the General Corporation Law of the State of Delaware (the “DGCL”).

     SECOND: That the Corporation owns all of the issued and outstanding shares of stock of Seven Up Bottling Company of San Francisco, a corporation incorporated on June 29, 1960 pursuant to the laws of the State of California (“SUBCSF”).

     THIRD: That the Corporation by the following resolutions of its Board of Directors, duly adopted at a meeting of the Board of Directors on May 20, 2008, has determined to merge SUBCSF with and into the Corporation pursuant to Section 253 of the DGCL:

     RESOLVED, that it is deemed advisable and in the best interest of Dr Pepper Bottling Company of Texas, a Delaware corporation (the “Corporation”), that Seven Up Bottling Company of San Francisco, a California corporation (“SUBCSF”), merge with and into the Corporation pursuant to Section 253 of the DGCL (the “SUBCSF Merger”); provided that the merger of Seven-Up/RC Bottling Company, Inc. with and into the Corporation is completed prior to the SUBCSF Merger; and further

     RESOLVED, that the effective time and date of the SUBCSF Merger (the “SUBCSF Effective Time”) shall be 11:56 p.m. Eastern Time on May 31, 2008; and further

     RESOLVED, that upon the SUBCSF Merger, the Corporation shall be the surviving corporation and shall continue as a corporation organized and existing

pursuant to the laws of the State of Delaware under the name “Dr Pepper Bottling Company of Texas”; and further

     RESOLVED, that following the SUBCSF Merger, the corporate existence of the Corporation, with all of its purposes, powers and objects, shall continue unaffected and unimpaired by the SUBCSF Merger, and as the surviving corporation, it shall, from and after the SUBCSF Merger, possess all of the rights, privileges, immunities, powers and purposes of SUBCSF, and all of the property (real, personal and intangible), causes of action and every other asset of SUBCSF shall vest in the Corporation, and the Corporation shall assume all of the obligations and liabilities of SUBCSF, all without further act or deed; and further

     RESOLVED, that the separate corporate existence of SUBCSF shall cease upon the SUBCSF Merger; and further

     RESOLVED, that each share of stock in the Corporation issued and outstanding immediately prior to the merger shall not be converted or exchanged in any manner and shall continue to represent one share of the surviving corporation; and further

     RESOLVED, that at the SUBCSF Effective Time, each share of stock in SUBCSF issued and outstanding immediately prior to the SUBCSF Merger shall automatically, by virtue of the merger and without any action on the part of the holder thereof, be cancelled, retired, and cease to exist without payment of any consideration with respect thereto; and further

     RESOLVED, that, from and after the SUBCSF Merger, the Certificate of Incorporation and the By-Laws of the Corporation, as in effect immediately prior to the SUBCSF Merger, shall be those of the surviving corporation; and further

     RESOLVED, that the members of the Board of Directors and the officers of the Corporation immediately prior to the SUBCSF Merger shall be the members of the Board of Directors and the officers, respectively, of the surviving corporation until successors are appointed in accordance with applicable law and the Certificate of Incorporation and the By-Laws of the surviving corporation; and further

     RESOLVED, that for U.S. Federal income tax purposes, the Spokane Merger is intended to qualify as a tax-free liquidation under Section 332 of the Internal Revenue Code of 1986, as amended (the “Code”) and can qualify as a tax-free reorganization under Section 368 of the Code; and further

     RESOLVED, that each officer of the Corporation be, and each of them hereby is, authorized, empowered and directed to execute, acknowledge, file and report, in the name and on behalf of the Corporation, the Certificate of Ownership and Merger and those other agreements, instruments and documents as may be

2

contemplated thereby and any amendments or supplements thereto, in such form and with any such changes, additions or deletions as any such officer shall determine to be advisable and in the best interests of the Corporation, which determination shall be conclusively evidenced by such officer’s execution and delivery thereof; and further

     RESOLVED, that each officer of the Corporation be, and each of them hereby is, authorized, empowered and directed to execute and deliver in the name and on behalf of the Corporation, any agreements, instruments and documents and to do and perform all such acts and things as in their judgment, or in the judgment of any one of them, shall be deemed necessary or advisable in order to carry out, comply with, and effectuate the intent and purposes of the foregoing resolutions and any or all of the transactions contemplated therein or thereby, the authority thereof to be conclusively evidenced by the execution and delivery of such agreements, instruments and documents or the taking of such action; and further

     RESOLVED, that all acts and deeds heretofore done by any director or officer of the Corporation for and on behalf of the Corporation in entering into, executing, acknowledging or attesting any arrangements, agreements, instruments or documents, or in carrying out the terms and intention of the foregoing resolutions, are hereby adopted, ratified, approved and confirmed in all respects.

     FOURTH: The Corporation shall be the surviving corporation of the merger of SUBCSF with and into the Corporation under the name “Dr Pepper Bottling Company of Texas”.

     FIFTH: The merger of SUBCSF with and into the Corporation shall be effective as of 11:56 p.m. Eastern Time on May 31, 2008.

[Signature page follows.]

3

     IN WITNESS WHEREOF, the Corporation has caused this Certificate of Ownership and Merger to be executed by its duly authorized officer as of the date first written above.

DR PEPPER BOTTLING COMPANY OF TEXAS
By:	/s/ William M. Nelson
	Name:	William M. Nelson
	Title:	Senior Vice President & Secretary

[Signature Page to Certificate of Ownership and Merger]

EX-3.129

Exhibit 3.129

CERTIFICATE OF

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

SEVEN-UP/RC BOTTLING COMPANY OF SOUTHERN CALIFORNIA INC.

     Louis Janicich, being the duly elected Secretary of Seven-Up/RC Bottling Company of Southern California, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:

     1. That the Corporation filed its original Certificate of Incorporation with the Delaware Secretary of State on January 24, 1990 (the “Certificate”).

     2. That the original name of the Corporation was WB Western Acquisition Corporation.

     3. The Corporation filed a petition for relief under Chapter 11 of the United States Bankruptcy Code with the United States Bankruptcy Court for the District of Delaware (the “Court”) on May 13, 1996. On August 2 , 1996, the Court entered an order pursuant to 11 U.S.C. 1129(a) which authorized the Board of Directors of the Corporation pursuant to Section 303 of the General Corporation Law of the State of Delaware , to cause the Corporation to amend , integrate and restate the Corporation’s Certificate in its entirety to read as set forth in Exhibit A attached hereto and made a part hereof (the “Restated Certificate”).

*******

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 08/09/1996

960232861 — 2220112

     IN WITNESS WHEREOF, the undersigned, being the Secretary hereinabove named, for the purpose of amending and restating the Certificate of Incorporation of the Corporation pursuant to the General Corporation Law of the State of Delaware, under penalties of perjury does hereby declare and certify that this is the act and deed of the Corporation and the facts stated herein are true, and accordingly has hereunto signed this Certificate of Restated Certificate of Incorporation this 8^th day of August, 1996.

By:	/s/ Louis Janicich
	Louis Janicich, Secretary

EXHIBIT A

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

SEVEN-UP/RC BOTTLING COMPANY OF SOUTHERN CALIFORNIA, INC.

ARTICLE FIRST

     The name of the corporation is Seven-UP/RC Bottling Company of Southern California, Inc.

ARTICLE SECOND

     The address of the corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE THIRD

     The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organised under the General Corporation Law of the State of Delaware.

ARTICLE FOURTH

     The total number of shares of stock which the corporation has authority to issue to six million (6,000,000) shares of Common Stock, with a par value of one cent ($.01) per share. Notwithstanding anything to the contrary contained herein, the Corporation shall not issue any shares of nonvoting stock.

ARTICLE FIFTH

     The corporation is to have perpetual existence.

ARTICLE SIXTH

     In furtherance and not in limitation of the powers conferred by statute, the board of directors of the corporation is expressly authorized to make, alter or repeal the by-laws of the corporation except that no provision of Sections 2 and 11 of ARTICLE II, Section 4 of ARTICLE VI and ARTICLE VIII of the by-laws as of the date hereof of the corporation may be altered, amended or repealed in any respect, nor may any provision inconsistent therewith be adopted, unless such alteration, amendment, repeal or adoption is approved by the affirmative vote of holders of shares entitled to cast not less than a majority of the votes at an annual meeting of stockholders at which all holders of Common Stock are entitled to vote.

ARTICLE SEVENTH

     Meetings of stockholders may be held within or without the State of Delaware, at the by-laws of the corporation may provide. The books of the corporation may be kept outside the State of Delaware as such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation. Election of directors need not be by written ballot unless the by-laws of the corporation so provide.

ARTICLE EIGHTH

     To the fullest extent permitted by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended, a director of the corporation shall not be liable to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director. Any repeal or modification of this ARTICLE EIGHTH shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.

ARTICLE NINTH

     The corporation expressly elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware.

ARTICLE TENTH

     The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation in the manner now or hereafter prescribed herein and by the laws of the State of Delaware, and all rights conferred upon stockholders herein are granted subject to this reservation.

EX-3.130

Exhibit 3.130

PAGE 1

State of Delaware

Office of the Secretary of State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “SEVEN-UP/RC BOTTLING COMPANY OF SOUTHERN CALIFORNIA, INC. ”, FILED IN THIS OFFICE ON THE THIRD DAY OF AUGUST, A.D. 2001,
AT 9 O’CLOCK A.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

		/s/ Harriet Smith Windsor
		Harriet Smith Windsor, Secretary of State
2220112     8100		AUTHENTICATION:	1279493
010380344		DATE:	08-06-01

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 08/03/2001

010380344 — 2220112

CERTIFICATE OF AMENDMENT
TO CERTIFICATE OF INCORPORATION
OF SEVEN-UP/RC BOTTLING COMPANY
OF SOUTHERN CALIFORNIA, INC.

     Seven-Up/RC Bottling Company of Southern California, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

     FIRST: That the Board of Directors of the Corporation has adopted resolutions at a special meeting setting forth a proposed amendment to the Corporation’s Certificate of Incorporation, declaring said amendment to be advisable and in the best interests of the Corporation, and directing that the amendment be considered by the holders of the outstanding stock of the Corporation entitled to vote thereon at a special meeting or, in lieu thereof, pursuant to their written consent as permitted by Section 228 of the Delaware General Corporation Law. The resolutions to adopted by the Board of Directors of the Corporation provide that the Corporation’s Certificate of Incorporation be amended by amending and restating in its entirety “Article Fourth” as follows:

“ARTICLE FOURTH

The total number of shares of stock which the Corporation shall have authority to issue is six thousand (6,000) shares of common stock, with a par value of one cent ($0.01) per share. Not withstanding anything to the contrary contained herein, the Corporation shall not issue any shares of non-voting stock.”

     SECOND: Except at expressly and specifically provided above, the Corporation’s Certificate of Incorporation shall remain in full force and effect.

     THIRD: That thereafter, in accordance with the resolution of the Corporation’s Board of Directors, action by the Corporation’s stockholders was taken pursuant to a written consent, in lieu of a special meeting of stockholders entitled to vote as permitted by a special meeting of stockholders entitled to vote as permitted by Section 228 of the Delaware General Corporation Law, pursuant to which the necessary number of shares as required by statute were voted in favor of the above amendment. Written notice has been given in accordance with Section 228 of the Delaware General Corporation to the stockholders who did not consent in writing to the foregoing action.

     FOURTH: That said amendments were duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law.

     FIFTH: That the capital of the Corporation shall not be reduced under or by reason of said amendments.

     IN WITNESS WHEREOF, the undersigned have hereunder subscribed their names this 12th day of July, 2001.

By:	/s/ William M. Nelson
	William M. Nelson, Secretary

-3-

CERTIFICATE OF

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

SEVEN-UP/RC BOTTLING COMPANY OF SOUTHERN CALIFORNIA, INC.

          Louis Janicich, being the duly elected Secretary of Seven-Up/RC Bottling Company of Southern California, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:

          1. That the Corporation filed to original Certificate of Incorporation with the Delaware Secretary of State on January 24,1990 (the “Certificate”).

          2. That the original name of the Corporation was WB Western Acquisition Corporation.

          3. The Corporation filed a petition for relief under Chapter 11 of the United States Bankruptcy Code with the United States Bankruptcy Court for the District of Delaware (the “Court”) on May 13, 1996. On August 2, 1996, the Court entered an order pursuant to 11 U.S.C. 1129(a) which authorized the Board of Directors of the Corporation pursuant to Section 303 of the General Corporation Law of the State of Delaware, to cause the Corporation to amend, integrate and restate the Corporation’s Certificate in its entirety to read as set forth in Exhibit A attached hereto and made a part hereof (the “Restated Certificate”).

* * * * * * *

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 08/09/1996

960232861 — 2220112

          IN WITNESS WHEREOF, the undersigned, being the Secretary hereinabove named, for the purpose of amending and restating the Certificate of Incorporation of the Corporation pursuant to the General Corporation Law of the State of Delaware, under penalties of perjury does hereby declare and certify that this is the act and deed of the Corporation and the facts stated herein are true, and accordingly has hereunto signed this Certificate of Restated Certificate of Incorporation 8th day August, 1996.

By:	/s/ Louis Jenicich
	Louis Jenicich, Secretary

EX-3.131

Exhibit 3.131

PAGE 1

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “SEVEN-UP/RC BOTTLING COMPANY OF SOUTHERN CALIFORNIA, INC. ”, CHANGING ITS NAME FROM “SEVEN-UP/RC BOTTLING COMPANY OF SOUTHERN CALIFORNIA, INC. ” TO “SEVEN-UP/RC BOTTLING COMPANY, INC. ”, FILED IN THIS OFFICE ON THE THIRD DAY OF AUGUST, A.D. 2006, AT 12:30 O’CLOCK P.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

		/s/ Harriet Smith Windsor
		Harriet Smith Windsor, Secretary of State
2220112     8100		AUTHENTICATION:	4948896
060729140		DATE:	08-03-06

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:33 PM 08/03/2006

FILED 12:30 PM 08/03/2006

SRV 060729140 — 2220112 FILE

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST: That at a meeting of the Board of Directors of Seven-Up/RC Bottling Company of Southern California, Inc. resolutions were duly
adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “One” so that, as amended, said Article shall be and read as follows:

The Name of the Corporation is: Seven Up/RC Bottling Company, Inc.

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 31st day of July, 2006.

By:	/s/ William M. Nelson
	Authorized Officer
Title:	Senior Vice President & Secretary
Name:	William M. Nelson
	Print or Type

EX-3.132

Exhibit 3.132

PAGE 1

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF OWNERSHIP, WHICH MERGES:

     “SEVEN-UP/RC BOTTLING COMPANY, INC.”, A DELAWARE CORPORATION,

     WITH AND INTO “DR PEPPER BOTTLING COMPANY OF TEXAS” UNDER THE NAME OF “DR PEPPER BOTTLING COMPANY OF TEXAS”, A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE TWENTY-EIGHTH DAY OF MAY, A.D. 2008, AT 10:34 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF OWNERSHIP IS THE THIRTY-FIRST DAY OF MAY, A.D. 2008, AT 11:54 O’CLOCK P.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:21 PM 05/28/2008

FILED 10:34 PM 05/28/2008

SRV 080620538 — 2176154 FILE

CERTIFICATE OF OWNERSHIP AND MERGER

merging

SEVEN-UP/RC BOTTLING COMPANY, INC.
(a Delaware corporation)

with and into

DR PEPPER BOTTLING COMPANY OF TEXAS
(a Delaware corporation)

(PURSUANT TO SECTION 253 OF THE
GENERAL CORPORATION LAW OF THE STATE OF DELAWARE)

May 28, 2008

Dr Pepper Bottling Company of Texas, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY as follows:

     FIRST: That the Corporation was incorporated on October 21, 1988 pursuant to the General Corporation Law of the State of Delaware (the “DGCL”).

     SECOND: That the Corporation owns all of the issued and outstanding shares of stock of Seven-Up/RC Bottling Company, Inc. (“SURC”), a corporation incorporated on January 24, 1990 pursuant to the DGCL.

     THIRD: That the Corporation, by the following resolutions of its Board of Directors duly adopted at a meeting of the Board of Directors on May 20, 2008, has determined to merge SURC with and into the Corporation pursuant to Section 253 of the DGCL:

     RESOLVED, that it is deemed advisable and in the best interest of Dr Pepper Bottling Company of Texas, a Delaware corporation (the “Corporation”), that Seven-Up/RC Bottling Company, Inc., a Delaware corporation (“SURC”), merge with and into the Corporation pursuant to Section 253 of the General Corporation Law of the State of Delaware (the “DGCL”) (such merger, the “SURC Merger”); and further

     RESOLVED, that the effective time and date of the SURC Merger (the “SURC Effective Time”) shall be 11:54 p.m. Eastern Time on May 31, 2008; and further

     RESOLVED, that upon the SURC Merger, the Corporation shall be the surviving corporation and shall continue as a corporation organized and existing pursuant to the laws of the State of Delaware under the name “Dr Pepper Bottling Company of Texas”; and further

     RESOLVED, that following the SURC Merger, the corporate existence of the Corporation, with all of its purposes, powers and objects, shall continue unaffected and unimpaired by the SURC Merger, and as the surviving corporation, it shall, from and after the SURC Merger, possess all of the rights, privileges, immunities, powers and purposes of SURC, and all of the property (real, personal and intangible), causes of action and every other asset of SURC shall vest in the Corporation, and the Corporation shall assume all of the obligations and liabilities of SURC, all without further act or deed; and further

     RESOLVED, that the separate corporate existence of SURC shall cease upon the SURC Merger; and further

     RESOLVED, that each share of stock in the Corporation issued and outstanding immediately prior to the SURC Merger shall not be converted or exchanged in any manner and shall continue to represent one share of the surviving corporation; and further

     RESOLVED, that at the SURC Effective Time, each share of stock in SURC issued and outstanding immediately prior to the SURC Merger shall automatically, by virtue of the merger and without any action on the part of the holder thereof, be cancelled, retired, and cease to exist without payment of any consideration with respect thereto; and further

     RESOLVED, that, from and after the SURC Merger, the Certificate of Incorporation and the By-Laws of the Corporation, as in effect immediately prior to the SURC Merger, shall be those of the surviving corporation; and further

     RESOLVED, that the members of the Board of Directors and the officers of the Corporation immediately prior to the SURC Merger shall be the members of the Board of Directors and the officers, respectively, of the surviving corporation until successors are appointed in accordance with applicable law and the Certificate of Incorporation and the By-Laws of the surviving corporation; and further

     RESOLVED, that for U.S. Federal income tax purposes, the SURC Merger is intended to qualify as a tax-free liquidation under Section 332 of the Internal Revenue Code of 1986, as amended (the “Code”) and can qualify as a tax-free reorganization under Section 368 of the Code: and further

     RESOLVED, that each officer of the Corporation be, and each of them hereby is, authorized, empowered and directed to execute, acknowledge, file and report, in the name and on behalf of the Corporation, the Certificate of Ownership and Merger and those other agreements, instruments and documents as may be contemplated thereby and any amendments or supplements thereto, in such form and with any such changes, additions or deletions as any such officer shall

2

determine to be advisable and in the best interests of the Corporation, which determination shall be conclusively evidenced by such officer’s execution and delivery thereof; and further

     RESOLVED, that each officer of the Corporation be, and each of them hereby is, authorized, empowered and directed to execute and deliver in the name and on behalf of the Corporation, any agreements, instruments and documents and to do and perform all such acts and things as in their judgment, or in the judgment of any one of them, shall be deemed necessary or advisable in order to carry out, comply with, and effectuate the intent and purposes of the foregoing resolutions and any or all of the transactions contemplated therein or thereby, the authority thereof to be conclusively evidenced by the execution and delivery of such agreements, instruments and documents or the taking of such action; and further

     RESOLVED, that all acts and deeds heretofore done by any director or officer of the Corporation for and on behalf of the Corporation in entering into, executing, acknowledging or attesting any arrangements, agreements, instruments or documents, or in carrying out the terms and intention of the foregoing resolutions, are hereby adopted, ratified, approved and confirmed in all respects.

     FOURTH: The Corporation shall be the surviving corporation of the merger of SURC with and into the Corporation under the name “Dr Pepper Bottling Company of Texas”.

     FIFTH: The merger of SURC with and into the Corporation shall be effective as of 11:54 p.m. Eastern Time on May 31, 2008.

[Signature page follows.]

3

     IN WITNESS WHEREOF, the Corporation has caused this Certificate of Ownership and Merger to be executed by its duly authorized officer as of the date first written above.

DR PEPPER BOTTLING COMPANY OF TEXAS
By:	/s/ William M. Nelson
	Name:	William M. Nelson
	Title:	Senior Vice President & Secretary

[Signature Page to Certificate of Ownership and Merger]

EX-3.133

Exhibit 3.133

PAGE 1

State of Delaware

Office of the Secretary of State

     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF “SNAPPLE HOLDING CORP.”, FILED IN THIS OFFICE ON THE TENTH DAY OF DECEMBER, A.D. 1992, AT 1 O’CLOCK P.M.

		/s/ Edward J. Freel
		Edward J. Freel, Secretary of State
2286552     8100		AUTHENTICATION:	8453038
971147632		DATE:	05-06-97

      STATE OF DELAWARE
      SECRETARY OF STATE

DIVISION OF CORPORATIONS

     FILED 01:00 PM 12/10/1992

          712345009 – 2286552

RESTATED

CERTIFICATE OF INCORPORATION

OF

SNAPPLE HOLDING CORP.

     Snapple Holding Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY as follows:

     The date of filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware was January 29, 1992.

     The Board of Directors of the Corporation, at a meeting of the Board of Directors of the Corporation held on October 1, 1992, duly adopted resolutions setting forth the Amended and Restated Certificate of Incorporation herein contained, declaring its advisability and directing that such Amended and Restated Certificate of Incorporation be submitted to the holders of the issued and outstanding Common Stock, $.01 par value (“Common Stock”) for approval in accordance with the applicable provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware and the Corporation’s Amended and Restated Certificate of Incorporation, as previously amended. The Amended and Restated Certificate of Incorporation was duly adopted, after having been declared advisable by the Board of Directors of the Corporation, by

in excess of a majority of the outstanding shares of Common Stock, all in accordance with the applicable provisions of Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware and the Corporation’s Certificate of Incorporation.

     The text of the Amended and Restated Certificate of Incorporation of the Corporation, as restated and amended (herein called the “Restated Certificate of Incorporation”) shall read in its entirety as follows:

FIRST: The name of the Corporation shall be:

SNAPPLE HOLDING CORP.

     SECOND: The registered office of the Corporation in the State of Delaware is located at 1013 Centre Road, in the City of Wilmington, County of New Castle, 19805, and its registered agent at such address is Corporation Service Company.

     THIRD: The purpose or purposes of the Corporation shall be to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

     FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 41,000,000 shares, which shares shall be divided into two classes consisting of: (i) 40,000,000 shares of Common Stock (with $.01 par value per share) (“Common Stock”) and (ii) 1,000,000 shares of Preferred Stock (with $.01 par value per share) (“Blank Check Preferred Stock”).

     The designations and the powers, preferences and rights, and the qualifications, limitations or restrictions of the Common Stock and the Preferred Stock shall be as follows:

A. COMMON STOCK

     1. Voting Rights. Except as otherwise required by law or this Restated Certificate of Incorporation, each holder of Common Stock shall have one vote in respect of each share of

- 2 -

Common Stock held by him of record on the books of the Corporation for the election of directors and on all matters submitted to a vote of stockholders of the Corporation.

     2. Dividends. The holders of shares of Common Stock shall be entitled to receive, when and if declared by the Board of Directors, out of the assets of the Corporation which are by law available therefor, dividends payable either in cash, in property or in shares of capital stock, subject, however, to the limitations contained in Part B below.

     3. Dissolution. liquidation or Winding UP. After distribution in full of the preferential amount, if any, to be distributed to the holders of series of the Blank Check Preferred Stock (in accordance with the relative preferences among such series) in the event of involuntary liquidation, distribution, dissolution or winding-up, of the Corporation, the holders of the Common Stock shall be entitled to receive all of the remaining assets of the Corporation, tangible and intangible, or whatever kind available for distribution to stockholders, ratably in proportion to the number of shares of Common Stock held by them respectively.

B. BLANK CHECK PREFERRED STOCK.

     1. Issuance. Shares of Blank Check Preferred Stock may be issued from time to time in one or more series as may from time to time be determined by the Board of Directors, each of said series to be distinctly designated. All shares of any one series of the Blank Check Preferred Stock shall be alike in every particular, except that there may be different dates from which dividends, if any, thereon shall be cumulative, if made cumulative. The voting powers, if any, and the designations, relative preferences, participating, optional or other special rights or privileges of each such series, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding.

     2. Authority of the Board of Directors. The Board of Directors is authorized, subject to limitations prescribed by law and the provisions of this Article FOURTH, to provide for the issuance of the shares of the Blank Check Preferred Stock in series, and by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares to be included in each such series, and to fix in the resolution or resolutions providing for the issue of such stock adopted by the Board of Directors of the Corporation the voting powers, if any, and the designations, relative preferences, participating, optional or

- 3 -

other special rights or privileges, and the qualifications, limitations or restrictions of such series, including, but without limiting the generality of the foregoing, the following:

(a) The distinctive designation of, and the number of shares of the Blank Check Preferred Stock which shall constitute such series. The designation of a series of preferred stock need not include the words “preferred” or “preference” and may be designated “special” or other distinctive term. Unless otherwise provided in the resolution issuing such series, the number of shares of any series of the Blank Check Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the Board of Directors in the manner prescribed by law;

(b) The rate and times at which, and the terms and conditions upon which, dividends, if any, on the Blank Check Preferred Stock of such series shall be paid, the extent of the preference or relation, if any, of such dividends to the dividends payable on any other class or classes, or series of the same or other classes of stock and whether such dividends shall be cumulative or non-cumulative and, if cumulative, the date from which such dividends shall be cumulative;

(c) Whether the series shall be convertible into, or exchangeable for, at the option of the holders of the Blank Check Preferred Stock of such series or the Corporation or upon the happening of a specified event, shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation, and the terms and conditions of such conversion or exchange, including provisions for the adjustment of any such conversion rate in such events as the Board of Directors shall determine;

(d) whether or not the Blank Check Preferred Stock of such series shall be subject to redemption at the option of the Corporation or the holders of such series or upon the happening of a specified event, and the redemption price or prices and the time or times at which, and the terms and conditions upon which, the Blank Check Preferred Stock of such series may be redeemed;

(e) The rights, if any, of the holders of the Blank Check Preferred Stock of such series upon the

- 4 -

voluntary or involuntary liquidation, merger, consolidation, distribution or sale of assets, dissolution or winding-up, of the Corporation;

(f) The terms of the sinking fund or redemption or purchase account, if any, to be provided for the Blank Check Preferred Stock of such series; and

(g) Subject to subparagraph 5 of Paragraph C hereof, whether such series of the Blank Check Preferred Stock shall have full, limited or no voting powers including, without limiting the generality of the foregoing, whether such series shall have the right, voting as a series by itself or together with other series of the Blank Check Preferred Stock or all series of the Blank Check Preferred Stock as a class, to elect one or more directors of the Corporation if there shall have been a default in the payment of dividends on any one or more series of the Blank Check Preferred Stock or under such other circumstances and on such conditions as the Board of Directors may determine.

C. OTHER PROVISIONS.

     1. No holder of any of the shares of any class or series of stock or of options, warrants or other rights to purchase shares of any class or series of stock or of other securities of the Corporation shall have any preemptive right to purchase or subscribe for any unissued stock of any class or series or any additional shares of any class or series to be issued by reason of any increase of the authorized capital stock of the Corporation of any class or series, or bonds, certificates of indebtedness, debentures or other securities convertible into or exchangeable for stock of the Corporation of any class or series, or carrying any right to purchase stock of any class or series, but any such unissued stock, additional authorized issue of shares of any class or series of stock or securities convertible into or exchangeable for stock, or carrying any right to purchase stock, may be issued and disposed of pursuant to resolution of the Board of Directors to such persons, firms, corporations or associations (including such holders or others) and upon such terms as may be deemed advisable by the Board of Directors in the exercise of its sole discretion.

     2. The relative powers, preferences and rights of each series of the Blank Check Preferred Stock in relation to the powers, preferences and rights of each other series of the Blank Check Preferred Stock shall, in each case, be as fixed from time to time by the Board of Directors in the resolution

- 5 -

or resolutions adopted pursuant to authority granted in Paragraph B hereof. The consent, by class or series vote or otherwise, of the holders of such of the series of the Blank Check Preferred Stock as are from time to time outstanding shall not be required for the issuance by the Board of Directors of any other series of the Blank Check Preferred Stock whether or not the powers, preferences and rights of such other series shall be fixed by the Board of Directors as senior to, or on a parity with, the powers, preferences and rights of such outstanding series, or any of them; provided, however, that the Board of Directors may provide in the resolution or resolutions as to any series of the Blank Check Preferred Stock adopted pursuant to Paragraph B hereof, the conditions, if any, under which the consent of the holders of a majority (or such greater proportion as shall be fixed therein) of the outstanding shares of such series shall be required for the issuance of any or all other series of the Blank Check Preferred Stock.

     3. Subject to the provisions of subparagraph 2 of this Paragraph C, shares of any series of the Blank Check Preferred Stock may be issued from time to time as the Board of Directors of the Corporation shall determine and on such terms and for such consideration as shall be fixed by the Board of Directors.

     4. Shares of authorized Common Stock may be issued from time to time as the Board of Directors of the Corporation shall determine and on such terms and for such consideration as shall be fixed by the Board of Directors.

     5. The number of authorized shares of Common Stock and of the Blank Check Preferred Stock, without a class or series vote, may be increased or decreased from time to time (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote thereon.

     FIFTH:

     A. Number, Election and Terms of Directors. The number of directors shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by the Board of Directors. The Directors of the Corporation shall be divided into three classes: Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the whole number of the Board of Directors. If the Board of Directors is not evenly divisible by three, the Board of Directors shall determine the number of Directors to be elected to each class. The initial members of Class I shall be Arnold Greenberg, Raymond Rudy and C. Hunter Boll and they shall hold office for a term to expire at the Annual Meeting of the Stockholders to be held in 1993; the initial members of

- 6 -

Class II shall be Leonard Marsh and John W. Childs and they shall hold office for a term to expire at the Annual Meeting of the Stockholders to be held in 1994; and the initial members of Class III shall be Hyman Golden and Thomas H. Lee and they shall hold office for a term to expire at the Annual Meeting of the Stockholders to be held in 1995, and in the case of each class, until their respective successors are duly elected and qualified. At each annual election held commencing with the annual election in 1993, the Directors elected to succeed those whose terms expire shall be identified as being of the same class as the Directors they succeed and shall be elected to hold office for a term to expire at the third Annual Meeting of the Stockholders after their election, and until their respective successors are duly elected and qualified. If the number of Directors changes, any increase or decrease in Directors shall be apportioned among the classes so as to maintain all classes as equal in number as possible, and any additional Director elected to any class shall hold office for a term which shall coincide with the terms of the other Directors in such class and until his successor is duly elected and qualified.

     B. Removal. Any Director or the entire Board of Directors may be removed with or without cause by the holders of a majority of the shares then entitled to vote at an election of Directors, or a majority vote of the Board of Directors.

     C. Amendment, Repeal or Alteration. Notwithstanding any other provisions of the Restated Certificate of incorporation or the Restated By-Laws of the Corporation or the fact that a lesser percentage may be specified by law, the affirmative vote of the holders of greater than fifty percent ( 50% ) of the combined voting power of the outstanding stock of the Corporation entitled to vote generally in the election of Directors, voting together as a single class, shall be required to amend, alter, adopt any provision inconsistent with or to repeal this Article FIFTH.

     SIXTH: The Corporation hereby affirmatively elects in this Restated Certificate of Incorporation to be governed by Section 203 of the General Corporation Law of Delaware.

     SEVENTH: Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or of any creditor or stockholder thereof or on

- 7 -

the application of any receiver or receivers appointed for the Corporation under the provisions of section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation under the provisions of section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of the Corporation, as the case may be, and also on the Corporation.

     EIGHTH: No director shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director notwithstanding any provision of law imposing such liability; provided that, to the extent provided by applicable law, this provision shall not eliminate the liability of a director (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

     NINTH: In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware.

     A. The Board of Directors of the Corporation is expressly authorized to adopt, amend, or repeal the By-laws of the Corporation.

     B. Elections of directors need not be by written ballot unless the By-laws of the Corporation shall so provide.

     C. The books of the Corporation may be kept at such place within or without the State of Delaware as the By-laws of the

- 8 -

Corporation may provide or as may be designated from time to time by the Board of Directors of the Corporation.

     TENTH: Except as otherwise stated elsewhere in this Restated Certificate of Incorporation, the Corporation reserves the right to amend or repeal any provision contained in this Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon a stockholder herein are granted subject to this reservation.

     ELEVENTH: The Corporation is to have perpetual existence.

[Remainder of Page Intentionally Left Blank]

- 9 -

     IN WITNESS WHEREOF, Snapple Holding Corp. has caused its corporate seal to be hereunto affixed and this Restated Certificate of Incorporation to be signed by C. Hunter Boll, its Vice President, who hereby acknowledges under penalties of perjury that the facts herein stated are true and that this Restated Certificate of Incorporation is his act and deed, and attested by Steven M. Peck its Assistant Secretary, as of the 10th day of December, 1992.

Snapple Holding Corp.
By:	/s/ C. Hunter Boll
	Name:	C. Hunter Boll
	Title:	Vice President

ATTEST:

By:	/s/ Steven M. Peck
	Name: Steven M. Peck
	Title: Assistant Secretary

[SEAL]

- 10 -

EX-3.134

Exhibit 3.134

PAGE 1

State of Delaware

Office of the Secretary of State

     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “SNAPPLE HOLDING CORP.”, FILED IN THIS OFFICE ON THE THIRTIETH DAY OF MARCH, A.D. 1992, AT 9 O’CLOCK A.M.

		/s/ Edward J. Freel
		Edward J. Freel, Secretary of State
2286552    8100		AUTHENTICATION:	8453037
971147632		DATE:	05-06-97

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 03/30/1992
712090020 – 2286552

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

OF

SNAPPLE HOLDING CORP.

Pursuant to Section 242

of the Corporation Law of the

State of Delaware

     SNAPPLE HOLDING CORP. (hereinafter called the “Corporation”), organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

     FIRST: That the Sole Director of the Corporation, acting by written consent in accordance with Section 141(f) of the General Corporation Law of the State of Delaware, adopted a resolution setting forth a proposed amendment to the Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and authorizing the submission of said amendment to the Stockholders of the Corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED: That this Board of Directors deems it advisable that Article FOURTH of the Certificate of Incorporation be amended by deleting said Article FOURTH in its entirety and replacing

said Article with the following language; and that the President promptly submit to the stockholders of the Corporation for action by written consent, a resolution to approve such amendment.

The total number of shares of stock which this corporation is authorized to issue is:

1,300,000 shares of $.01 par value common stock.

     SECOND: That thereafter, the Sole Stockholder of the said Corporation, acting by written consent in accordance with Section 228 of the General Corporation Law of the State of Delaware, approved said amendment.

     THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its President and attested by its Assistant Secretary this 30th day of March, 1992.

SNAPPLE HOLDING CORP.
By:	/s/ John W. Childs
	John W. Childs, President

ATTEST:

/s/ Steven M. Peck                    
Steven M. Peck,
Assistant Secretary

4416s

- 2 -

EX-3.135

Exhibit 3.135

State of Delaware

Office of the Secretary of State

     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF OWNERSHIP, WHICH MERGES:

     “SNAPPLE BEVERAGE CORP.”, A DELAWARE CORPORATION, WITH AND INTO “SNAPPLE HOLDING CORP.” UNDER THE NAME OF “SNAPPLE BEVERAGE CORP.”, A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE TWENTY-FIRST OF DECEMBER, A.D. 1992, AT 9 O’CLOCK A.M.

		/s/ Edward J. Freel
		Edward J. Freel, Secretary of State
2286552    8100M		AUTHENTICATION:	8453039
971147632		DATE:	05-05-97

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 12/21/1992
923565138 – 2286552

CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
SNAPPLE BEVERAGE CORP.
INTO
SNAPPLE HOLDING CORP.
(PURSUANT TO SECTION 253 OF THE GENERAL
CORPORATION LAW OF DELAWARE)

     Snapple Holding Corp., a Delaware corporation (the “Corporation”) does hereby certify:

     FIRST: That the Corporation is incorporated pursuant to the General Corporation Law of the State of Delaware.

     SECOND: That the Corporation owns all of the outstanding shares of each class of the capital stock of Snapple Beverage Corp., a Delaware corporation.

     THIRD: That the Corporation, by the following resolutions of its Board of Directors, duly adopted on the 10th day of December, 1992, determined to merge into itself Snapple Beverage Corp. on the conditions set forth in such resolutions:

     WHEREAS, this Board of Directors has previously determined that it is in the best interest of the Corporation to raise additional equity capital pursuant to a public offering (the “Offering”) of up to 4,400,000 shares of the Corporation’s Common Stock, $.01 par value per share (“Common Stock”);

RESOLVED:

That, simultaneously with the consummation of the Offering, the Corporation merge into itself its wholly-owned subsidiary, Snapple Beverage Corp., and assume all said subsidiary’s liabilities and obligations; and that this Corporation change its name to “Snapple Beverage Corp.” at the effective time of the merger.

FURTHER RESOLVED:

That the president or any vice president and the secretary or any assistant secretary of this Corporation he and they hereby are directed to make, execute and acknowledge a Certificate of Ownership and Merger setting forth a copy of the resolution to merge said Snapple Beverage Corp. into this Corporation and to assume said subsidiary’s liabilities and obligations and that the Corporation change its name to “Snapple Beverage Corp.” at the effective time of the merger and the date of adoption thereof and to file the same in the office of the Secretary of State of the State of Delaware and a certified copy thereof in the office of the Recorder of Deeds of Newcastle.

     IN WITNESS WHEREOF, said Snapple Holding Corp. has caused its corporate seal to be affixed and this certificate to be signed by C. Hunter Boll, its Vice President, and attested by Steven M. Peck, its Assistant Secretary, this 21st day of December, 1992.

SNAPPLE HOLDING CORP.
By:	/s/ C. Hunter Boll C. Hunter Boll
	Vice President

ATTEST:

By: /s/ Steven M. Peck        Steven M. Peck

       Assistant Secretary

8603s

- 2 -

EX-3.136

Exhibit 3.136

PAGE 1

Delaware

The first State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “SNAPPLE BEVERAGE CORP.”, FILED IN THIS OFFICE ON THE TWENTY-SECOND DAY OF APRIL, A.D. 2008, AT 10:58 O’CLOCK A.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

		/s/ Harriet Smith Windsor
2286552 8100		Harriet Smith Windsor, Secretary of State
080456345		AUTHENTICATION:	6541212
		DATE:	04-23-08

You may verify this certificate online
at corp. delaware.gov/authver.shtml

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:09 AM 04/22/2008

FILED 10:58 AM 04/22/2008

SRV 080456345 – 2286552 FILE

CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

OF

SNAPPLE BEVERAGE CORP.

          Snapple Beverage Corp., a Delaware corporation (the “Corporation”), hereby certifies that the amendment set forth below to the Corporation’s Restated Certificate of Incorporation was duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware:

FIRST: Article FIFTH is amended to read in its entirety as follows:

     “FIFTH:

     A. Number, Election and Term of Directors. The number of directors shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by the Board of Directors.

     B. Removal. Any Director or the entire Board of Directors may be removed with or without cause by the holders of a majority of the shares then entitled to vote at an election of Directors, or a majority vote of the Board of Directors.”

          IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by its duly authorized officer, on this 21st day of April, 2008.

SNAPPLE BEVERAGE CORP.
By:	/s/ James L. Baldwin
Name:	James L. Baldwin
Office:	Executive Vice President & Secretary

EX-3.137

Exhibit 3.137

AMENDED AND RESTATED

BY-LAWS

OF

Snapple Beverage Corp.

(A Delaware Corporation)

Effective Date: December 10, 1992

AMENDED AND RESTATED

BY-LAWS

OF

Snapple Beverage Corp.

(A Delaware Corporation)

Article 1. Certificate of Incorporation	1
Section 1.1 Contents	1
Section 1.2 Certificate in Effect	1
Article 2. Meetings of Stockholders	1
Section 2.1 Place	1
Section 2.2 Annual Meeting	2
Section 2.3 Notice of Stockholder Business	4
Section 2.4 Special Meeting	4
Section 2.5 Notice of Meetings	4
Section 2.6 Affidavit of Notice	4
Section 2.7 Quorum	5
Section 2.8 Voting Requirements	5
Section 2.9 Proxies and Voting	6
Section 2.10 Action Without Meeting	6
Section 2.11 Stockholder List	6
Section 2.12 Record Date	7
Article 3. Directors	9
Section 3.1 Number; Election and Term of Office	9
Section 3.2 Duties	10
Section 3.3 Compensation	10
Section 3.4 Reliance on Books	10
Article 4. Meetings of the Board of Directors	11
Section 4.1 Place	11
Section 4.2 Annual Meeting	11
Section 4.3 Regular Meetings	11
Section 4.4 Special Meetings	11
Section 4.5 Quorum	12
Section 4.6 Action Without Meeting	12
Section 4.7 Telephone Meetings	12

- (i) -

Article 5. Committees of Directors	13
Section 5.1 Designation	13
Section 5.2 Records of Meetings	14
Article 6. Notices	14
Section 6.1 Method of Giving Notice	14
Section 6.2 Waiver	15
Article 7. Officers	15
Section 7.1 In General	15
Section 7.2 Election of President, Secretary and Treasurer	16
Section 7.3 Election of Other Officers	16
Section 7.4 Salaries	16
Section 7.5 Term of Office	16
Section 7.6 Duties of President and Chairman of the Board	16
Section 7.7 Duties of Vice President	17
Section 7.8 Duties of Secretary	18
Section 7.9 Duties of Assistant Secretary	18
Section 7.10 Duties of Treasurer	19
Section 7.11 Duties of Assistant Treasurer	19
Article 8. Resignations, Removals and Vacancies	20
Section 8.1 Directors	20
Section 8.2 Officers	21
Article 9. Certificate of Stock	22
Section 9.1 Issuance of Stock	22
Section 9.2 Right to Certificate; Form	22
Section 9.3 Facsimile Signature	23
Section 9.4 Lost Certificates	23
Section 9.5 Transfer of Stock	24
Section 9.6 Registered Stockholders	24
Article 10. Indemnification	24
Section 10.1 Third Party Actions	24
Section 10.2 Derivative Actions	25
Section 10.3 Expenses	26
Section 10.4 Authorization	27
Section 10.5 Advance Payment of Expenses	27
Section 10.6 Non-Exclusiveness	28
Section 10.7 Insurance	28
Section 10.8 Constituent Corporations	29
Section 10.9 Additional Indemnification	29

- (ii) -

Article 11. Execution of Papers	29
Article 12. Fiscal Year	30
Article 13. Seal	30
Article 14. Offices	30
Article 15. Amendments	30

- (iii) -

SNAPPLE BEVERAGE CORP.

AMENDED AND RESTATED BY-LAWS

ARTICLE 1

CERTIFICATE OF INCORPORATION

     Section 1.1 Contents. The name, location of principal office and purposes of the Corporation shall be as set forth in its Certificate of Incorporation. These By-Laws, the powers of the Corporation and of its Directors and stockholders, and all matters concerning the conduct and regulation of the business of the Corporation shall be subject to such provisions in regard thereto, if any, as are set forth in said Certificate of Incorporation. The Certificate of Incorporation is hereby made a part of these By-Laws.

     Section 1.2 Certificate in Effect. All references in these By-Laws to the Certificate of Incorporation shall be construed to mean the Certificate of Incorporation of the Corporation as from time to time amended, including (unless the context shall otherwise require) all certificates and any agreement of consolidation or merger filed pursuant to the Delaware General Corporation Law, as amended.

ARTICLE 2

MEETINGS OF STOCKHOLDERS

     Section 2.1 Place. All meetings of the stockholders may be held at such place either within or without the State of Delaware as shall be designated from time to time by the Board

of Directors, the Chairman of the Board of Directors or the President and stated in the notice of the meeting or in any duly executed waiver of notice thereof.

     Section 2.2 Annual Meeting. Annual meetings of stock holders, shall be held on the 2nd Tuesday of April in each year, if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 A.M., or at such other date and time as shall be designated from time to time by the Board of Directors, the Chairman of the Board of Directors or the President and stated in the notice of the meeting. If such annual meeting has not been held on the day herein provided therefor, a special meeting of the stockholders in lieu of the annual meeting may be held, and any business transacted or elections held at such special meeting shall have the same effect as if transacted or held at the annual meeting, and in such case all references in these By-Laws, except in this Section 2.2, to the annual meeting of the stockholders shall be deemed to refer to such special meeting.

     Section 2.3 Notice of Stockholder Business. To be properly brought before the meeting, business must be of a nature that is appropriate for consideration at an Annual Meeting and must be (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, or (ii) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (iii) otherwise properly brought before the meeting by a

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stockholder. In addition to any other applicable requirements, for business to be properly brought before the Annual Meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, each such notice must be given either by personal delivery or by United States mail, postage prepaid, to the Secretary of the Corporation not later than (1) with respect to a matter to be brought before an Annual Meeting of Stockholders or a Special Meeting in Lieu of an Annual Meeting, sixty (60) days prior to the date set forth in the By-Laws for the Annual Meeting and (2) with respect to a matter to be brought before a Special Meeting of the Stockholders not in lieu of an Annual Meeting, the close of business on the tenth day following the date on which notice of such meeting is first given to stockholders. The notice shall set forth (i) information concerning the stockholder, including his or her name and address, (ii) a representation that the stockholder is entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to present the matter specified in the notice, and (iii) such other information as would be required to be included in a proxy statement soliciting proxies for the presentation of such matter to the meeting.

     Notwithstanding anything in these By-Laws to the contrary, no business shall be transacted at the Annual Meeting except in

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accordance with the procedures set forth in this section; provided, however, that nothing in this section shall be deemed to preclude discussion by any stockholder of any business properly brought before the Annual Meeting in accordance with these By-Laws.

     Section 2.4 Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the President, the Chairman of the Board, or by the Board of Directors.

     Section 2.5 Notice of Meetings. A written notice of all meetings of stockholders stating the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the special meeting is called, shall be given to each stockholder entitled to vote at such meeting. Except as otherwise provided by law, such notice shall be given not less than ten nor more than sixty days before the date of the meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

     Section 2.6 Affidavit of Notice. An affidavit of the Secretary or an Assistant Secretary or the transfer agent of the Corporation that notice of a stockholders meeting has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

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     Section 2.7 Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented by proxy at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, except as hereinafter provided, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

     Section 2.8 Voting Requirements. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of any applicable statute or of the Certificate of Incorporation,

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a different vote is required in which case such express provision shall govern and control the decision of such question.

     Section 2.9 Proxies and Voting. Unless otherwise provided in the Certificate of Incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period. Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held, and persons whose stock is pledged shall be entitled to vote the pledged shares, unless in the transfer by the pledgor on the books of the Corporation he shall have expressly empowered the Pledgee to vote said shares, in which case only the pledgee, or his proxy, may represent and vote such shares. Shares of the capital stock of the Corporation owned by the Corporation shall not be voted, directly or indirectly.

     Section 2.10 Action Without Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporation or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, may be signed by the holders of outstanding

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stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting in which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Such consents shall be treated for all purposes as a vote at the meeting.

     Section 2.11 Stockholder List. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. The original or duplicate stock ledger shall be the only evidence as to who are the stockholders entitled to examine such list, the stock ledger or

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the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

     Section 2.12 Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

     If no record date is fixed by the Board of Directors:

          (a) The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

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          (b) The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed.

          (c) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

ARTICLE 3

DIRECTORS

     Section 3.1 Number; Election and Term of Office. There shall be a Board of Directors of the Corporation consisting of not less than one member, the number of members to be determined by resolution of the Board of Directors, unless the Certificate of Incorporation fixes the number of Directors, in which case a change in the number of Directors shall be made only by amendment of the Certificate. The Board of Directors shall be divided into such classes for such terms as are provided for in the Certificate of Incorporation. Subject to any limitation which may be contained within the Certificate of Incorporation, the number of the Board of Directors may be increased at any time by vote of a majority of the Directors then in office. The Directors shall be elected at the annual meeting of the stockholders at which the term of office of the class to which they have been elected expires, except as

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provided in paragraph (c) of Section 8.1, and each Director elected shall hold office until his successor is elected and qualified or until his earlier resignation or removal. Directors need not be stockholders.

     Section 3.2 Duties. The business of the Corporation shall be managed by or under the direction of its Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders.

     Section 3.3 Compensation. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, the Board of Directors shall have the authority to fix the compensation of Directors. The Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as Directors. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

     Section 3.4 Reliance on Books. A member of the Board of Directors or a member of any committee designated by the Board of Directors shall, in the performance of his duties, be fully protected in relying in good faith upon the books of account or reports made to the Corporation by any of its officers, or by

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an independent certified public accountant, or by an appraiser selected with reasonable care by the Board of Directors or by any committee, or in relying in good faith upon other records of the Corporation.

ARTICLE 4

MEETINGS OF THE BOARD OF DIRECTORS

     Section 4.1 Place. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware.

     Section 4.2 Annual Meeting. The first meeting of each newly elected Board of Directors shall be held immediately following the annual meeting of stockholders or any special meeting held in lieu thereof, and no notice of such meeting shall be necessary to the newly elected Directors in order legally to constitute the meeting.

     Section 4.3 Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board.

     Section 4.4 Special Meetings. Special meetings of the Board may be called by the President on two days’ notice to each Director either personally or by mail or by telegram; special meetings shall be called by the President or Secretary in like manner and on Like notice on the written request of two Directors unless the Board consists of only one Director, in which case special meetings shall be called by the President or

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Secretary in like manner and on like notice on the written request of the sole Director.

     Section 4.5 Quorum. At all meetings of the Board a majority of the Directors then in office shall constitute a quorum for the transaction of business and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation. If a quorum shall not be Present at any meeting of the Board of Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

     Section 4.6 Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

     Section 4.7 Telephone Meetings. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means

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of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

ARTICLE 5

COMMITTEES OF DIRECTORS

     Section 5.1 Designation.

          (a) The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the Directors of the Corporation. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

          (b) In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

          (c) Any such committee, to the extent provided in the resolution of the Board of Directors designating the committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it;

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but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the By-Laws of the Corporation; and, unless the resolution or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

     Section 5.2 Records of Meetings. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

ARTICLE 6

NOTICES

     Section 6.1 Method of Giving Notice. Whenever, under any provision of the law or of the Certificate of Incorporation or of these By-Laws, notice is required to be given to any Director or stockholder, such notice shall be given in writing by the Secretary or the person or persons calling the meeting by leaving such notice with such Director or stockholder at his residence or usual place of business or by mailing it addressed

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to such Director or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to Directors may also be given by telegram.

     Section 6.2 Waiver. Whenever any notice is required to be given under any provision of law or of the Certificate of Incorporation or of these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends the meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE 7

OFFICERS

     Section 7.1 In General. The officers of the Corporation shall be chosen by the Board of Directors and shall include a President, a Secretary and a Treasurer. The Board of Directors may also choose a Chairman of the Board, one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers. Any number of offices may be held by the same person, unless the Certificate of Incorporation or these By-Laws otherwise provide.

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     Section 7.2 Election of President, Secretary and Treasurer. The Board of Directors at its first meeting after each annual meeting of stockholders shall choose a President, a Secretary and a Treasurer.

     Section 7.3 Election of Other Officers. The Board of Directors may appoint such other officers and agents as it shall deem appropriate who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

     Section 7.4 Salaries. The salaries of all officers and agents of the Corporation may be fixed by the Board of Directors.

     Section 7.5 Term of Office. The officers of the Corporation shall hold office until their successors are chosen and qualify or until their earlier resignation or removal. Any officer elected or appointed by the Board of Directors may be removed at any time in the manner specified in Section 8.2.

     Section 7.6 Duties of President and Chairman of the Board. The President shall be the chief executive officer of the Corporation, shall preside at all meetings of the stockholders and, if he is a Director, at all meetings of the Board of Directors if there shall be no Chairman of the Board or in the absence of the Chairman of the Board, shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President

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shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation. The Chairman of the Board, if any, shall make his counsel available to the other officers of the Corporation, shall be authorized to sign stock certificates on behalf of the Corporation, shall preside at all meetings of the Directors at which he is present, and, in the absence of the President at all meetings of the stockholders, and shall have such other duties and powers as may from time to time be conferred upon him by the Directors.

     Section 7.7 Duties of Vice President. In the absence of the President or in the event of his inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the President not otherwise conferred upon the Chairman of the Board, if any, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

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     Section 7.8 Duties of Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, except as otherwise provided in these By-Laws, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be. He shall have charge of the stock ledger (which may, however, be kept by any transfer agent or agents of the Corporation under his direction) and of the corporate seal of the Corporation.

     Section 7.9 Duties of Assistant Secretary. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

     Section 7.10 Duties of Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and

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disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all of his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of this office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

     Section 7.11 Duties of Assistant Treasurer. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall

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perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

ARTICLE 8

RESIGNATIONS, REMOVALS AND VACANCIES

      Section 8.1 Directors.

          (a) Resignations. Any Director may resign at any time by giving written notice to the Board of Directors or the President or the Secretary. Such resignation shall take effect at the time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

          (b) Removals. Subject to any provisions of the Certificate of Incorporation, any Director or the entire Board of Directors may be removed with or without cause, at any meeting called for the purpose, by vote of the holders of a majority of the shares entitled to vote for the election of Directors, or a majority vote of the Board of Directors. This Section 8.1(b) may not be altered, amended or repealed except by the holders of a majority of the shares of stock issued and outstanding and entitled to vote for the election of the Directors.

          (c) Vacancies. Vacancies occurring in the office of Director and newly created Directorships resulting from any increase in the authorized number of Directors shall be filled by a majority of the Directors then in office, though less than a quorum, unless previously filled by the stockholders entitled

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to vote for the election of Directors, and the Directors so chosen shall hold office subject to the By-Laws until the next annual meeting of Stockholders at which the term of office of the class to which they have been elected expires and until their successors are duly elected and qualify or until their earlier resignation or removal. If there are no Directors in office, then an election of Directors may be held in the manner provided by statute.

     Section 8.2 Officers. Any officer may resign at any time by giving written notice to the Board of Directors or the President or the Secretary. Such resignation shall take effect at the time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The Board of Directors may, at any meeting called for the purpose, by vote of a majority of their entire number, remove from office any officer of the Corporation or any member of a committee, with or without cause. Any vacancy occurring in the office of President, Secretary or Treasurer shall be filled by the Board of Directors and the officers so chosen shall hold office subject to the By-Laws for the unexpired term in respect of which the vacancy occurred and until their successors shall be elected and qualify or until their earlier resignation or removal.

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ARTICLE 9

CERTIFICATE OF STOCK

     Section 9.1 Issuance of Stock. The Directors may, at any time and from time to time, if all of the shares of capital stock which the Corporation is authorized by its Certificate of Incorporation to issue have not been issued, subscribed for, or otherwise committed to be issued, issue or take subscriptions for additional shares of its capital stock up to the amount authorized in its Certificate of Incorporation. Such stock shall be issued and the consideration paid therefor in the manner prescribed by law.

     Section 9.2 Right to Certificate; Form. Every holder of stock in the Corporation shall be entitled to have a certificate, signed by, or in the name of the Corporation by, the Chairman of the Board, the President or a Vice President and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation; provided that the Directors may provide by one or more resolutions that some or all of any or all classes or series of the Corporation’s stock shall be uncertified shares. Certificates may be issued for partly paid shares and in such case upon the face or back of the certificates issued to represent any such partly paid shares, the total amount of the consideration to be paid therefor, and the amount paid thereon shall be specified.

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     Section 9.3 Facsimile Signature. Any of or all the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

     Section 9.4 Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

     Section 9.5 Transfer of Stock. Upon surrender to the Corporation or the transfer agent of the Corporation of a

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certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

     Section 9.6 Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE 10

INDEMNIFICATION

     Section 10.1 Third Party Actions. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership,

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joint venture, trust or other enterprise, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

     Section 10.2 Derivative Actions. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by

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him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

     Section 10.3 Expenses. To the extent that a Director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 10.1 and 10.2, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

     Section 10.4 Authorization. Any indemnification under Sections 10.1 and 10.2 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director, officer, employee or agent is proper in the circumstances

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because he has met the applicable standard of conduct set forth in Sections 10.1 and 10.2. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion, or (c) by the stockholders.

     Section 10.5 Advance Payment of Expenses. Expenses incurred by an officer or Director in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of such officer or Director to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this Article 10. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate.

     Section 10.6 Non-Exclusiveness. The indemnification provided by this Article 10 shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement, vote of stockholders or disinterested Directors or otherwise, both as to action in his official capacity and as to action in another capacity while

- 27 -

holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

     Section 10.7 Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article 10.

     Section 10.8 Constituent Corporations. The Corporation shall have power to indemnify any person who is or was a director, officer, employee or agent of a constituent corporation absorbed in a consolidation or merger with this Corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, in the same manner as hereinabove provided for any person who is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of

- 28 -

another corporation, partnership, joint venture, trust or other enterprise.

     Section 10.9 Additional Indemnification. In addition to the foregoing provisions of this Article 10, the Corporation shall have the power, to the full extent provided by law, to indemnify any person for any act or omission of such person against all loss, cost, damage and expense (including attorney’s fees) if such person is determined (in the manner prescribed in Section 10.4 hereof) to have acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interest of the Corporation.

ARTICLE 11

EXECUTION OF PAPERS

     Except as otherwise provided in these By-Laws or as the Board of Directors may generally or in particular cases otherwise determine, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts and other instruments authorized to be executed on behalf of the Corporation shall be executed by the President or the Treasurer.

ARTICLE 12

FISCAL YEAR

     The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

ARTICLE 13

SEAL

     The Corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the word

- 29 -

“Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE 14

OFFICES

     In addition to its principal office, the Corporation may have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE 15

AMENDMENTS

     Except as otherwise provided herein, these By-Laws may be altered, amended or repealed or new By-Laws may be adopted by the stockholders or by the Board of Directors, when such power is conferred upon the Board of Directors by the Certificate of Incorporation, at any regular meeting of the stockholders or of the Board of Directors, or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new By-Laws is contained in the notice of such special meeting, or by the written consent of a majority in interest of the outstanding voting stock of the Corporation or by the unanimous written consent of the Directors. If the power to adopt, amend or repeal by-laws is conferred upon the Board of Directors by the Certificate of Incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal by-laws.

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EX-3.138

Exhibit 3.138

PAGE 1

State of Delaware

Office of the Secretary of State

     I, WILLIAM T. QUILLEN, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “SNAPPLE DISTRIBUTION CORP.” FILED IN THIS OFFICE ON THE TWENTY-FIFTH DAY OF JUNE, A.D. 1993, AT 9 O’CLOCK A.M.

     A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO NEW CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.

* * * * * * * * * *

		/s/ William T. Quillen
		William T. Quillen. Secretary of State
		AUTHENTICATION:	*3953447
713176003		DATE:	06/25/1993

CERTIFICATE OF INCORPORATION

OF

SNAPPLE DISTRIBUTION CORP.

A Delaware Corporation

     FIRST: The name of this corporation shall be:

SNAPPLE DISTRIBUTION CORP.

     SECOND: Its registered office in the State of Delaware is to be located at 1013 Centre Road, in the City of Wilmington, County of New Castle, 19805, and its registered agent at such address is CORPORATION SERVICE COMPANY.

     THIRD: The purpose or purposes of the corporation shall be:

     To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

     FOURTH: The total number of shares of stock which this corporation is authorized to issue is:

     3,000 shares of common stock with a par value of $.01 per share.

     FIFTH: The name and mailing address of the sole incorporator is as follows:

NAME	MAILING ADDRESS
Steven M. Peck	c/o Hutchins, Wheeler & Dittmar 101 Federal Street Boston, MA 02110

     The name and mailing address of the person who is to serve as a director until the first annual meeting of the stockholders or until a successor is elected and qualified is as follows:

NAME	MAILING ADDRESS
C. Hunter Boll	c/o Thomas H. Lee Company 75 State Street Boston, MA 02109

     SIXTH: In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware:

A.

The board of directors of the corporation is expressly authorized to adopt, amend, or repeal the by-laws of the corporation.

B.

Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide.

C.

The books of the corporation may be kept at such place within or without the State of Delaware as the by-laws of the corporation may provide or as may be designated from time to time by the board of directors of the corporation.

     SEVENTH: The corporation hereby elects in this original certificate of incorporation not to be governed by Section 203 of the General Corporation Law of Delaware.

     EIGHTH: Except as stated in Article Tenth of this certificate of incorporation, the corporation reserves the right to amend or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon a stockholder herein are granted subject to this reservation.

     NINTH: No director shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director notwithstanding any provision of law imposing such liability; provided, however, that, to the extent provided by applicable law, this provision shall not eliminate the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

- 2 -

     IN WITNESS WHEREOF, the undersigned, being the incorporates hereinbefore named, has executed, signed, and acknowledged this certificate of incorporation this 25th day of June, 1993.

/s/ Steven M. Peck  

Steven M. Peck, Incorporator

8569h

- 3 -

EX-3.139

Exhibit 3.139

PAGE 1

State of Delaware

Office of the Secretary of State

     I, WILLIAM T. QUILLEN, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF OWNERSHIP OF SNAPPLE OF DISTRIBUTION CORP., A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, MERGING MR. NATURAL, INC. A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF NEW YORK, PURSUANT TO SECTION 253 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE THIRTY-FIRST DAY OF DECEMBER, A.D. 1993, AT 9 O’CLOCK A.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CORPORATION SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE.

     A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO NEW CASTLE COUNTY RECORDER OF DEEDS ON THE THIRTY-FIRST DAY OF DECEMBER, A.D. 1993 FOR RECORDING.

* * * * * * * * * *

		/s/ William T. Quillen
		William T. Quillen, Secretary of State
		AUTHENTICATION:	*4223881
933655286		DATE:	12/31/1993

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 12/31/1993

933655286 – 2341593

CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
MR. NATURAL, INC.
INTO
SNAPPLE DISTRIBUTION CORP.
(PURSUANT TO SECTION 253 OF THE GENERAL
CORPORATION LAW OF DELAWARE)

     Snapple Distribution Corp., a Delaware corporation (the “Corporation”) does hereby certify:

     FIRST: That the Corporation is incorporated pursuant to the General Corporation Law of the State of Delaware.

     SECOND: That the Corporation owns all the outstanding shares of each class of the capital stock of Mr. Natural, Inc., a New York corporation.

     THIRD: That the Corporation, by the following resolutions of its Board of Directors, duly adopted on the 30th day of December, 1993, determined to merge into itself Mr. Natural, Inc. on the conditions set forth in such resolutions:

RESOLVED:	That, effective at 12:00 a.m. midnight on January 1, 1994, the Corporation merge into itself its wholly-owned subsidiary, Mr. Natural, Inc., and assume all said subsidiary’s liabilities and obligations; and that this Corporation change its name to “Mr. Natural, Inc.” at the effective time of the merger.
FURTHER
RESOLVED:	That the president or any vice president and the secretary or any assistant secretary of this Corporation be and they hereby are directed to make, execute and acknowledge a Certificate of Ownership and Merger setting forth a copy of the resolution to merge said Mr. Natural, Inc. into this Corporation and to assume said subsidiary’s liabilities and obligations and that the Corporation change its name to “Mr. Natural, Inc.” at the effective time of the merger and the date of adoption thereof and to file the same in the office of the Secretary of State of the State of Delaware and a certified copy thereof in the office of the Recorder of Deeds of Newcastle.

     IN WITNESS WHEREOF, said Snapple Distribution Corp. has caused its corporate seal to be affixed and this certificate to be signed by Peter G. Strahm, its CEO and President, and attested by Allan Dowds, its Assistant Secretary this 30th day of December, 1993.

SNAPPLE DISTRIBUTION CORP.
By:	/s/ Peter G. Strahm
	Name:	Peter G. Strahm
	Title:	CEO and President

ATTEST:

By:	/s/ Allan Dowds Name: Allan Dowds
	Title: Assistant Secretary

8158M

- 2 -

EX-3.140

Exhibit 3.140

PAGE 1

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “MR. NATURAL, INC.”, CHANGING ITS NAME FROM “MR. NATURAL, INC.” TO “SNAPPLE DISTRIBUTORS, INC.”, FILED IN THIS OFFICE ON THE FOURTH DAY OF FEBRUARY, A.D. 2002, AT 11:30 O’CLOCK A.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

		/s/ Harriet Smith Windsor
		Harriet Smith Windsor, Secretary of State
2341593 8100		AUTHENTICATION:	1594588
020071738		DATE:	02-04-02

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 11:30 AM 02/04/2002

020071738 – 2341593

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
MR. NATURAL, INC.

     Mr. Natural, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

     DOES HEREBY CERTIFY:

     FIRST: That the Board of Directors of said corporation, Mr. Natural, Inc., adopted a resolution by the unanimous written consent of its members effective January 2, 2002, proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of Mr. Natural, Inc. be amended by changing the First Article thereof so that, as amended, said Article shall be and read as follows:

“The name of this corporation shall be:

Snapple Distributors, Inc.”

     SECOND: That in lieu of a meeting and vote of stockholders, the stockholder has given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

     THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

     FOURTH: That this Certificate of Amendment of the Certificate of Incorporation shall be effective on the date of filing.

   IN WITNESS WHEREOF, said corporation, Mr. Natural, Inc., has caused this certificate to be signed by Gary G. Lyons, its Senior Vice President and Secretary, this 22nd, day of January, 2002.

By: /s/ Gary G. Lyons   Gary G. Lyons, Senior Vice President and Secretary

EX-3.141

Exhibit 3.141

Certificate of Assistant Secretary

     I, Wayne R. Lewis, in my capacity as Assistant Secretary of Snapple Distributors, Inc. a Delaware corporation (the “Corporation”), am delivering this Certificate of Assistant Secretary to certify that the Corporation was formerly known as Mr. Natural, Inc., (the “Former Name”) and the Bylaws attached hereto in the Former Name continue to be the Bylaws of the Corporation.

     IN WITNESS WHEREOF, I have set my hand to this Certificate as of the 18^th day of November, 2008.

Snapple Distributors, Inc. a Delaware corporation
By:	/s/ Wayne R. Lewis
	Wayne R. Lewis
	Assistant Secretary

State of Texas	§
	§
County of Collin	§

     This instrument was acknowledged before me on this 18^th day of November 2008, by Wayne R. Lewis, Assistant Secretary of Snapple Distributors, Inc., a Delaware corporation, on behalf of said corporation.

/s/ Janet L. Barrett  

Janet L. Barrett 

Notary Public in and for the State of Texas 

BY-LAWS

OF

MR. NATURAL, INC.

(A Delaware Corporation)

BY-LAWS
OF
SNAPPLE DISTRIBUTION CORP.
(A Delaware Corporation)

Article 1. Certificate of Incorporation	5
Section 1.1 Contents	5
Section 1.2 Certificate in Effect	5
Article 2. Meetings of Stockholders	5
Section 2.1 Place	5
Section 2.2 Annual Meeting	6
Section 2.3 Special Meetings	6
Section 2.4 Notice of Meetings	7
Section 2.5 Affidavit of Notice	7
Section 2.6 Quorum	7
Section 2.7 Voting Requirements	8
Section 2.8 Proxies and Voting	9
Section 2.9 Action Without Meeting	9
Section 2.10 Stockholder List	10
Section 2.11 Record Date	11
Article 3. Directors	12
Section 3.1 Number; Election and Term of Office	12
Section 3.2 Duties	13
Section 3.3 Compensation	13
Section 3.4 Reliance on Books	13
Article 4. Meetings of the Board of Directors	14
Section 4.1 Place	14
Section 4.2 Annual Meeting	14
Section 4.3 Regular Meetings	14
Section 4.4 Special Meetings	14
Section 4.5 Quorum	15
Section 4.6 Action Without Meeting	15
Section 4.7 Telephone Meetings	15
Article 5. Committees of Directors	16
Section 5.1 Designation	16
Section 5.2 Records of Meetings	17

- 2 -

Article 6. Notices	17
Section 6.1 Method of Giving Notice	17
Section 6.2 Waiver	18
Article 7. Officers	18
Section 7.1 In General	18
Section 7.2 Election of President, Secretary and Treasurer	19
Section 7.3 Election of Other Officers	19
Section 7.4 Salaries	19
Section 7.5 Term of Office	19
Section 7.6 Duties of President and Chairman of the Board	19
Section 7.7 Duties of Vice President	20
Section 7.8 Duties of Secretary	21
Section 7.9 Duties of Assistant Secretary	21
Section 7.10 Duties of Treasurer	22
Section 7.11 Duties of Assistant Treasurer	22
Article 8. Resignations, Removals and Vacancies	23
Section 8.1 Directors	23
Section 8.2 Officers	24
Article 9. Certificate of Stock	25
Section 9.1 Issuance of Stock	25
Section 9.2 Right to Certificate; Form	25
Section 9.3 Facsimile Signature	26
Section 9.4 Lost Certificates	26
Section 9.5 Transfer of Stock	27
Section 9.6 Registered Stockholders	27
Article 10. Indemnification	27
Section 10.1 Third Party Actions	27
Section 10.2 Derivative Actions	28
Section 10.3 Expenses	29
Section 10.4 Authorization	30
Section 10.5 Advance Payment of Expenses	30
Section 10.6 Non-Exclusiveness	31
Section 10.7 Insurance	31
Section 10.8 Constituent Corporations	31
Section 10.9 Additional Indemnification	32
Article 11. Execution of Papers	32
Article 12. Fiscal Year	33

- 3 -

Article 13. Seal	33
Article 14. Offices	33
Article 15. Amendments	33

- 4 -

SNAPPLE DISTRIBUTION CORP.

BY-LAWS

ARTICLE 1

CERTIFICATE OF INCORPORATION

     Section 1.1 Contents. The name, location of principal office and purposes of the Corporation shall be determined by Board resolution. These By-Laws, the powers of the Corporation and of its Directors and stockholders, and all matters concerning the conduct and regulation of the business of the Corporation shall be subject to such provisions in regard thereto, if any, as are set forth in said Certificate of Incorporation. The Certificate of Incorporation is hereby made a part of these By-Laws.

     Section 1.2 Certificate in Effect. All references in these By-Laws to the Certificate of Incorporation shall be construed to mean the Certificate of Incorporation of the Corporation as from time to time amended, including (unless the context shall otherwise require) all certificates and any agreement of consolidation or merger filed pursuant to the Delaware General Corporation Law, as amended.

ARTICLE 2

MEETINGS OF STOCKHOLDERS

     Section 2.1 Place. All meetings of the stockholders may be held at such place either within or without the State of Delaware as shall be designated from time to time by the Board

- 5 -

of Directors, the Chairman of the Board of Directors or the President and stated in the notice of the meeting or in any duly executed waiver of notice thereof.

     Section 2.2 Annual Meeting. Annual meetings of stockholders, shall be held on the third Thursday of April in each year, if not a legal holiday, and, if a legal holiday, then on the next secular day following, at 10:00 A.M., or at such other date and time as shall be designated from time to time by the Board of Directors, the Chairman of the Board of Directors or the President and stated in the notice of the meeting. If such annual meeting has not been held on the day herein provided therefor, a special meeting of the stockholders in lieu of the annual meeting may be held, and any business transacted or elections held at such special meeting shall have the same effect as if transacted or held at the annual meeting, and in such case all references in these By-Laws, except in this Section 2.2, to the annual meeting of the stockholders shall be deemed to refer to such special meeting.

     Section 2.3 Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the President, the Chairman of the Board, or by the Board of Directors and shall be called by the President or Secretary at the request in writing of a majority of the

- 6 -

Directors then in office, or at the request in writing of stockholders owning a majority in amount of the entire stock of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting, which need not be the exclusive purposes for which the meeting is called.

     Section 2.4 Notice of Meetings. A written notice of all meetings of stockholders stating the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the special meeting is called, shall be given to each stockholder entitled to vote at such meeting. Except as otherwise provided by law, such notice shall be given not less than ten nor more than sixty days before the date of the meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

     Section 2.5 Affidavit of Notice. An affidavit of the Secretary or an Assistant Secretary or the transfer agent of the Corporation that notice of a stockholders meeting has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

     Section 2.6 Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction

- 7 -

of business except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented by proxy at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, except as hereinafter provided, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

     Section 2.7 Voting Retirements. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of any applicable statute or of the Certificate of Incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.

- 8 -

     Section 2.8 Proxies and Voting. Unless otherwise provided in the Certificate of Incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period. Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held, and persons whose stock is pledged shall be entitled to vote the pledged shares, unless in the transfer by the pledgor on the books of the Corporation he shall have expressly empowered the pledgee to vote said shares, in which case only the pledgee, or his proxy, may represent and vote such shares. Shares of the capital stock of the Corporation owned by the Corporation shall not be voted, directly or indirectly.

     Section 2.9 Action Without Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporation or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a

- 9 -

meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

     Section 2.10 Stockholder List. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. The original or duplicate stock ledger shall be the only evidence as to who are the stockholders entitled to examine such list, the stock ledger or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

- 10 -

     Section 2.11 Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

     If no record date is fixed by the Board of Directors:

          (a) The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

          (b) The record date for determining stockholders entitled to express consent to corporate action in writing

- 11 -

without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed.

          (c) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

ARTICLE 3

DIRECTORS

     Section 3.1 Number; Election and Term of Office. There shall be a Board of Directors of the Corporation consisting of not less than one member, the number of members to be determined by resolution of the Board of Directors or by the stockholders at the annual or any special meeting, unless the Certificate of Incorporation fixed the number of Directors, in which case a change in the number of Directors shall be made only by amendment of the Certificate. Subject to any limitation which may be contained within the Certificate of Incorporation, the number of the Board of Directors may be increased at any time by vote of a majority of the Directors then in office. The Directors shall be elected at the annual meeting of the stockholders, except as provided in paragraph (c) of Section 8.1, and each Director elected shall hold office until his successor is elected and qualified or until his earlier resignation or removal. Directors need not be stockholders.

- 12 -

     Section 3.2 Duties. The business of the Corporation shall be managed by or under the direction of its Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders.

     Section 3.3 Compensation. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, the Board of Directors shall have the authority to fix the compensation of Directors. The Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as Directors. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

     Section 3.4 Reliance on Books. A member of the Board of Directors or a member of any committee designated by the Board of Directors shall, in the performance of his duties, be fully protected in relying in good faith upon the books of account or reports made to the Corporation by any of its officers, or by an independent certified public accountant, or by an appraiser selected with reasonable care by the Board of Directors or by any committee, or in relying in good faith upon other records of the Corporation.

- 13 -

ARTICLE 4

MEETINGS OF THE BOARD OF DIRECTORS

     Section 4.1 Place. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware.

     Section 4.2 Annual Meeting. The first meeting of each newly elected Board of Directors shall be held immediately following the annual meeting of stockholders or any special meeting held in lieu thereof, and no notice of such meeting shall be necessary to the newly elected Directors in order legally to constitute the meeting.

     Section 4.3 Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board.

     Section 4.4 Special Meetings. Special meetings of the Board may be called by the President on two days’ notice to each Director either personally or by mail or by telegram; special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of two Directors unless the Board consists of only one Director, in which case special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of the sole Director.

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     Section 4.5 Quorum. At all meetings of the Board a majority of the Directors then in office shall constitute a quorum for the transaction of business and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation. If a quorum shall not be present at any meeting of the Board of Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

     Section 4.6 Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

     Section 4.7 Telephone Meetings. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment by

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means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

ARTICLE 5

COMMITTEES OF DIRECTORS

     Section 5.1 Designation.

          (a) The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the Directors of the Corporation. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

          (b) In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

          (c) Any such committee, to the extent provided in the resolution of the Board of Directors designating the committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it;

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but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the By-Laws of the Corporation; and, unless the resolution or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

     Section 5.2 Records of Meetings. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

ARTICLE 6

NOTICES

     Section 6.1 Method of Giving Notice. Whenever, under any provision of the law or of the Certificate of Incorporation or of these By-Laws, notice is required to be given to any Director or stockholder, such notice shall be given in writing by the Secretary or the person or persons calling the meeting by leaving such notice with such Director or stockholder at his

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residence or usual place of business or by mailing it addressed to such Director or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to Directors may also be given by telegram.

     Section 6.2 Waiver. Whenever any notice is required to be given under any provision of law or of the Certificate of Incorporation or of these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends the meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE 7

OFFICERS

     Section 7.1 In General. The officers of the Corporation shall be chosen by the Board of Directors and shall include a President, a Secretary and a Treasurer. The Board of Directors may also choose a Chairman of the Board, one or more Vice-Presidents, Assistant Secretaries and Assistant Treasurers. Any number of offices may be held by the same

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person, unless the Certificate of Incorporation or these By-Laws otherwise provide.

     Section 7.2 Election of President, Secretary and Treasurer. The Board of Directors at its first meeting after each annual meeting of stockholders shall choose a President, a Secretary and a Treasurer.

     Section 7.3 Election of Other Officers. The Board of Directors may appoint such other officers and agents as it shall deem appropriate who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

     Section 7.4 Salaries. The salaries of all officers and agents of the Corporation may be fixed by the Board of Directors.

     Section 7.5 Term of Office. The officers of the Corporation shall hold office until their successors are chosen and qualify or until their earlier resignation or removal. Any officer elected or appointed by the Board of Directors may be removed at any time in the manner specified in Section 8.2.

     Section 7.6 Duties of President and Chairman of the Board. The President shall be the chief executive officer of the Corporation, shall preside at all meetings of the stockholders and, if he is a Director, at all meetings of the Board of Directors if there shall be no Chairman of the Board or in the absence of the Chairman of the Board, shall have

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general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation. The Chairman of the Board, if any, shall make his counsel available to the other officers of the Corporation, shall be authorized to sign stock certificates on behalf of the Corporation, shall preside at all meetings of the Directors at which he is present, and, in the absence of the President at all meetings of the stockholders, and shall have such other duties and powers as may from time to time be conferred upon him by the Directors.

     Section 7.7 Duties of Vice President. In the absence of the President or in the event of his inability or refusal to act, the Vice-President (or in the event there be more than one Vice-President, the Vice-Presidents in the order designated by the Directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the President not otherwise conferred upon the Chairman of the Board, if any, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The

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Vice-Presidents shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

     Section 7.8 Duties of Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, except as otherwise provided in these By-Laws, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be. He shall have charge of the stock ledger (which may, however, be kept by any transfer agent or agents of the Corporation under his direction) and of the corporate seal of the Corporation.

     Section 7.9 Duties of Assistant Secretary. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

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     Section 7.10 Duties of Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all of his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of this office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

     Section 7.11 Duties of Assistant Treasurer. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors

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(or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

ARTICLE 8

RESIGNATIONS, REMOVALS AND VACANCIES

     Section 8.1 Directors.

          (a) Resignations. Any Director may resign at any time by giving written notice to the Board of Directors or the President or the Secretary. Such resignation shall take effect at the time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

          (b) Removals. Subject to any provisions of the Certificate of Incorporation, the holders of stock entitled to vote for the election of Directors may, at any meeting called for the purpose, by vote of a majority of the shares of such stock outstanding, remove any Director or the entire Board of Directors with or without cause and fill any vacancies thereby created. This Section 8.1(b) may not be altered, amended or repealed except by the holders of a majority of the shares of stock issued and outstanding and entitled to vote for the election of the Directors.

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          (c) Vacancies. Vacancies occurring in the office of Director and newly created Directorships resulting from any increase in the authorized number of Directors shall be filled by a majority of the Directors then in office, though less than a quorum, unless previously filled by the stockholders entitled to vote for the election of Directors, and the Directors so chosen shall hold office subject to the By-Laws until the next annual election and until their successors are duly elected and qualify or until their earlier resignation or removal. If there are no Directors in office, then an election of Directors may be held in the manner provided by statute.

     Section 8.2 Officers.

     Any officer may resign at any time by giving written notice to the Board of Directors or the President or the Secretary. Such resignation shall take effect at the time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The Board of Directors may, at any meeting called for the purpose, by vote of a majority of their entire number, remove from office any officer of the Corporation or any member of a committee, with or without cause. Any vacancy occurring in the office of President, Secretary or Treasurer shall be filled by the Board of Directors and the officers so chosen shall hold office subject to the By-Laws for the unexpired term in respect of which the vacancy occurred and until their

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successors shall be elected and qualify or until their earlier resignation or removal.

ARTICLE 9

CERTIFICATE OF STOCK

     Section 9.1 Issuance of Stock. The Directors may, at any time and from time to time, if all of the shares of capital stock which the Corporation is authorized by its Certificate of Incorporation to issue have not been issued, subscribed for, or otherwise committed to be issued, issue or take subscriptions for additional shares of its capital stock up to the amount authorized in its Certificate of Incorporation. Such stock shall be issued and the consideration paid therefor in the manner prescribed by law.

     Section 9.2. Right to Certificate; Form. Every holder of stock in the Corporation shall be entitled to have a certificate, signed by, or in the name of the Corporation by, the Chairman of the Board, the President or a Vice-President and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation; provided that the Directors may provide by one or more resolutions that some or all of any or all classes or series of the Corporation’s stock shall be uncertified shares. Certificates may be issued for partly paid shares and in such case upon the face or back of the certificates issued to represent any such partly paid

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shares, the total amount of the consideration to be paid therefor, and the amount paid thereon shall be specified.

     Section 9.3 Facsimile Signature. Any of or all the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

     Section 9.4 Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

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     Section 9.5 Transfer of Stock. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

     Section 9.6 Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE 10

INDEMNIFICATION

     Section 10.1 Third Party Actions. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a

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Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

     Section 10.2 Derivative Actions. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a Director, officer, employee or agent of the Corporation, or is

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or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

     Section 10.3 Expenses. To the extent that a Director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 10.1 and 10.2, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

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     Section 10.4 Authorization. Any indemnification under Sections 10.1 and 10.2 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 10.1 and 10.2. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion, or (c) by the stockholders.

     Section 10.5 Advance Payment of Expenses. Expenses incurred by an officer or Director in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of such officer or Director to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this Article 10. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate.

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     Section 10.6 Non-Exclusiveness. The indemnification provided by this Article 10 shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement, vote of stockholders or disinterested Directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

     Section 10.7 Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article 10.

     Section 10.8 Constituent Corporations. The Corporation shall have power to indemnify any person who is or was a director, officer, employee or agent of a constituent corporation absorbed in a consolidation or merger with this

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Corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, in the same manner as hereinabove provided for any person who is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

     Section 10.9 Additional Indemnification. In addition to the foregoing provisions of this Article 10, the Corporation shall have the power, to the full extent provided by law, to indemnify any person for any act or omission of such person against all loss, cost, damage and expense (including attorney’s fees) if such person is determined (in the manner prescribed in Section 10.4 hereof) to have acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interest of the Corporation.

ARTICLE 11

EXECUTION OF PAPERS

     Except as otherwise provided in these By-Laws or as the Board of Directors may generally or in particular cases otherwise determine, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts and other instruments authorized to be executed on behalf of the Corporation shall be executed by the President or the Treasurer.

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ARTICLE 12

FISCAL YEAR

     The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

ARTICLE 13

SEAL

     The Corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the word “Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE 14

OFFICES

     In addition to its principal office, the Corporation may have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE 15

AMENDMENTS

     Except as otherwise provided herein, these By-Laws may be altered, amended or repealed or new By-Laws may be adopted by the stockholders or by the Board of Directors, when such power is conferred upon the Board of Directors by the Certificate of Incorporation, at any regular meeting of the stockholders or of the Board of Directors, or at any special meeting of the stockholders or of the Board of Directors if notice of such

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alteration, amendment, repeal or adoption of new By-Laws is contained in the notice of such special meeting, or by the written consent of a majority in interest of the outstanding voting stock of the Corporation or by the unanimous written consent of the Directors. If the power to adopt, amend or repeal by-laws is conferred upon the Board of Directors by the Certificate of Incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal by-laws.

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EX-3.142

Exhibit 3.142

STATE OF FLORRIDA

Department of State

I certify that the attached is a true and correct copy of the Articles of Incorporation of SEA ACQUISITION CORP., a corporation organized under the Laws of the State of Florida, filed on November 25, 1986, as shown by the records of this office.

the document number of this corporation is J44087.

Given under md hand and the Great Seal of the State of Florida, at Callabassee the Capital, this the

25th            day of November, 1986. George Firestone Secretary of State

ARTICLES OF INCORPORATION OF
SEA ACQUISITION CORP.

ARTICLE I – NAME

     The name of this corporation is SEA Acquisition Corp.

ARTICLE II – DURATION

     This corporation shall have perpetual existence.

ARTICLE III – PURPOSE

     This corporation is organized for the purpose of transacting any or all lawful business.

ARTICLE IV. – CAPITAL STOCK

     This corporation is authorized to issue 100,000 shares of common stock with the par value of $.01 per share, which shall be designated “Common Shares”.

ARTICLE V – INITIAL REGISTERED OFFICE AND AGENT

     The street address of the intial registered office of this corporation is 1600 First Union Building, 200 West Forsyth Street, Jacksonville, Florida, 32202 and the name of the initial registered agent of this corporation at that address is Lewis S. Lee.

ARTICLE VI – INITIAL BOARD OF DIRECTORS

     This corporation shall have six (6) directors upon the filing of these Articles of Incorporation. Thereafter, the number of directors may be either increased or decreased from time to time in the manner provided by the by-laws. The name and street address of each intitial director is as follows:

Robert H. Paul, III	6001 Bowdendale Avenue
	Jacksonville, Florida 32245
James V. E. Bent	1125 North Ellis Road
	Jacksonville, Florida 32205

Frederick H. Schultz	118 West Adams Street
	Suite 3-B
	Jacksonville, Florida 32202
Harry C. Owen	1910 Murphy Avenue
	Atlanta, Georgia 30310
Luke E. Fichthorn, III	514 Hollow Tree Ridge Road
	Darien, Connecticut 06820
Lewis S. Lee	1600 First Union Bank Building
	200 West Forsyth Street
	Jacksonville, Florida 32202

ARTICLE VII – INCORPORATOR

          The name and street address of the Incorporator is as follows:

Lewis S. Lee	1600 First Union Building
	200 West Forsyth Street
	Jacksonville, Florida 32202

ARTICLE VIII – INDEMNIFICATION

          The corporation shall indemnify all officers and directors and former officers and directors to the fullest extent permitted by law.

ARTICLE IX – AMENDMENT

          This corporation reserves the right to amend or repeal any provisions contained in these Articles of Incorporation or any amendment hereto, and any right conferred upon the shareholders is subject to this reservation.

2

     IN WITNESS WHEREOF, the undersigned Incorporator of this corporation has executed these Articles of Incorporation this 24th day of November, 1986.

/s/ Lewis S. Lee

Lewis S. Lee

STATE OF FLORIDA
COUNTY OF DUVAL

     Before me, a notary public authorized to take acknowledgements in the state and county set forth above, personally appeared LEWIS S. LEE, known to me to be the Incorporator of SEA ACQUISITION, INC., known to me and known by me to be the person who executed the foregoing Articles of Incorporation, and he acknowledged before me that he executed those Articles of Incorporation.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, in the state and county aforesaid, this 24th day of November, 1986.

/s/ Mary Jane Roberton
Notary Public, State of Florida at Large
My Commission Expires:
	NOTARY PUBLIC, STATE OF FLORIDA
	MY commission expires Aug. 31, 1989

ACCEPTANCE

     Having been named to accept service of process for the above named corporation, at place designated in this certificate, I hereby accept to act in this capacity and agree to comply with the provisions of the Florida Statutes relative to keeping open said office.

/s/ Lewis S. Lee

Registered Agent

Artl

3

EX-3.143

Exhibit 3.143

I certify that the attached is a true and correct copy of Articles of Merger, filed on December 12, 1986, effective December 14, 1986, merging SOUTHEAST-ATLANTIC CORPORATION, a Florida corporation into SEA ACQUISITION CORP., the surviving Florida corporation, which simultaneously changed its corporate name to SOUTHEAST-ATLANTIC CORPORATION, as shown by the records of this office.

The document number for the surviving corporation is J44087.

12th Of December, 1986

I certify from the records of this office that Articles of Merger, filed on December 12, 1986, effective December 14, 1986, merging SOUTHEAST-ATLANTIC CORPORATION, a Florida corporation into SEA ACQUISITION CORP., the surviving Florida corporation, which simultaneously changed its corporate name to SOUTHEAST-ATLANTIC CORPORATION, as shown by the records of this office.

The document number for the surviving corporation is J44087.

12th Of December, 1986.

ARTICLES OF MERGER
OF
Southeast-Atlantic Corporation,
a Florida Corporation
(document number 137890)
with and into

SEA Acquisition Corp.,
a Florida Corporation
(document number J44087)
the Surviving Corporation.

Southeast-Atlantic Corporation

Certification

     The undersigned President and Secretary of Southeast-Atlantic Corporation certify by their execution of these Articles of Merger at the end thereof that the written Agreement and Plan of Merger was duly approved by a majority of all shares of common stock entitled to vote at a special meeting held December 12, 1986, and that attached hereto is a full and complete copy of said Agreement and Plan of Merger.

SEA Acquisition Corp.

Certification

     The undersigned President and Secretary of SEA Acquisition Corp. certify by their execution of these Articles of Merger at the end thereof that the written Agreement and Plan of Merger was duly approved by a majority of all shares of common stock entitled to vote at a special meeting held December 12, 1986, and that attached hereto is a full and complete copy of said Agreement and Plan of Merger.

AGREEMENT AND PLAN OF MERGER

     Agreement and Plan of Merger, dated as December 1, 1986 , by and between Southeast-Atlantic Corporation, a Florida corporation (the “Company”) and SEA Acquisition Corp., a Florida corporation (“SEA”).

RECITALS:

     A. The Company and SEA are corporations organized and existing under the laws of the State of Florida.

     B. The authorized capital stock of the Company consists of Two Hundred Thousand (200,000) shares of common stock, par value $5.00 per share (the “Common Stock”). On the date hereof, 111,843 shares of Common Stock are issued and outstanding and not held in treasury. Each share of Common Stock outstanding and not held in treasury is entitled to one vote.

     C. The authorized capital stock of SEA consists of 100,000 shares of common stock, par value $.01 per share (the “SEA Stock”). On the date hereof, no shares are anticipated to be issued and outstanding and 95,789 shares are subscribed for by the individuals named on Schedule “A” attached hereto (the “SEA Stockholders”). The capital stock of SEA will be issued to the SEA Stockholders, or to members of their family as the person may direct, prior to the Effective Time (hereinafter defined). Each share is entitled to one vote.

     D. The Boards of Directors of the Company and SEA each deem the merger of SEA with and into the Company desirable and in the best interests of their respective corporations and in the best interest of their respective stockholders and subscribers.

     E. The respective Boards of Directors of each of the Company and SEA have approved this Agreement and Plan of Merger (the “Merger Agreement”) by resolutions duly adopted by the Board of Directors of each. The Company has directed that this Merger Agreement be submitted to a vote of its stockholders.

     NOW, THEREFORE, in consideration of the premises and of the mutual provisions, agreements, covenants and conditions herein contained, and in accordance with the applicable provisions of the Corporation Law of the State of Florida, the Company and SEA hereby agree as follows:

ARTICLE I

MERGER

     At the Effective Time of the Merger, the Company shall be merged with and into SEA which shall be the surviving corporation (the “Merger”) the name of which shall be changed to “Southeast-Atlantic Corporation” (the “New Company”). The corporate existence of the New Company shall continue unaffected and unimpaired by the Merger and as the surviving corporation it shall continue to operate for the purposes set forth in the New Company’s Articles of Incorporation (except as changed to effect the adoption of the name “Southeast-Atlantic Corporation”) and continue to be governed by the laws of the State of Florida.

ARTICLE II

ARTICLES OF INCORPORATION

     The Articles of Incorporation of SEA as in effect immediately prior to the Effective Time of the Merger shall be the Articles of Incorporation of the New Company immediately after such Effective Time (except as changed to effect the adoption of the name “Southeast-Atlantic Corporation”).

ARTICLE III

Board of Directors

     The Board of Directors of the New Company from time to time and after the Effective Time of the Merger shall be the Board of Directors of SEA immediately prior to the Merger.

ARTICLE IV

EXCHANGE AND PAYMENT OF SHARES

     The manner and basis of converting the Common Stock of the Company and the SEA Stock shall be as follows:

     (a) Each share of Common Stock of the Company outstanding at the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to exist, but, upon the surrender to the New Company of the certificates evidencing such shares of Common Stock, each of the stockholders of the Company other than SEA (the “Unaffiliated Stockholders”), at the Effective Time of the Merger, or an assignee of such holder who presents evidence of assignment satisfactory to the New Company, shall be entitled to a payment by the New Company of $110.55 cash, without interest, for each Share of Common Stock so held. Payment will be made by a paying

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agent to be retained by the New Company, at such paying agent’s offices during the six month period following the Effective Time. Subject to the terms and conditions hereof, immediately prior to the Effective Time, the Company shall deliver to the paying agent, as paying agent for the Unaffiliated Stockholders, such amount of cash as is sufficient to pay the consideration which the Unaffiliated Stockholders are entitled to receive pursuant to this paragraph (a). All funds deposited with the paying agent and not paid upon surrender of certificates evidencing shares of Common Stock within six months of the Effective Time shall be paid to the New Company, and any Unaffiliated Stockholder who does not surrender certificates to the paying agent within such time may look only to the New Company.

     (b) Each share of SEA stock outstanding on the Effective Time of the merger shall continue to be outstanding as the Common Stock of the New Company. The SEA Stockholders shall be entitled to new certificates in the name of the New Company, to wit: “Southeast-Atlantic Corporation”.

ARTICLE V

EFFECTIVE TIME OF MERGER

     The Merger shall become effective at 11:59 p.m. December 14, 1986 if the Merger Agreement is filed with the Secretary of State of the State of Florida on December 12, 1986, otherwise at midnight ending the day of the filing of the Merger Agreement with the Secretary of State of the State of Florida (the “Effective Time”). The Merger Agreement shall be filed with the Secretary of State of the State of Florida as soon as practicable after approval of the Merger Agreement by the stockholders of the Company.

ARTICLE VI

RIGHTS AND OBLIGATIONS; FURTHER ASSURANCES

     At the Effective Time of the Merger, the separate existence of the Company shall cease and the New Company shall possess all the rights, privileges, powers and franchises, of a public as well as of a private nature, and subject to all of the restrictions, disabilities and duties of the Company and all and singular, the rights, privileges, powers and franchises of the Company, and all property, real, personal and mixed, and all debts due to the Company on whatever account, and all other things in action or belonging to the Company, shall be vested in the New Company and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectually the property of the New Company as they were of

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the Company and the title to any real estate preserved unimpaired, and all debts, liabilities and duties of the Company shall thenceforth attach to the New Company and may be enforced against the New Company to the same extent as if said debts, liabilities and duties had been incurred or contracted by the New Company.

     From time to time as and when requested by the New Company and to the extent permitted by law, the officers and directors of the Company last in office shall and will execute and deliver such deeds and other instruments and will take or cause to be taken further or other actions as shall be necessary in order to vest or perfect in or to confirm or record or otherwise the New Company’s title to, and possession of, all of the property, interests, assets, rights, privileges, immunities, powers, franchises and authority of the Company, and otherwise to carry out the purpose of this Merger Agreement.

ARTICLE VII

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     The Company represents and warrants as follows:

     (a) The Company is a duly organized corporation in good standing under the laws of the State of Florida. The Company has full power and authority to own its assets and operate its business in the manner presently operated. The Company is qualified or licensed to do business as a foreign corporation in each state in which failure to do so would have a material adverse effect on the operations of the Company.

     (b) The copies of the Articles of Organization and all amendments thereto, and of the By-Laws of the Company which have been furnished to SEA are true, correct and complete copies thereof. The corporation minutes of the Company, true copies of which will be made available to SEA for its inspection, constitute complete records of the proceedings heretofore taken by its stockholders and directors.

     (c) The authorized and issued and outstanding capital stock of the Company is as set forth in the Recitals of this Merger Agreement. All of the issued and outstanding shares of capital stock of the Company are duly and validly issued, fully paid and non-assessable.

     (d) At the Effective Time, the Company will not be subject to any restrictions or agreements which would prohibit, or be violated by the consummation of the transactions contemplated hereby. Upon approval by holders or not less than a majority of

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the issued and outstanding shares of the Common Stock of the Company, the Merger Agreement will constitute the legal, valid and binding obligation of the Company enforceable in accordance with its terms. The execution and delivery of this Merger Agreement, and consummation by the Company of the transactions contemplated hereby do not violate or conflict with any law, judgment or decree known to the Company.

     (e) The audited financial statements of the Company as of December 29, 1985, present fairly the financial condition of the Company, as of such date, and the results of its operations for the period then ended, in conformity with generally accepted accounting principles.

ARTICLE VIII

REPRESENTATIONS AND WARRANTIES OF SEA

     SEA represents and warrants as follows:

     (a) SEA is a duly organized corporation, in good standing under the laws of the State of Florida. SEA has full power and authority to own its assets and operate its business in the manner and in the place where such assets are presently located and such business is generally operated. SEA is qualified or licensed to do business as a foreign corporation in each state in which failure to do so would have a material adverse effect on the operations of SEA.

     (b) The copies of the Articles of Incorporation and all amendments thereto, and of the By-Laws of SEA which have been furnished to the Company are true, correct and complete copies thereof. The corporate minutes of SEA, true copies of which will be made available to the Company for its inspection, constitute complete records of the proceedings heretofore taken by its stockholders and directors.

     (c) The authorized capital stock of SEA is as set forth in the Recitals of this Merger Agreement. Except as set forth in the Recitals of this Merger Agreement, there are no agreements concerning the issuance and transfer of shares of capital stock of SEA to which SEA is a party. All shares of capital stock of SEA issued and outstanding as of the Effective Time will be duly and validly issued, fully paid and nonassessable.

     (d) Each of the subscribers for SEA stock is an individual or a trust qualifying for Subchapter “S” status as a shareholder under the Internal Revenue Code, a list of whose names appear on Schedule A attached hereto. All such subscriptions for SEA Stock will be accepted by SEA prior to the Effective Time.

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     (e) SEA is not subject to any restrictions or agreements which prohibit, or would be violated by the consummation of the transactions contemplated hereby or would result in the acceleration of any indebtedness. This Merger Agreement has been duly executed and delivered by SEA and constitutes the legal, valid and binding obligation of SEA enforceable in accordance with its terms. The execution and delivery of this Merger Agreement, and the consummation by SEA of the transactions contemplated hereby do not violate or conflict with any law, judgment or decree known to SEA.

ARTICLE IX

COVENANTS AND OBLIGATION OF THE COMPANY

     (a) The Company shall call and hold a Special Meeting of Stockholders in accordance with the Business Corporation Law of the State of Florida, on or before December 12, 1986, upon due notice thereof to its stockholders to consider and vote upon the adoption and approval of this Merger Agreement.

     (b) The Company shall solicit from its stockholders a vote approving this Merger Agreement.

     (c) The Company shall, subject to Article XIV hereof, file this Merger Agreement as required by the Corporation Law of the State of Florida as soon as practicable after approval of this Merger Agreement by the Stockholders of the Company.

ARTICLE X

CONDITIONS PRECEDENT

     The obligations of each party hereunder are, unless waived by such party, subject to the conditions that at the Effective Time of the Merger:

     (a) The representations and warranties of each of the other parties hereto contained hereon shall not be untrue or incorrect in any material respect.

     (b) The directors and stockholders of each of the other parties shall have taken all corporate action necessary to effectuate the Merger.

     (c) The Company shall have obtained the necessary waivers and consents to effect the Merger.

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     (d) The Company or one or more of its directors shall have obtained an opinion of a valuation consultant as to fairness, from a financial point of view, of the consideration per share to be received by holders of the Company’s Common Stock (other than the SEA Stockholders) in the Merger.

ARTICLE XI

SURVIVAL OF REPRESENTATIONS AND WARRANTIES

     The representations, warranties, covenants and agreements made by the parties hereto shall survive the Effective Time of the Merger notwithstanding any investigation made by or disclosure made to any party prior thereto.

ARTICLE XII

INDEMNIFICATION

     (a) SEA agrees to indemnify the Company and hold it harmless of and from any loss, liability, damage, cost or expense, including without limitation reasonable attorney’s fees, arising from or in connection with any misrepresentation or breach of warranty, agreement, or obligation on the part of SEA.

     (b) The Company agrees to indemnify and hold SEA harmless of and from any loss, liability, damage, cost or expense, including, without limitation, reasonable attorney’s fees, arising from or in connection with any misrepresentation of breach of warranty, agreement or obligation on the part of the Company.

     (c) The Company agrees to indemnify and hold its directors and officers, other than such directors and officers who are SEA Stockholders, harmless of and from any loss, liability, damage, cost and expense, including, without limitation, reasonable attorney’s fees, arising from or in connection with any misrepresentation or breach of warranty, agreement or obligation on the part of the Company, or otherwise in connection with this Merger Agreement or the Merger.

     (d) The indemnities of the parties hereto set forth in this Article XII shall be in addition to and not in lieu of or in limitation of any other rights or remedies at law or in equity which any party may possess respecting violations of the anti-fraud provisions of the Federal securities laws.

     (e) In the event any claim shall be asserted against any party hereto which is covered by the indemnity provision of this Article XII, the party first receiving notice of such claim shall

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promptly and fully advise the other parties hereto in respect thereof. The Parties hereto shall cooperate in connection with the indemnification provisions hereof.

ARTICLE XIII

EXPENSES

     If the Merger is effective, SEA shall bear all costs and expenses incurred in connection with the Merger Agreement, and in connection with all things required by the parties hereunder, provided however, that in the event the Merger is not consummated by reason of any willful action on the part of SEA or the SEA Stockholders (except, if such action is based upon a breach by the Company of any covenant, representation, or warranty contained in this Merger Agreement or because any other condition to the Company’s obligations hereunder required to be fulfilled by the Company is not fulfilled), then SEA shall bear all the costs and expenses incurred in connection with the Merger Agreement, and in connection with all things required to be done by the parties hereunder, otherwise the expense to be borne by the Company.

ARTICLE XIV

TERMINATION

     Anything contained in this Merger Agreement to the contrary notwithstanding, at any time prior to the filing of this Merger Agreement with the Secretary of State of the State of Florida, this Merger Agreement may be terminated by the Board of Directors of the Company notwithstanding approval of this Merger Agreement by the stockholders of the Company.

ARTICLE XV

MISCELLANEOUS

     (a) Any notice, request, instruction or other document to be given hereunder by either party hereto to the other shall be in writing and shall be delivered personally or sent by registered or certified mail postage prepaid, if to SEA, addressed to Robert H. Paul, III at the office of the Company and shall be effective upon receipt if delivered personally, or five days after deposit, if mailed. In the event of change of address, notice thereof shall be delivered personally or mailed in the manner aforesaid and shall become effective upon delivery.

     (b) Either party to this Merger Agreement may, by written instrument (i) extend the time for the performance of any acts of

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the other party hereto, (ii) waive any inaccuracies of such other party in any document delivered pursuant hereto and (iii) waive compliance with any of the conditions to such other party’s obligations contained herein, where such waiver would be permitted under the laws of the State of Florida, provided, however, that the Board of Directors of the Company shall be notified by the Company of any such extension or waiver prior to the granting thereof by the Company.

     (c) The headings of the several Articles herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of the Merger Agreement. Use of the masculine pronoun herein shall be deemed also to refer to the feminine pronoun.

     (d) The Merger Agreement shall inure to the benefit of and be binding upon, the respective heirs, executors, administrators, successors and assigns of the parties hereto.

     (e) For the convenience of the parties hereto and to facilitate the filing and recording of the Merger Agreement, it may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

     (f) The construction of this Merger Agreement shall be determined by the internal laws of the State of Florida.

     Executed as of the date first set forth above.

	SOUTHEAST-ATLANTIC CORPORATION
Seal	By:	/s/ Robert H. Paul, III President
	Attest:	/s/ Lewis S. Lee Secretary
	SEA ACQUISITION CORP.
Seal	By:	/s/ Robert H. Paul, III President
	Attest:	/s/ Lewis S. Lee Secretary

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STATE OF FLORIDA

COUNTY OF DUVAL

     Before me, a notary public authorized to take acknowledgements in the state and county set forth above, personally appeared
ROBERT H. PAUL, III and LEWIS S. LEE, respectively, known to me to be the President and Secretary of SOUTHEAST-ATLANTIC CORPORATION and the President and Secretary of SEA ACQUISITION CORP., known to me and known by me to be the persons who executed the foregoing Agreement and Plan of Merger, and they acknowledged before me that they executed such instrument.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, in the state and county aforesaid, this 12th day of December, 1986.

/s/ Mary Jane Robertson
Notary Public, State of Florida at Large
My Commission Expires:
	NOTARY PUBLIC, STATE OF FLORIDA
	My commission expires Aug. 31, 1989

Proxy2

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SCHEDULE A

Stockholder	Number of Shares
Lewis S. Lee and Herman Ulmer, Jr. as Successor Trustees under agreement dated October 1, 1945 with Barbara Cummer Paul as to the Trust for Robert H. Paul, III		22,174
Lewis S. Lee and Herman Ulmer, Jr. as Successor Trustees under agreement dated October 1, 1945 with Barbara Cummer Paul as to the Trust for Patricia Paul Bent		22,174
Barbara Cummer Paul		6,818
Robert H. Paul, III		6,507
Pamela DuVal Paul Lee		2,356
Christopher Yardley Paul		2,356
Barbara Harper Paul		2,356
Patricia Paul Bent		2,356
Mrs. Davis McRae, Jr.		2,356
James V. E. Bent, Jr.		2,356
Robert Paul Bent		2,356
Frederick H. Schultz		8,409
Nancy R. Schultz		1,300
Catherine S. Kelley		600
Frederick H. Schultz, Jr.		600
Clifford G. Schultz, II		600
John Reilly Schultz		300
Frederick H. Schultz, Jr. as Personal Representative of the Estate of Genevieve S. Ayers, deceased		5,709
Robert W. Ayers, II		251

Stockholder	Number of Shares
Clifford K. Ayers		378
Genevieve B. Ayers		200
Barnett Banks Trust Company, N. A., as Successor Trustee under Deed of Trust dated November 20, 1972, between Mae Wangler Schultz, as Settlor, and Barnett Bank of Jacksonville, N. A. and Frederick H. Schultz, as Trustees, for the benefit of Genevieve Bronson Ayers.		303
Barnett Banks Trust Company, N. A., as Successor Trustee under Deed of Trust Dated November 20, 1972, between Mae Wangler Schultz, as Settlor, and Barnett Bank of Jacksonville, N. A. and Frederick H. Schultz, as Trustees, for the benefit of Catherine Schultz Kelley (formerly Catherine Genevieve Schultz).		775
Barnett Banks Trust Company, N. A., as Successor Trustee under Deed of Trust Dated November 20, 1972, between Mae Wangler Schultz, as Settlor, and Barnett Bank of Jacksonville, N. A. and Frederick H. Schultz, as Trustees, for the benefit of Frederick H. Schultz, Jr.		775
Barnett Banks Trust Company, N. A., as Successor Trustee under Deed of Trust Dated November 20, 1972, between Mae Wangler Schultz, as Settlor, and Barnett Bank of Jacksonville, N. A. and Frederick H. Schultz, as Trustees, for the benefit of Clifford G. Schultz, II.		775

Stockholder	Number of Shares
Barnett Banks Trust Company, N. A., as Successor Trustee under Deed of Trust Dated November 20, 1972, between Mae Wangler Schultz, as Settlor, and Barnett Bank of Jacksonville, N. A. and Frederick H. Schultz, as Trustees, for the benefit of John Reilly Schultz.		775
TOTAL		95,915

SEA/MN/Schedule A

EX-3.144

Exhibit 3.144

State of florida

Department of State

I certify the attached is a true and correct copy of the Articles of Amendment, filed on June 14,1996, effective -June; 30 1996 to Articles of Incorporation for SOUTHEAST-ATLANTIC CORPORATION which            Ghanged            its name to SOUTHEAST-ATLANTIC as shown by the records of this offiice. The document number of this corporation is J44087,

Given unber md hand and the Great Seal of the State of Florida,

at Callabassee, Capital, this the Fourteenth and June, 1996

Sandra & Martham

Secretary of State

FILED
96 JUNE 14 AM 10:36
SECRETARY OF STATE
TALLAHASSEE, FLORIDA

ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF SOUTHEAST-ATLANTIC CORPORATION

     The undersigned, Robert H. Paul, III, President of Southeast-Atlantic Corporation, a Florida corporation, certifies pursuant to Sections 607.1003 and 607.1006, Florida Statutes, as follows:

     1. The name of this corporation is Southeast-Atlantic Corporation.

     2. The text of the amendment to the Articles of Incorporation of Southeast-Atlantic Corporation is:

     RESOLVED, that ARTICLE I – NAME to the Articles of Incorporation of Southeast-Atlantic Corporation be amended to read as follows:

“ARTICLE I – NAME

     “The name of this corporation is Southeast-Atlantic Beverage Corporation.”

     RESOLVED FURTHER, that this amendment become effective at the close of business of June 30, 1996.

     3. The Board of Directors of Southeast-Atlantic Corporation, on April 23, 1996, adopted the amendment and pursuant to Section 607.1003, Florida Statutes, recommended the amendment to the shareholders.

     4. (a) Written action and consent in accordance with the provisions of Section 607.0704, Florida Statutes, approving the amendment to ARTICLE I – NAME of the Articles of Incorporation, to become effective as of the close of business on June 30, 1996, has been obtained from shareholders of record and entitled to vote holding 57,673 shares out of 95,915 shares outstanding and entitled to vote;

          (b) Such vote is sufficient for approval by the shareholders; and

          (c) The first such written consent was given on June 11, 1996 and the last such written consent was given on June 11, 1996.

     Executed this June 11, 1996.

SOUTHEAST-ATLANTIC CORPORATION
By:	/s/ Robert H. Paul
	Robert H. Paul, III
	President

EX-3.145

Exhibit 3.145

Certificate of Assistant Secretary

     I, Wayne R. Lewis, in my capacity as Assistant Secretary of Southeast-Atlantic Beverage Corporation, a Florida corporation (the “Corporation”), am delivering this Certificate of Assistant Secretary to certify that the Corporation was formerly known as Southeast-Atlantic Corporation and SEA Acquisition, Inc. (collectively the “Former Name”) and the Bylaws attached hereto in the Former Name continue to be the Bylaws of the Corporation.

     IN WITNESS WHEREOF, I have set my hand to this Certificate as of the 18^th day of November, 2008.

Southeast-Atlantic Beverage Corporation a Florida corporation
By:	/s/ Wayne R. Lewis
	Wayne R. Lewis
	Assistant Secretary

State of Texas	§
	§
County of Collin	§

     This instrument was acknowledged before me on this 18^th day of November 2008, by Wayne R. Lewis, Assistant Secretary of Southeast-Atlantic Beverage Corporation, a Florida corporation, on behalf of said corporation.

/s/ Janet L. Barrett  

Janet L. Barrett 

Notary Public in and for the State of Texas 

BYLAWS
OF
SEA ACQUISITION, INC.

Article I. Meetings of Shareholders

     Section 1. Annual Meeting. The annual meeting of the shareholders of this corporation shall be held at the time and place designated by the Board of Directors of the corporation. The annual meeting of shareholders for any year shall be held no later than thirteen months after the last preceding annual meeting of shareholders. Business transacted at the annual meeting shall include the election of directors of the corporation.

     Section 2. Special Meetings. Special meetings of the shareholders shall be held when directed by the Board of Directors, or when requested in writing by the holders of not less than ten (10) percent of all the shares entitled to vote at the meeting.

     Section 3. Place. Meetings of shareholders may be held within or without the State of Florida.

     Section 4. Notice. Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the meeting, either personally or by first class mail, by or at the direction of the President, the Secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.

     Section 5. Notice of Adjourned Meetings. When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. If, however, after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given as provided in this section to each shareholder of record on the new record date entitled to vote at such meeting.

     Section 6. Closing of Transfer Books and Fixing Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other purpose, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, sixty (60) days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten (10) days immediately preceding such meeting.

     In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any determination of shareholders, such date in any case to be not more than sixty (60) days and, in case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action requiring such determination of shareholders is to be taken.

     If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders

     When a determination of shareholders is entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date for the adjourned meeting.

     Section 7. Voting Record. The officers or agent having charge of the stock transfer books for shares of the corporation shall make, at least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, with the address of and the number and class and series, if any, of shares held by each. The list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office of the corporation, at the principal place of business of the corporation, or at the office of the transfer agent or registrar of the corporation, and any shareholder shall be entitled to inspect the list at any time during usual business hours. The list shall also be produced and kept open at the time and place

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of the meeting and shall be subject to the inspection of any shareholder at any time during the meeting.

     If the requirements of this section have not been substantially complied with, the meeting on demand of any shareholder in person or by proxy, shall be adjourned until the requirements are complied with. If no such demand is made, failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting.

     Section 8. Shareholder Quorum and Voting. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. When a specified item of business is required to be voted on by a class or series of stock, a majority of the shares of such class or series shall constitute a quorum for the transaction of such item of business by that class or series.

     If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law.

     After a quorum has been established at a shareholders’ meeting, the subsequent withdrawal of shareholders, so as to reduce the number of shareholders entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the meetings or any adjournment thereof.

     Section 9. Voting of Shares. Each outstanding share, regardless of class, shall be entitled to one (1) vote on each matter submitted to a vote at a meeting of shareholders.

     Treasury shares, shares of stock of this corporation owned by another corporation the majority of the voting stock of which is owned or controlled by this corporation, and shares of stock of this corporation held by it in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time.

     A shareholder may vote either in person or by proxy executed in writing by the shareholder or his duly authorized attorney-in-fact.

     At each election for directors, every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many

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persons as there are directors to be elected at that time and for whose election he has a right to vote.

     Shares standing in the name of another corporation, domestic or foreign, may be voted by the officer, agent, or proxy designated by the bylaws of the corporate shareholder; or, in the absence of any applicable bylaw, by such person as the Board of Directors of the corporate shareholder may designate. Proof of such designation may be made by presentation of a certified copy of the bylaws or other instrument of the corporate shareholder. In the absence of any such designation, or in case of conflicting designation by the corporate shareholder, the chairman of the board, president, any vice president, secretary and treasurer of the corporate shareholder shall be presumed to possess, in that order, authority to vote such shares.

     Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

     Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

     A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee or his nominee shall be entitled to vote the shares so transferred.

     On and after the date on which written notice of redemption of redeemable shares has been mailed to the holders thereof and a sum sufficient to redeem such shares has been deposited with a bank or trust company with irrevocable instruction and authority to pay the redemption price to the holders thereof upon surrender of certificates therefor, such shares shall not be entitled to vote on any matter and shall not be deemed to be outstanding shares.

     Section 10. Proxies. Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting or a shareholders; duly authorized attorney-in-fact may authorize another person or persons to act for him by proxy.

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     Every proxy must be signed by the shareholder or his attorney-in-fact. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by law.

     The authority of the holder of a proxy to act shall not be revoked by the incompetence or death of the shareholder who executed the proxy unless, before the authority is exercised, written notice of an adjudication of such incompetence or of such death is received by the corporate officer responsible for maintaining the list of shareholders.

     If a proxy for the same shares confers authority upon two or more persons and does not otherwise provide, a majority of them present at the meeting, or if only one is present then that one, may exercise all the powers conferred by the proxy; but if the proxy holders present at the meeting are equally divided as to the right and manner of voting in any particular case, the voting of such shares shall be prorated.

     If a proxy expressly provides, any proxy holder may appoint in writing a substitute to act in his place.

     Section 11. Voting Trusts. Any number of shareholders of this corporation may create a voting trust for the purpose of conferring upon a trustee or trustees the right to vote or otherwise represent their shares, as provided by law. Where the counterpart of a voting trust agreement and the copy of the record of the holders of voting trust certificates has been deposited with the corporation as provided by law, such documents shall be subject to the same right of examination by a shareholder of the corporation, in person or by agent or attorney, as are the books and records of the corporation, and such counterpart and such copy of such record shall be subject to examination by any holder of record of voting trust certificates either in person or by agent or attorney, at any reasonable time for any proper purpose.

     Section 12. Shareholders’ Agreements. Two or more shareholders of this corporation may enter an agreement providing for the exercise of voting rights in the manner provided in the agreement or relating to any phase of the affairs of the corporation as provided by law. Nothing therein shall impair the right of this corporation to treat the shareholders of record as entitled to vote the share standing in their names.

     Section 13. Action by Shareholders Without a Meeting. Any action required by law, these bylaws, or the articles of

5

incorporation of this corporation to be taken at any annual or special meeting of shareholders of the corporation, or any action which may be taken at any annual or special meeting of such shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares is entitled to vote thereon as a class, such written consent shall be required of the holders of a majority of the shares of each class of shares entitled to vote as a class thereon and of the total shares entitled to vote thereon.

     Within ten (10) days after obtaining such authorization by written consent, notice shall be given to those shareholders who have not consented in writing. The notice shall fairly summarize the material features of the authorized action and, if the action be a merger, consolidation or sale or exchange of assets for which dissenters rights are provided under this act, the notice shall contain a clear statement of the right of shareholders dissenting therefrom to be paid the fair market value of their shares upon compliance with further provisions of this act regarding the rights of dissenting shareholders.

Article II. Directors

     Section 1. Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of a corporation shall be managed under the direction of, the Board of Directors.

     Section 2. Qualification. Directors need not be residents of this statement or shareholders of this corporation.

     Section 3. Compensation. The Board of Directors shall have authority to fix the compensation of directors.

     Section 4. Duties of Directors. A director shall perform his duties as a director, including his duties as a member of any committee of the board upon which he may serve, in good faith, in a manner he reasonably believes to be in the best interests of the corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.

     In performing duties, a director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by:

6

     (a) one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;

     (b) counsel, public accountants or other persons as to matters which the director reasonably believes to be within such person’s professional or expert competence; or

     (c) a committee of the board upon which he does not serve, duly designated in accordance with a provision of the articles of incorporation or the bylaws, as to matters within its designated authority, which committee the director reasonably believes to merit confidence.

     A director shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause such reliance described above to be unwarranted.

     A person who performs his duties in compliance with this section shall have no liability by reason of being or having been a director of the corporation.

     Section 5. Presumption of Assent. A director of the corporation who is present at a meeting of its Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he votes against such action or abstains from voting in respect thereto because of an asserted conflict of interest.

     Section 6. Number. This corporation shall have eight (8) directors. The number of directors may be increased or decreased from time to time by amendment to these bylaws, but no decrease shall have the effect of shortening the terms of an incumbent director.

     Section 7. Election and Term. Each person named in the articles of incorporation as a member of the initial Board of Directors shall hold office until the first annual meeting of shareholders, and until his successor shall have been elected and qualified or until his earlier resignation, removal from office or death.

     At the first annual meeting of shareholders and at each annual meeting thereafter, the shareholders shall elect directors to hold office until the next succeeding annual meeting. Each director shall hold office for the term for which he is elected and until his successor shall have been elected and qualified or until his earlier resignation, removal from office or death.

7

     Section 8. Vacancies. Any vacancy occurring in the Board of Directors, including any vacancy created by reason of an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders.

     Section 9. Removal of Directors. At a meeting of shareholders called expressly for that purpose, any director or the entire Board of Directors may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors.

     The directors, by a majority vote of their membership, shall have the power to remove a director from office upon a finding of cause detrimental to the corporation after notice thereof and an opportunity to be heard have been duly approved.

     Section 10. Quorum and Voting. A majority of the number of directors fixed by these bylaws shall constitute a quorum for the transaction of business. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

     Section 11. Director Conflicts of Interest. No contract or other transaction between this corporation and one or more of its directors or any other corporation, firm, association or entity in which one or more of the directors or officers or are financially interested, shall be either void or voidable because of such relationship or interest or because such director of directors are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction or because his or their votes are counted for such purpose, if:

     (a) The fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; or

     (b) The fact of such relationship or interest is disclosed or known to the shareholders entitled to vote and they authorize, approve and ratify such contract or transaction by vote or written consent; or

     (c) The contract or transaction is fair and reasonable as to the corporation at the time it is authorized by the board, a committee or the shareholders.

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     Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction.

     Section 12. Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which, to the extent provided in such resolution shall have and may exercise all the authority of the Board of Directors, except that no committee shall have the authority to:

     (a) approve or recommend to shareholders actions or proposals required by law to be approved by shareholders,

     (b) designate candidates for the office of director, for purposes of proxy solicitation or otherwise,

     (c) fill vacancies on the Board of Directors or any committee thereof,

     (d) amend the bylaws,

     (e) authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the Board of Directors, or

     (f) authorize or approve the issuance or sale of, or any contract to issue or sell, shares or designate the terms of a series of a class of shares, except that the Board of Directors, having acted regarding general authorization for the issuance or sale of shares, or any contract therefor, and, in the case of a series, the designation thereof, may, pursuant to a general formula or method specified by the Board of Directors, by resolution or by adoption of a stock option or other plan, authorize a committee to fix the terms of any contract for the sale of the shares and to fix the terms upon which such shares may be issued or sold, including, without limitation, the price, the rate or manner of payment of dividends, provisions for redemption, sinking fund, conversion, voting or preferential rights, and provisions for other features of a class of shares, or a series of a class of shares, with full power in such committee to adopt any final resolution setting forth all the terms thereof and to authorize the statement of the terms of a series for filing with the Department of State.

     The Board of Directors, by resolution adopted in accordance with this section, may designate one or more directors as alternate members of any such committee, who may act in the place

9

and stead of any absent member or members of any meeting of such committee.

     Section 13. Place of Meeting. Regular and special meetings by the Board of Directors may be held within or without the State of Florida.

     Section 14. Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice on                     . Written notice of the time and place of special meetings of the Board of Directors shall be given to each director by either personal delivery, telegram or cablegram at least two (2) days before the meeting.

     Notice of a meeting of the Board of Directors need not be given to any director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting and waiver of any and all obligations to the place of the meeting, the time of the meeting, or the manner in which it has been called or convened, except when a director states, at the beginning of the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened.

     Neither the business to be transacted at, nor the purpose, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

     A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of any such adjourned meetings shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

     Meetings of the Board of Directors may be called by the chairman of the board, by the president of the corporation, or by any two directors.

     Members of the Board of Directors may participate in a meeting of such board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

     Section 15. Action Without a Meeting. Any action required to be taken at a meeting of the directors of a corporation, or any action which may be taken at a meeting of the directors or a

10

committee hereof, may be taken without a meeting if a consent in writing, setting forth the action so to be taken, signed by all the directors, or all the members of the committee, as the case may be, is filed in the minutes of the proceedings of the board or of the committee. Such consent shall have the same effect as a unanimous vote.

Article III. Officers

     Section 1. Officers. The officers of this corporation shall consist of a chairman of the board, a president, one or more vice presidents, if elected, a secretary and a treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the Board of Directors from time to time. Any two or more offices may be held by the same person. The failure to elect a president, secretary or treasurer shall not affect the existence of this corporation.

     Section 2. Duties. The officers of this corporation shall have the following duties:

     The Chairman of the Board of Directors, if elected, or failing his election or in his absence, the President, shall preside at all meetings of the shareholders and Board of Directors, and shall perform such other duties as may be prescribed from time to time by the Board of Directors.

     The President shall be the chief executive officer of the corporation, shall have general and active management of the business and affairs of the corporation subject to the directions of the Board of Directors, and if there be no Chairman of the Board shall preside at all meetings of the shareholders and Board of Directors.

     In the absence of the President or in the event of his death, inability or refusal to act, the Vice President (or in the event there be more than one, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

     The Secretary shall have custody of, and maintain, all of the corporate records except the financial records; shall record

11

the minutes of all meetings of the shareholders and Board of Directors, send out all notices of meetings, and perform such other duties as may be prescribed by the Board of Directors or the President.

     The Treasurer shall have custody of all corporate funds and financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts thereof at the annual meetings of shareholders and whenever else required by the Board of Directors or the President, and shall perform such other duties as may be prescribed by the Board of Directors or the President.

     Section 3. Removal of Officers. Any officer or agent elected or appointed by the Board of Directors may be removed by the board whenever in its judgment the best interests of the corporation will be served thereby.

     Any officer or agent elected by the shareholders may be removed only by vote of the shareholders, unless the shareholders shall have authorized the directors to remove such officer or agent.

     Removal of any officer shall be without prejudice to the contract rights, if any, of the person so removed; however, election or appointment of an officer or agent shall not of itself create contract rights.

Article IV. Stock Certificates

     Section 1. Issuance. Every holder of shares in this corporation shall be entitled to have a certificate, representing all shares to which he is entitled. No certificate shall be issued for any share until such share is fully paid.

     Section 2. Form. Certificates representing shares in this corporation shall be signed by the President or Vice President and the Secretary or an Assistant Secretary and may be sealed with the seal of this corporation or a facsimile thereof. The signatures of the President or Vice President and the Secretary or Assistant Secretary may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the corporation itself or an employee of the corporation. In case any officer who signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of it issuance.

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     Every certificate representing shares issued by this corporation shall set forth or fairly summarize upon the face or back of the certificate, or shall state that the corporation will furnish to any shareholder upon request and without charge a full statement of, the designations, preferences, limitations and relative rights of the shares of each class or series authorized to be issued, and the variations in the relative rights and preferences between the shares of each series so far as the same have been fixed and determined, and the authority of the Board of Directors to fix and determine the relative rights and preferences of subsequent series.

     Each certificate representing sharers which are restricted as to the sale, disposition or other transfer of such shares shall state that such shares are restricted as to transfer and shall set forth or fairly summarize upon the certificate, or shall state that the corporation will furnish to any shareholder upon request and without charge a full statement of, such restrictions.

     Each certificate representing shares shall state upon the face thereof: the name of the corporation; that the corporation is organized under the laws of this state; the name of the person or persons to whom issued; the number and class of shares, and the designation of the series, if any, which such certificate represents; and the par value of each share represented by such certificate, or a statement that the shares are without par value.

     Section 3. Transfer of Stock. The corporation shall register a stock certificate presented to it for transfer if the certificate is properly endorsed by the holder of record or by his duly authorized attorney, and the signature of such person has been guaranteed by a commercial bank or trust company or by a member of the New York or American Stock Exchange.

     Section 4. Lost, Stolen, or Destroyed Certificates. The corporation shall issue a new stock certificate in the place of any certificate previously issued if the holder of record of the certificate (a) makes proof in affidavit form that it has been lost, destroyed or wrongfully taken; (b) requests the issue of a new certificate before the corporation has note that the certificate has been acquired by a purchaser for value in good faith and without notice of any adverse claim; (c) gives bond in such form as the corporation may direct, to indemnify the corporation, the transfer agent, and register against any claim that may be made on account of the alleged loss, destruction, or theft of a certificate; and (d) satisfies any other reasonable requirements imposed by the corporation.

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Article V. Books and Records

     Section 1. Books and Records. This corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its shareholders, board of directors and committees of directors.

     This corporation shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders, and the number, class and series, if any, of the shares held by each.

     Any books, records and minutes may be in written form or in any other form capable of being converted into written form within a reasonable time.

     Section 2. Shareholders’ Inspection Rights. Any person who shall have been a holder of record of shares or of voting trust certificates therefor at least six (6) months immediately preceding his demand or shall be the holder of record of, or the holder of record of voting trust certificates for, at least five (5) percent of the outstanding shares of any class or series of the corporation, upon written demand stating the purpose thereof, shall have the right to examine, in person or by agent or attorney, at any reasonable time or times, for any proper purpose its relevant books and records of accounts, minutes and records of shareholders and to make extracts therefrom.

     Section 3. Financial Information. No later than four months after the close of each fiscal year, this corporation shall prepare a balance sheet showing in reasonable detail the financial condition of the corporation as of the close of its fiscal year, and a profit and loss statement showing the results of the operations of the corporation during its fiscal year.

     Upon the written request of any shareholder or holder of voting trust certificates for shares of the corporation, the corporation shall mail to such shareholder or holder of voting trust certificates a copy of the most recent such balance sheet and profit and loss statement.

     The balance sheets and profit and loss statements shall be filed in the registered office of the corporation in this state, shall be kept for at least five (5) years, and shall be subject to inspection during business hours by any shareholder or holder of voting trust certificates, in person or by agent.

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Article VI. Dividends

     The Board of Directors of this corporation may, from time to time, declare and the corporation may pay dividends on its shares in cash, property or its own shares, except when the corporation is insolvent or when the payment thereof would render the corporation insolvent or when the declaration or payment thereof would be contrary to any restrictions contained in the articles of incorporation, subject to the following provisions;

     (a) Dividends in cash or property may be declared and paid, except as otherwise provided in this section, only out of the unreserved and unrestricted earned surplus of the corporation or out of capital surplus, however arising, but each dividend paid out of capital surplus shall be identified as a distribution of capital surplus, and the amount per share paid from such surplus shall be disclosed to the shareholders receiving the same concurrently with the distribution.

     (b) Dividends may be declared and paid in the corporation’s own treasury shares.

     (c) Dividends may be declared and paid in the corporation’s own authorized but unissued shares out of any unreserved and unrestricted surplus of the corporation upon the following conditions:

     (1) If a dividend is payable in shares having a par value, such shares shall be issued at not less than the par value thereof and there shall be transferred to stated capital at the time such dividend is paid an amount of surplus equal to the aggregate par value of the shares to be issued as a dividend.

     (2) If a dividend is payable in shares without par value, such shares shall be issued at such stated value as shall be fixed by the Board of Directors by resolution adopted at the time such dividend is declared, and there shall be transferred to stated capital at the time such dividend is paid an amount of surplus equal to the aggregate stated value so fixed in respect of such shares; and the amount per share so transferred to stated capital shall be disclosed to the shareholders receiving such dividend concurrently with the payment thereof.

     (d) No dividend payable in shares of any class shall be paid to the holders of shares of any other class unless the articles of incorporation so provided or such payment is authorized by the affirmative vote or the written consent of the holders of at least a majority of the outstanding shares of the class in which the payment is to be made.

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     (e) A split-up or division of the issued shares of any class into a greater number of shares of the same class without increasing the stated capital of the corporation shall not be construed to be a share dividend within the meaning of this section.

Article VII. Fiscal Year

     The fiscal year of the corporation shall be computed on a 52–53 week basis as defined in Section 441(f)(1)(B) of the Internal Revenue Code and shall end on the Sunday which is nearest the last day in September in each year.

Article VIII. Corporate Seal

     The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the following:

SEA ACQUISITION, INC.

and in the center there of:

INCORPORATED
1986

and the word “Seal”.

Article IX. Amendment

     These bylaws may be repealed or amended, and new bylaws may be adopted, by either the Board of Directors or the shareholders, but the Board of Directors may not amend or repeal any bylaw adopted by shareholders if the shareholders specifically provide such bylaw not subject to amendment or repeal by the directors.

Bylaws

16

EX-3.146

Exhibit 3.146

PAGE 1

State of Delaware
Office of the Secretary of State

     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “THE AMERICAN BOTTLING COMPANY”, FILED IN THIS OFFICE ON THE SIXTH DAY OF APRIL, A.D. 1998, AT 1:30 O’CLOCK P.M.

2880629 8100		/s/ Edward J. Freel
981131825		Edward J. Freel, Secretary of State
		AUTHENTICATION:	901512 7
		DATE:	04-07-98

CERTIFICATE OF INCORPORATION
OF
THE AMERICAN BOTTLING COMPANY

          The undersigned incorporator, for the purpose of incorporating or organizing a corporation under the General Corporation Law of the State of Delaware (the “GCL”), does hereby certify that:

          FIRST: The name of the corporation is THE AMERICAN BOTTLING COMPANY (hereinafter the “Corporation”).

          SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

          THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the GCL.

          FOURTH: The total number of shares of capital stock which the Corporation shall have authority to issue is 10,000 shares, consisting of 10,000 shares of Common Stock, par value $.01 per share (the “Common Stock”).

          FIFTH: The name and mailing address of the incorporator is Michelle K. Bowe, Esq., Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New York 10178.

          SIXTH: The Corporation shall be entitled to treat the Person in whose name any shares of its capital stock are registered as the owner thereof for all purposes and shall not be bound to recognize any equitable or other claim to, or interest in, such shares on the part of any other Person, whether or not the Corporation shall have notice thereof, except as required by applicable law.

          SEVENTH: The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

          EIGHTH: In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, alter, amend or repeal the By-Laws of the Corporation.

          NINTH: Elections of directors need not be by ballot unless the By-laws of the Corporation shall so provide.

          TENTH: The Corporation expressly elects not to be governed by Section 203 of the GCL.

          ELEVENTH: To the fullest extent permitted by the GCL as the same exists or may hereafter be amended, a director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the GCL is amended after the date of filing of this Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the GCL, as so amended from time to time. No repeal or modification of this Article ELEVENTH by the stockholders shall adversely affect any right or protection of a director of the Corporation existing by virtue of this Article ELEVENTH at the time of such repeal or modification.

          TWELFTH: Except as set forth herein, the Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred on stockholders herein are granted subject to this reservation.

          THIRTEENTH: Meetings of stockholders may be held within or without the State of Delaware, as the By-Laws of the Corporation may provide. The books of the Corporation may be kept (subject to any provision contained in applicable law) outside the State of Delaware at such place as may be designated from time to time by the Board of Directors or in the By-Laws of the Corporation.

          FOURTEENTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be

-2-

binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

          FIFTEENTH: The Corporation shall, to the fullest extent permitted by the provisions of the General Corporation Law of Delaware, as now or hereinafter in effect, indemnify all persons whom it may indemnify under such provisions. The indemnification provided by this provision shall not limit or exclude any rights, indemnities or limitations of liability to which any person may be entitled, whether as a matter of law, by agreement, vote of the shareholders or otherwise. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

          SIXTEENTH: Any notice required by the provisions of this Certificate of Incorporation shall be in writing and shall be deemed given upon delivery, if delivered personally, or by a recognized commercial courier postage prepaid with receipt acknowledged, or upon the expiration of one hundred twenty (120) hours after the same has been deposited in the United States mail, by certified or registered mail, return receipt requested, postage prepaid, and addressed, in the case of a notice to any holder of shares of capital stock of the Corporation, to such holder as such holder’s address appears on the books of the Corporation, or in the case of a notice to the Corporation, at its principal executive office. Neither the failure to mail any such notice to any particular holder nor any defect in any such notice shall affect the sufficiency of notice with respect to any other Person.

-3-

          IN WITNESS WHEREOF, the undersigned, being the incorporator of the Corporation, has duly executed this Certificate of Incorporation on this sixth day of April, 1998.

/s/ Michelle K. Bowe Michelle K. Bowe

-4-

EX-3.147

Exhibit 3.147

Delaware	PAGE 1
The first State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF RETIREMENT OF “THE AMERICAN BOTTLING COMPANY”, FILED IN THIS OFFICE ON THE THIRD DAY OF JANUARY, A.D. 2006, AT 4:33 O’CLOCK P.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

		/s/ Harriet Smith Windsor
		Harriet Smith Windsor, Secretary of State
880629    8100 070006734		AUTHENTICATION:    5324863 DATE:    01-03-07

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:33 PM 01/03/2007

FILED 04:33 PM 01/03/2007

SRV 070006734 — 2880629 FILE

CERTIFICATE OF RETIREMENT
OF SHARES OF COMMON STOCK
OF
THE AMERICAN BOTTLING COMPANY

Pursuant to Section 243(b) of the General Corporation Law
of the State of Delaware

     THE AMERICAN BOTTLING COMPANY, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

     1. The Board of Directors of the Corporation has adopted resolutions providing for the repurchase, retirement and cancellation of 5 shares (the “Shares”) of common stock, par value $.01 per share, of the Corporation (the “Common Stock”), which were, prior to such repurchase, retirement and cancellation, issued and outstanding shares of Common Stock.

     2. The Shares have been repurchased, retired and canceled.

     3. The Certificate of Incorporation of the Corporation (as the same has been amended, the “Certificate of Incorporation”), prohibits the reissuance of shares of Common Stock which are otherwise repurchased by the Corporation, and requires that upon any repurchase of shares of Common Stock by the Corporation the shares of Common Stock so repurchased be immediately retired and canceled and eliminated from the authorized shares of Common Stock the Corporation has authority to issue.

     4. Pursuant to the provisions of Section 243(b) of the General Corporation Law of the State of Delaware, upon the effective time of this Certificate of Retirement, the Certificate of Incorporation shall be amended so as to reduce the authorized number of shares of Common Stock which the Corporation has authority to issue by 5.

     5. The authorized number of shares of Common Stock which shall remain is 9,995.

     IN WITNESS WHEREOF, the Corporation has caused this Certificate of Retirement to be executed this 2nd day of January 2007.

THE AMERICAN BOTTLING COMPANY
By:	/s/ James L. Baldwin
Name:	James L. Baldwin
Title:	Executive Vice President

EX-3.148

Exhibit 3.148

PAGE 1

Delaware
The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF OWNERSHIP, WHICH MERGES:

     “DR PEPPER SNAPPLE BOTTLING GROUP, INC.”, A DELAWARE CORPORATION,

     WITH AND INTO “THE AMERICAN BOTTLING COMPANY” UNDER THE NAME OF “THE AMERICAN BOTTLING COMPANY”, A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE TWENTY-EIGHTH DAY OF MAY, A.D. 2008, AT 11:25 O’CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF OWNERSHIP IS THE THIRTY-FIRST DAY OF MAY, A.D. 2008, AT 11:59 O’CLOCK P.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

2880629 8100M

080620553
You may verify this certificate online
at corp. delaware. gov/authver.shtml /s/ Harriet Smith Windsor                            
  Harriet Smith Windsor, Secretary of State

AUTHENTICATION: 6623261                      

DATE: 05-29-08

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:21 PM 05/28/2008

FILED 11:25 PM 05/28/2008

SRV 080620553 – 2880629 FILE

CERTIFICATE OF OWNERSHIP AND MERGER

merging

DR PEPPER SNAPPLE BOTTLING GROUP, INC.
(a Delaware corporation)

with and into

THE AMERICAN BOTTLING COMPANY
(a Delaware corporation)

(PURSUANT TO SECTION 253 OF THE
GENERAL CORPORATION LAW OF THE STATE OF DELAWARE)

May 28, 2008

Dr Pepper Snapple Bottling Group, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY as follows:

     FIRST: That the Corporation was incorporated on August 11, 1999 pursuant to the General Corporation Law of the State of Delaware (the “DGCL”).

     SECOND: That the Corporation owns all of the issued and outstanding shares of stock of THE AMERICAN BOTTLING COMPANY (“ABC”), a corporation incorporated on April 6, 1998 pursuant to the DGCL.

     THIRD: That the Corporation by the following resolutions of its Board of Directors, duly adopted at a meeting of the Board of Directors on May 20, 2008, has determined to merge with and into ABC pursuant to Section 253 of the DGCL:

     RESOLVED, that it is deemed advisable and in the best interest of Dr Pepper Snapple Bottling Group, Inc., a Delaware corporation (the “Corporation”), that the Corporation, which is the owner of all of the issued and outstanding shares of stock of THE AMERICAN BOTTLING COMPANY, a Delaware corporation (the “Subsidiary”), merge with and into the Subsidiary pursuant to Section 253 of the DGCL (the “Merger”); and further

     RESOLVED, that the effective time and date of the Merger (the “Effective Time”) shall be 11:59 P.M. Eastern Time on May 31, 2008; and further

     RESOLVED, that upon the Merger, the Subsidiary shall be the surviving corporation and shall continue as a corporation organized and existing pursuant to the laws of the State of Delaware under the name of “THE AMERICAN BOTTLING COMPANY”; and further

     RESOLVED, that following the Merger, the corporate existence of the Subsidiary, with all of its purposes, powers and objects, shall continue unaffected and unimpaired by the Merger, and as the surviving corporation, it shall, from and after the Merger, possess all of the rights, privileges, immunities, powers and purposes of the Corporation, and all of the property (real, personal and intangible), causes of action and every other asset of the Corporation shall vest in the Subsidiary, and the Subsidiary shall assume all of the obligations and liabilities of the Corporation, all without further act or deed; and further

     RESOLVED, that the separate corporate existence of the Corporation shall cease upon the Merger; and further

     RESOLVED, that, upon the Merger, each share of common stock, par value $0.01 per share, of the Corporation issued and outstanding immediately prior to the Effective Time shall automatically, by virtue of the Merger and without any action on the part of the holder thereof, be converted into one fully paid and non-assessable shares of common stock, $0.01 par value per share, of the surviving corporation, a certificate or certificates for which shall be issued to the sole stockholder of the Corporation upon surrender to the surviving corporation of the sole stockholder’s certificate(s) formerly representing shares of common stock of the Corporation; and further

     RESOLVED, that, upon the Merger, each share of common stock, par value $0.01 per share, of the Subsidiary that is issued and outstanding or held as treasury stock immediately prior to the Merger shall automatically, by virtue of the Merger and without any action on the part of the holder thereof, be canceled, retired and cease to exist without payment of any consideration with respect thereto; and further

     RESOLVED, that, from and after the Merger, the Certificate of Incorporation and the By-Laws of the Subsidiary, as in effect immediately prior to the Merger, shall be those of the surviving corporation; and further

     RESOLVED, that the members of the Board of Directors and officers of the Subsidiary immediately prior to the Merger shall be the members of the Board of Directors and the officers, respectively, of the surviving corporation until successors are appointed in accordance with applicable law and the Certificate of Incorporation and the By-Laws of the surviving corporation; and further

     RESOLVED, that for U.S. Federal income tax purposes, the Merger is intended to qualify as a tax-free reorganization under Section 368 of the Internal Revenue Code of 1986, as amended; and further

     RESOLVED, that at any time prior to the time the Certificate of Ownership and Merger filed with the Secretary of State of the State of Delaware becomes effective, the transactions contemplated by these resolutions may be

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abandoned, these resolutions may be rescinded and said Certificate of Ownership and Merger terminated in accordance with Section 251(d) of the DGCL and any other applicable law; and further

     RESOLVED, that the Board hereby recommends that the sole stockholder of the Corporation approve the Merger and submits the Merger to the sole stockholder of the Corporation for approval; and further

     RESOLVED, that upon approval of the Merger by the sole stockholder, each officer of the Corporation be, and each of them hereby is, authorized, empowered and directed to execute, acknowledge, file and report, in the name and on behalf of the Corporation, the Certificate of Ownership and Merger and those other agreements, instruments and documents as may be contemplated by the Certificate of Ownership and Merger and any amendments or supplements thereto, in such form and with any such changes, additions or deletions as any such officer shall determine to be advisable and in the best interests of the Corporation, which determination shall be conclusively evidenced by such officer’s execution and delivery thereof; and further

     RESOLVED, each officer of the Corporation be, and each of them hereby is, authorized, empowered and directed to execute and deliver in the name and on behalf of the Corporation, any agreements, instruments and documents and to do and perform all such acts and things as in their judgment, or in the judgment of any one of them, shall be deemed necessary or advisable in order to carry out, comply with, and effectuate the intent and purposes of the foregoing resolutions and any or all of the transactions contemplated therein or thereby, the authority thereof to be conclusively evidenced by the execution and delivery of such agreements, instruments and documents or the taking of such action.

     FOURTH: ABC shall be the surviving corporation of the Merger under the name of “THE AMERICAN BOTTLING COMPANY”.

     FIFTH: The sole stockholder of the Corporation by unanimous written consent dated as of May 20, 2008 has approved the merger of the Corporation with and into the Subsidiary in accordance with Section 228 of the General Corporation Law of the State of Delaware.

     SIXTH: The merger of the Corporation with and into ABC shall be effective as of 11:59 P.M. Eastern Time on May 31, 2008.

[Signature page follows.]

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     IN WITNESS WHEREOF, the Corporation has caused this Certificate of Ownership and Merger to be executed by its duly authorized officer as of the date first written above.

DR PEPPER SNAPPLE BOTTLING GROUP, INC.
By:	/s/ William M. Nelson
	Name:	William M. Nelson
	Title:	Senior Vice President & Secretary

[Signature Page to Certificate of Ownership and Merger]

EX-3.149

Exhibit 3.149

AMENDED AND RESTATED BY-LAWS

OF

THE AMERICAN BOTTLING COMPANY

ARTICLE I
Stockholders

     SECTION 1. Annual Meeting. The annual meeting of the stockholders of the Corporation shall be held on such date, at such time and at such place within or without the State of Delaware as may be designated by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may be properly brought before the meeting.

     SECTION 2. Special Meetings. Except as otherwise provided in the Certificate of Incorporation, a special meeting of the stockholders of the Corporation may be called at any time by the Board of Directors or the President and shall be called by the President or the Secretary at the request in writing of stockholders holding together at least twenty-five percent of the number of shares of stock outstanding and entitled to vote at such meeting. Any special meeting of the stockholders shall be held on such date, at such time and at such place within or without the State of Delaware as the Board of Directors or the officer calling the meeting may designate. At a special meeting of the stockholders, no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting unless all of the stockholders are present in person or by proxy, in which case any and all business may be transacted at the meeting even though the meeting is held without notice.

     SECTION 3. Notice of Meetings. Except as otherwise provided in these By-Laws or by law, a written notice of each meeting of the stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder of the Corporation entitled to vote at such meeting at his or her address as it appears on the records of the Corporation. The notice shall state the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

     SECTION 4. Quorum. At any meeting of the stockholders, the holders of a majority in number of the total outstanding shares of stock of the Corporation entitled to vote at such meeting, present in person or represented by proxy, shall constitute a quorum of the stockholders for all purposes, unless the representation of a larger number of shares shall be required by law, by the Certificate of Incorporation or by these By-Laws, in which case the representation of the number of shares so required shall constitute a quorum; provided that at any meeting of the stockholders at which the holders of any class of stock of the Corporation shall be entitled to vote separately as a class, the holders of a majority in number of the total outstanding shares of such class, present in person or represented by proxy, shall constitute a quorum for purposes of such

class vote unless the representation of a larger number of shares of such class shall be required by law, by the Certificate of Incorporation or by these By-Laws.

     SECTION 5. Adjourned Meetings. Whether or not a quorum shall be present in person or represented at any meeting of the stockholders, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at such meeting may adjourn from time to time; provided, however, that if the holders of any class of stock of the Corporation are entitled to vote separately as a class upon any matter at such meeting, any adjournment of the meeting in respect of action by such class upon such matter shall be determined by the holders of a majority of the shares of such class present in person or represented by proxy and entitled to vote at such meeting. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the stockholders, or the holders of any class of stock entitled to vote separately as a class, as the case may be, may transact any business which might have been transacted by them at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting.

     SECTION 6. Organization. The President or, in his absence, a Vice President shall call all meetings of the stockholders to order, and shall act as Chairman of such meetings. In the absence of the President and all of the Vice Presidents, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at such meeting shall elect a Chairman.

     The Secretary of the Corporation shall act as Secretary of all meetings of the stockholders; but in the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting. It shall be the duty of the Secretary to prepare and make, at least ten days before every meeting of stockholders, a complete list of stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting or, if not so specified, at the place where the meeting is to be held, for the ten days next preceding the meeting, to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, and shall be produced and kept at the time and place of the meeting during the whole time thereof and subject to the inspection of any stockholder who may be present.

     SECTION 7. Voting. Except as otherwise provided in the Certificate of Incorporation or by law, each stockholder shall be entitled to one vote for each share of the capital stock of the Corporation registered in the name of such stockholder upon the books of the Corporation. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to

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corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. When directed by the presiding officer or upon the demand of any stockholder, the vote upon any matter before a meeting of stockholders shall be by ballot. Except as otherwise provided by law or by the Certificate of Incorporation, Directors shall be elected by a plurality of the votes cast at a meeting of stockholders by the stockholders entitled to vote in the election and, whenever any corporate action, other than the election of Directors is to be taken, it shall be authorized by a majority of the votes cast at a meeting of stockholders by the stockholders entitled to vote thereon.

     Shares of the capital stock of the Corporation belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes.

     SECTION 8. Inspectors. When required by law or directed by the presiding officer or upon the demand of any stockholder entitled to vote, but not otherwise, the polls shall be opened and closed, the proxies and ballots shall be received and taken in charge, and all questions touching the qualification of voters, the validity of proxies and the acceptance or rejection of votes shall be decided at any meeting of the stockholders by two or more Inspectors who may be appointed by the Board of Directors before the meeting, or if not so appointed, shall be appointed by the presiding officer at the meeting. If any person so appointed fails to appear or act, the vacancy may be filled by appointment in like manner.

     SECTION 9. Consent of Stockholders in Lieu of Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken or which may be taken at any annual or special meeting of the stockholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of any such corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE II
Board of Directors

     SECTION 1. Number and Term of Office. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors, none of whom need be stockholders of the Corporation. The number of Directors constituting the Board of Directors shall be fixed from time to time by resolution passed by a majority of the Board of Directors. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be

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elected at the annual meeting of stockholders, and shall hold office until their respective successors are elected and qualified or until their earlier resignation or removal.

     SECTION 2. Removal, Vacancies and Additional Directors. The stockholders may, at any special meeting the notice of which shall state that it is called for that purpose, remove, with or without cause, any Director and fill the vacancy; provided that whenever any Director shall have been elected by the holders of any class of stock of the Corporation voting separately as a class under the provisions of the Certificate of Incorporation, such Director may be removed and the vacancy filled only by the holders of that class of stock voting separately as a class. Vacancies caused by any such removal and not filled by the stockholders at the meeting at which such removal shall have been made, or any vacancy caused by the death or resignation of any Director or for any other reason, and any newly created directorship resulting from any increase in the authorized number of Directors, may be filled by the affirmative vote of a majority of the Directors then in office, although less than a quorum, and any Director so elected to fill any such vacancy or newly created directorship shall hold office until his or her successor is elected and qualified or until his earlier resignation or removal.

     When one or more Directors shall resign effective at a future date, a majority of the Directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office as herein provided in connection with the filling of other vacancies.

     SECTION 3. Place of Meeting. The Board of Directors may hold its meetings in such place or places in the State of Delaware or outside the State of Delaware as the Board from time to time shall determine.

     SECTION 4. Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as the Board from time to time by resolution shall determine. No notice shall be required for any regular meeting of the Board of Directors; but a copy of every resolution fixing or changing the time or place of regular meetings shall be mailed to every Director at least five days before the first meeting held in pursuance thereof.

     SECTION 5. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by direction of the President or by any two of the Directors then in office.

     Notice of the day, hour and place of holding of each special meeting shall be given by mailing the same at least ten days before the meeting or by causing the same to be transmitted by facsimile, telegram or telephone at least five days before the meeting to each Director. Unless otherwise indicated in the notice thereof, any and all business other than an amendment of these By-Laws may be transacted at any special meeting, and an amendment of these By-Laws may be acted upon if the notice of the meeting shall have stated that the amendment of these By-Laws is one of the purposes of the meeting. At any meeting at which every Director shall be present,

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even though without any notice, any business may be transacted, including the amendment of these By-Laws.

     SECTION 6. Quorum. Subject to the provisions of Section 2 of this Article II, a majority of the members of the Board of Directors in office (but in no case less than one-third of the total number of Directors nor less than two Directors) shall constitute a quorum for the transaction of business and the vote of the majority of the Directors present at any meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors. If at any meeting of the Board there is less than a quorum present, a majority of those present may adjourn the meeting from time to time.

     SECTION 7. Organization. The President shall preside at all meetings of the Board of Directors. In the absence of the President, a Chairman shall be elected from the Directors present. The Secretary of the Corporation shall act as Secretary of all meetings of the Directors; but in the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting.

     SECTION 8. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the Directors of the Corporation. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided by resolution passed by a majority of the whole Board, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and the affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending these By-Laws; and unless such resolution, these By-laws, or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

     SECTION 9. Conference Telephone Meetings. Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, the members of the Board of Directors or any committee designated by the Board, may participate in a meeting of the Board or such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

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     SECTION 10. Consent of Directors or Committee in Lieu of Meeting. Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, any action required or permitted to be taken at any meeting of the Board Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing and the writing or writings are filed with the minutes of proceedings of the Board or committee, as the case may be.

ARTICLE III
Officers

     SECTION 1. Officers. The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary and a Treasurer, and such additional officers, if any, as shall be elected by the Board of Directors pursuant to the provisions of Section 6 of this Article III. The President, one or more Vice Presidents, the Secretary and the Treasurer shall be elected by the Board of Directors at its first meeting after each annual meeting of the stockholders. The failure to hold such election shall not of itself terminate the term of office of any officer. All officers shall hold office at the pleasure of the Board of Directors. Any officer may resign at any time upon written notice to the Corporation. Officers may, but need not, be Directors. Any number of offices may be held by the same person.

     All officers, agents and employees shall be subject to removal, with or without cause, at any time by the Board of Directors. The removal of an officer without cause shall be without prejudice to his contract rights, if any. The election or appointment of an officer shall not of itself create contract rights. All agents and employees other than officers elected by the Board of Directors shall also be subject to removal, with or without cause, at any time by the officers appointing them.

     Any vacancy caused by the death, resignation or removal of any officer, or otherwise, may be filled by the Board of Directors, and any officer so elected shall hold office at the pleasure of the Board of Directors.

     In addition to the powers and duties of the officers of the Corporation as set forth in these By-Laws, the officers shall have such authority and shall perform such duties as from time to time may be determined by the Board of Directors.

     SECTION 2. Powers and Duties of the President. The President shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall have general charge and control of all its business and affairs and shall have all powers and shall perform all duties incident to the office of President. The President shall preside at all meetings of the stockholders and at all meetings of the Board of Directors and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors.

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     SECTION 3. Powers and Duties of the Vice Presidents. Each Vice President shall have all powers and shall perform all duties incident to the office of Vice President and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

     SECTION 4. Powers and Duties of the Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the stockholders in books provided for that purpose; shall attend to the giving or serving of all notices of the Corporation; shall have custody of the corporate seal of the Corporation and shall affix the same to such documents and other papers as the Board of Directors or the President shall authorize and direct; shall have charge of the stock certificate books, transfer books and stock ledgers and such other books and papers as the Board of Directors or the President shall direct, all of which shall at all reasonable times be open to the examination of any Director, upon application, at the office of the Corporation during business hours; and shall have all powers and shall perform all duties incident to the office of Secretary and shall also have such other powers and shall perform such other duties as may from time to time be assigned to him by these By-Laws or by the Board of Directors or the President.

     SECTION 5. Powers and Duties of the Treasurer. The Treasurer shall have custody of, and when proper shall pay out, disburse or otherwise dispose of, all funds and securities of the Corporation. The Treasurer may endorse on behalf of the Corporation for collection checks, notes and other obligations and shall deposit the same to the credit of the Corporation in such bank or banks or depositary or depositaries as the Board of Directors may designate; shall sign all receipts and vouchers for payments made to the Corporation; shall enter or cause to be entered regularly in the books of the Corporation kept for the purpose full and accurate accounts of all moneys received or paid or otherwise disposed of and whenever required by the Board of Directors or the President shall render statements of such accounts. The Treasurer shall, at all reasonable times, exhibit the books and accounts to any Director of the Corporation upon application at the office of the Corporation during business hours; and shall have all powers and shall perform all duties incident of the office of Treasurer and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

     SECTION 6. Additional Officers. The Board of Directors may from time to time elect such other officers (who may but need not be Directors), including a Controller, Assistant Treasurers, Assistant Secretaries and Assistant Controllers, as the Board may deem advisable and such officers shall have such authority and shall perform such duties as may from time to time be assigned to them by the Board of Directors or the President.

     The Board of Directors may from time to time by resolution delegate to any Assistant Treasurer or Assistant Treasurers any of the powers or duties herein assigned to the Treasurer; and may similarly delegate to any Assistant Secretary or Assistant Secretaries any of the powers or duties herein assigned to the Secretary.

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     SECTION 7. Giving of Bond by Officers. All officers of the Corporation, if required to do so by the Board of Directors, shall furnish bonds to the Corporation for the faithful performance of their duties, in such penalties and with such conditions and security as the Board shall require.

     SECTION 8. Voting Upon Stocks. Unless otherwise ordered by the Board of Directors, the President or any Vice President shall have full power and authority on behalf of the Corporation to attend and to act and to vote, or in the name of the Corporation to execute proxies to vote, at any meeting of stockholders of any corporation in which the Corporation may hold stock, and at any such meeting shall possess and may exercise, in person or by proxy, any and all rights, powers and privileges incident to the ownership of such stock. The Board of Directors may from time to time, by resolution, confer like powers upon any other person or persons.

     SECTION 9. Compensation of Officers. The officers of the Corporation shall be entitled to receive such compensation for their services as shall from time to time be determined by the Board of Directors.

ARTICLE IV
Indemnification of Directors and Officers

     Section 1. Nature of Indemnity. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was or has agreed to become a Director or officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a Director or officer of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (i) such indemnification shall be limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person in the defense or settlement of such action or suit, and (ii) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought

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shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

     The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

     Section 2. Successful Defense. To the extent that a Director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 of this Article IV or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

     Section 3. Determination that Indemnification is Proper. Any indemnification of a Director or officer of the Corporation under Section 1 of this Article IV (unless ordered by a court) shall be made by the Corporation unless a determination is made that indemnification of the Director or officer is not proper in the circumstances because he has not met the applicable standard of conduct set forth in Section 1. Any indemnification of an employee or agent of the Corporation under Section 1 (unless ordered by a court) may be made by the Corporation upon a determination that indemnification of the employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 1. Any such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders.

     Section 4. Advance Payment of Expenses. Unless the Board of Directors otherwise determines in a specific case, expenses incurred by a Director or officer in defending a civil or criminal action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article IV. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. The Board of Directors may authorize the Corporation’s legal counsel to represent such Director, officer, employee or agent in any action, suit or proceeding, whether or not the Corporation is a party to such action, suit or proceeding.

     Section 5. Survival: Preservation of Other Rights. The foregoing indemnification provisions shall be deemed to be a contract between the Corporation and each Director, officer, employee and agent who serves in any such capacity at any time while these provisions as well

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as the relevant provisions of the Delaware General Corporation Law are in effect and any repeal or modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any action, suit, or proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts. Such a contract right may not be modified retroactively without the consent of such Director, officer, employee or agent.

     The indemnification provided by this Article IV shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any by-law, agreement, vote of stockholders or disinterested Directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The corporation may enter into an agreement with any of its Directors, officers, employees or agents providing for indemnification and advancement of expenses, including attorneys fees, that may change, enhance, qualify or limit any right to indemnification or advancement of expenses created by this Article IV.

     Section 6. Severability. If this Article IV or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each Director or officer and may indemnify each employee or agent of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgment, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article IV that shall not have been invalidated and to the fullest extent permitted by applicable law.

     Section 7. Subrogation. In the event of payment of indemnification to a person described in Section 1 of this Article IV, the Corporation shall be subrogated to the extent of such payment to any right of recovery such person may have and such person, as a condition of receiving indemnification from the Corporation, shall execute all documents and do all things that the Corporation may deem necessary or desirable to perfect such right of recovery, including the execution of such documents necessary to enable the Corporation effectively to enforce any such recovery.

     Section 8. No Duplication of Payments. The Corporation shall not be liable under this Article IV to make any payment in connection with any claim made against a person described in Section 1 of this Article IV to the extent such person has otherwise received payment (under any insurance policy, by-law or otherwise) of the amounts otherwise payable as indemnity hereunder.

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ARTICLE V
Stock-Seal-Fiscal Year

     SECTION 1. Certificates For Shares of Stock. The certificates for shares of stock of the Corporation shall be in such form, not inconsistent with the Certificate of Incorporation, as shall be approved by the Board of Directors. All certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and shall not be valid unless so signed.

     In case any officer or officers who shall have signed any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates had not ceased to be such officer or officers of the Corporation.

     All certificates for shares of stock shall be consecutively numbered as the same are issued. The name of the person owning the shares represented thereby with the number of such shares and the date of issue thereof shall be entered on the books of the Corporation.

     Except as hereinafter provided, all certificates surrendered to the Corporation for transfer shall be canceled, and no new certificates shall be issued until former certificates for the same number of shares have been surrendered and canceled.

     SECTION 2. Lost, Stolen or Destroyed Certificates. Whenever a person owning a certificate for shares of stock of the Corporation alleges that it has been lost, stolen or destroyed, he or she shall file in the office of the Corporation an affidavit setting forth, to the best of his or her knowledge and belief, the time, place and circumstances of the loss, theft or destruction, and, if required by the Board of Directors, a bond of indemnity or other indemnification sufficient in the opinion of the Board of Directors to indemnify the Corporation and its agents against any claim that may be made against it or them on account of the alleged loss, theft or destruction of any such certificate or the issuance of a new certificate in replacement therefor. Thereupon the Corporation may cause to be issued to such person a new certificate in replacement for the certificate alleged to have been lost, stolen or destroyed. Upon the stub of every new certificate so issued shall be noted the fact of such issue and the number, date and the name of the registered owner of the lost, stolen or destroyed certificate in lieu of which the new certificate is issued.

     SECTION 3. Transfer of Shares. Shares of stock of the Corporation shall be transferred on the books of the Corporation by the holder thereof, in person or by his or her attorney duly authorized in writing, upon surrender and cancellation of certificates for the number of shares of stock to be transferred, except as provided in Section 2 of this Article V.

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     SECTION 4. Regulations. The Board of Directors shall have power and authority to make such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

     SECTION 5. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, as the case may be, the Board of Directors may fix, in advance, a record date, which shall not be (i) more than sixty (60) nor less than ten (10) days before the date of such meeting, or (ii) in the case of corporate action to be taken by consent in writing without a meeting, prior to, or more than ten (10) days after, the date upon which the resolution fixing the record date is adopted by the Board of Directors, or (iii) more than sixty (60) days prior to any other action.

     If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is delivered to the Corporation; and the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

     SECTION 6. Dividends. Subject to the provisions of the Certificate of Incorporation, the Board of Directors shall have power to declare and pay dividends upon shares of stock of the Corporation, but only out of funds available for the payment of dividends as provided by law.

     Subject to the provisions of the Certificate of Incorporation, any dividends declared upon the stock of the Corporation shall be payable on such date or dates as the Board of Directors shall determine. If the date fixed for the payment of any dividend shall in any year fall upon a legal holiday, then the dividend payable on such date shall be paid on the next day not a legal holiday.

     SECTION 7. Corporate Seal. The Board of Directors shall provide a suitable seal, containing the name of the Corporation, which seal shall be kept in the custody of the Secretary. A duplicate of the seal may be kept and be used by any officer of the Corporation designated by the Board of Directors or the President.

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     SECTION 8. Fiscal Year. The fiscal year of the Corporation shall be such fiscal year as the Board of Directors from time to time determines by resolution.

ARTICLE VI
Miscellaneous Provisions.

     SECTION 1. Checks, Notes, Etc. All checks, drafts, bills of exchange, acceptances, notes or other obligations or orders for the payment of money shall be signed and, if so required by the Board of Directors, countersigned by such officers of the Corporation and/or other persons as the Board of Directors from time to time shall designate.

     Checks, drafts, bills of exchange, acceptances, notes, obligations and orders for the payment of money made payable to the Corporation may be endorsed for deposit to the credit of the Corporation with a duly authorized depository by the Treasurer and/or such other officers or persons as the Board of Directors from time to time may designate.

     SECTION 2. Loans. No loans and no renewals of any loans shall be contracted on behalf of the Corporation except as authorized by the Board of Directors. When authorized to do so, any officer or agent of the Corporation may effect loans and advances for the Corporation from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences of indebtedness of the Corporation. When authorized so to do, any officer or agent of the Corporation may pledge, hypothecate or transfer, as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, any and all stocks, securities and other personal property at any time held by the Corporation, and to that end may endorse, assign and deliver the same. Such authority may be general or confined to specific instances.

     SECTION 3. Contracts. Except as otherwise provided in these By-Laws or by law or as otherwise directed by the Board of Directors, the President or any Vice President shall be authorized to execute and deliver, in the name and on behalf of the Corporation, all agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and the seal of the Corporation, if appropriate, shall be affixed thereto by any of such officers or the Secretary or an Assistant Secretary. The Board of Directors, the President or any Vice President designated by the Board of Directors may authorize any other officer, employee or agent to execute and deliver, in the name and on behalf of the Corporation, agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and, if appropriate, to affix the seal of the Corporation thereto. The grant of such authority by the Board or any such officer may be general or confined to specific instances.

     SECTION 4. Waivers of Notice. Whenever any notice whatever is required to be given by law, by the Certificate of Incorporation or by these By-Laws to any person or persons, a

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waiver thereof in writing, signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

     SECTION 5. Offices Outside of Delaware. Except as otherwise required by the laws of the State of Delaware, the Corporation may have an office or offices and keep its books, documents and papers outside of the State of Delaware at such place or places as from time to time may be determined by the Board of Directors or the President.

ARTICLE VII
Amendments

     These By-Laws and any amendment thereof may be altered, amended or repealed, or new By-Laws may be adopted, by the Board of Directors at any regular or special meeting by the affirmative vote of a majority of all of the members of the Board, provided in the case of any special meeting at which all of the members of the Board are not present, that the notice of such meeting shall have stated that the amendment of these By-Laws was one of the purposes of the meeting; but these By-Laws and any amendment thereof may be altered, amended or repealed or new By-Laws may be adopted by the holders of a majority of the total outstanding stock of the Corporation entitled to vote at any annual meeting or at any special meeting, provided, in the case of any special meeting, that notice of such proposed alteration, amendment, repeal or adoption is included in the notice of the meeting.

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EX-3.150

Exhibit 3.150

PAGE 1

Delaware

The First State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE STATEMENT OF PARTNERSHIP EXISTENCE OF “INTERNATIONAL BEVERAGE INVESTMENTS GP”, FILED IN THIS OFFICE ON THE FOURTEENTH DAY OF JUNE, A.D. 2007, AT 11:32 O’CLOCK P.M.

		/s/ Harriet Smith Windsor
`		Harriet Smith Windsor, Secretary of State
4372320     8100		AUTHENTICATION:	5765153
070712766		DATE:	06-15-07

State of Delaware
Secretary of State
Division of Corporations
Delivered 11:32 PM 06/14/2007
FILED 11:32 PM 06/14/2007
SRV 070712766 — 4372320 FILE

STATEMENT OF PARTNERSHIP EXISTENCE

OF

INTERNATIONAL BEVERAGE INVESTMENTS GP

          This Statement of Partnership Existence, dated June 14, 2007, of International Beverage Investments GP (the “Partnership”) is being duly executed and filed by the Partnership in accordance with Section 15-303 of the Delaware Revised Uniform Partnership Act (6 Del. C. § 15-101, et seq.) (the “Act”).

     FIRST. The name of the partnership is International Beverage Investments GP.

     SECOND. The address of the registered office of the Partnership in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, DE 19801.

     THIRD. The name and address of the registered agent for service of process on the Partnership in the State of Delaware is The Corporation Trust Company, 1209 Orange Street in the City of Wilmington, County of New Castle, State of Delaware 19801.

     FOURTH. Pursuant to Sections 15-103, 15-201,15-203 and 15-501 of the Act: (i) (the Partnership shall not constitute a separate legal entity distinct from its partners, but rather shall constitute an association or collection of persons with aggregate rights and (ii) the partners of the Partnership shall be co-owners of specific partnership property holding as tenants in partnership as provided in Section 1525 of the Delaware Uniform Partnership Law (6 Del. C. § 1501, et seq.) as in effect on January 1, 1999.

          IN WITNESS WHEREOF, the undersigned has executed this Statement of Partnership Existence as of the first date written above.

INTERNATIONAL BEVERAGE INVESTMENTS GP
By:	/s/ Lisa M. Longo
	Name:	Lisa M. Longo
	Title:	Authorized Person

EX-3.151

Exhibit 3.151

AGREEMENT OF GENERAL PARTNERSHIP

OF

INTERNATIONAL BEVERAGE INVESTMENTS GP

AGREEMENT OF GENERAL PARTNERSHIP

     THIS AGREEMENT OF GENERAL PARTNERSHIP is made as of June 14, 2007, by and between Snapple Beverage Corp., a Delaware corporation (“Snapple”) and Nantucket Allserve, Inc., a Massachusetts corporation (“Nantucket”).

RECITAL

     WHEREAS, Snapple and Nantucket desire to form the Partnership as a general partnership.

     THE PARTIES AGREE AS FOLLOWS:

1. GENERAL PROVISIONS

     1.1. Definitions

          The following definitions shall for all purposes, unless otherwise clearly indicated, apply to the terms used in this Agreement:

          “Act” shall have the meaning ascribed to it in Clause 1.2.

          “Agreement” means this Agreement of General Partnership, including all amendments and modifications hereto and all schedules and exhibits to which reference is made herein.

          “Code” means the Internal Revenue Code of 1986, as amended.

          “Designated Representative” shall have the meaning ascribed to it in Clause 2.1.

          “Distribution Date” shall have the meaning ascribed to it in Clause 6.4.

          “Event of Dissolution” shall have the meaning ascribed to it in Clause 6.2.

          “Management Committee” shall have the meaning ascribed to it in Clause 2.1.

          “Mott’s GP” shall have the meaning ascribed to it in Clause 3.1.

          “Partners” means Snapple and Nantucket and any other Person admitted as a Partner pursuant to Clause 1.10, until such time as any of such Persons shall have withdrawn or been deemed to have withdrawn as a Partner in accordance with the terms hereof, and “Partner” means any of them.

          “Partnership” shall have the meaning ascribed to it in Clause 1.3.

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          “Percentage Interest” means with respect to each Partner, the percentage representing that Partner’s proportionate share of the assets of the Partnership as hereinafter specified in this Agreement.

          “Person” means an individual, partnership, corporation, limited liability company, trust or other entity of whatever nature.

     1.2. Formation of the Partnership

          The Partners agree to and hereby form the Partnership as a general partnership pursuant to the provisions of the Delaware Revised Uniform Partnership Act, 8 Del. C., Sections 15-101 et seq. (as in effect from time to time, the “Act”), and this Agreement. Except as provided in this Agreement, the rights, duties, liabilities and obligations of the Partners and the administration, dissolution, winding up and termination of the Partnership shall be governed by the Act.

     1.3. Name

          The name of the partnership shall be International Beverage Investments GP (the “Partnership”). The name of the Partnership may be changed by the Partners.

     1.4. Principal Place of Business

          The principal place of business of the Partnership shall be located at 900 King Street, Rye Brook, NY 10573.

     1.5. Registered Office

          The registered office of the Partnership in the State of Delaware is c/o CT Corporation System, 1209 Orange Street, Wilmington, DE 19801.

     1.6. Registered Agent

          The name and address of the registered agent of the Partnership for service of process on the Partnership in the State of Delaware are CT Corporation System, 1209 Orange Street, Wilmington, DE 19801.

     1.7. Term

          The term of the Partnership shall commence on the date hereof and shall continue until the Partners agree to dissolve the Partnership or the Partnership is dissolved pursuant to the terms of the Act.

     1.8. Purpose

          The Partners have organized the Partnership for the purpose of engaging in any

3

lawful business permitted by the Act or the laws of any jurisdiction in which the Partnership may do business, including the following:

     (a) holding for investment certain stock and receivables previously held by Mott’s GP;

     (b) making such additional investments and engage in such additional activities as the Partners may approve; and

     (c) engaging in any and all activities related or incidental to the purposes set forth in clauses (a) and (b).

     1.9. Powers

          The powers of the Partners include all powers, statutory and otherwise, possessed by partners under the laws of the State of Delaware. Each Partner is an “authorized person” within the meaning of the Act.

     1.10. Addition and Withdrawal

          Except as provided in Clause 5 below:

     (a) No Person may be admitted as a Partner to the Partnership without the consent of all of the Partners; and

     (b) No Partner shall withdraw from the Partnership without the consent of the other Partners then party to this Agreement.

2. MANAGEMENT

     2.1. Management

     (a) Subject to the provisions of the Act and any limitations in this Agreement, the Partners have, acting together or separately, complete and exclusive power to direct and control the business and affairs of the Partnership.

     (b) The Partners hereby constitute a management committee of the Partnership (the “Management Committee”) consisting of three (3) members (each, a “Designated Representative”), two (2) of which shall be designated by Snapple and one (1) of which shall be designated by Nantucket. In addition, Snapple and Nantucket may mutually appoint one or more delegates to serve in case of any such Designated Representative’s unavailability and one or more substitute delegates, each to serve in the case of such delegate’s or substitute delegate’s unavailability. Meetings of the Management Committee shall be called at the request of any Designated Representative (or its delegate or any of its substitute delegates, as applicable) upon two (2) days’ prior written notice to the other Designated Representatives (or their respective delegates or substitute

4

delegates, as applicable). The Management Committee may only act upon the affirmative vote of at least two (2) Designated Representatives (or their respective delegates or substitute delegates, as applicable) or upon the unanimous written consent of all Designated Representatives (or their respective delegates or substitute delegates, as applicable).

     The names of the Designated Representatives are set forth on Schedule 1 attached hereto.

     (c) Without the prior approval of the Management Committee, the Partnership shall not:

     (i) create, incur or be obligated in respect of any indebtedness for money borrowed;

     (ii) make any acquisition of, or material investment in, any person, firm or corporation;

     (iii) sell, lease, transfer or otherwise dispose of (by merger, consolidation or otherwise), other than in the ordinary course of business, any significant part of the Partnership’s operations, business, properties or assets;

     (iv) guarantee, assume or become contingently liable for, either directly or indirectly, any liability of others;

     (v) bid, make a proposal for or enter into any material contract, franchise or other arrangement that would constitute an obligation of the Partnership; or

     (vi) change the fiscal year of the Partnership.

Notwithstanding the foregoing, Snapple and Nantucket may by resolution of both authorize any action by the Partnership without action or approval of the Management Committee.

     (d) The management of the Partnership, including executive and administrative responsibility for the management of the Partnership’s business, shall, to the extent authorized by the Management Committee, be vested in a Chief Executive Officer and such other officers as are designated by the Management Committee.

      2.2. Meetings

          Meetings of the Partnership shall be held at least once annually. Meetings of the Partnership shall not take place unless both a representative of Snapple and a representative of

5

Nantucket are present, unless a written consent in lieu of such a meeting of Partners has been executed.

     2.3. Representatives

          Any Designated Representative, delegate or substitute delegate appointed by a Partner, or any director of a Partner or any other person nominated at a board meeting of a Partner shall constitute a representative of that Partner for the purposes of Clause 2.2 above.

3. CAPITAL CONTRIBUTIONS AND WITHDRAWALS

     3.1. Initial Contributions of Partners

          Snapple and Nantucket have agreed that the Partners will each have an initial Percentage Interest as set forth on Schedule 2 attached hereto.

          Each Partner has agreed to make a future initial capital contribution in exchange for and relative to the Percentage Interest of such Partner. Snapple’s initial contribution shall be 98.5% of Snapple’s partnership interest in Mott’s GP, a Nevada general partnership (“Mott’s GP”). Nantucket’s initial contribution shall be 1.5% of Nantucket’s partnership interest in Mott’s GP.

     3.2. No Additional Compulsory Contributions

          Except as may be required by this Agreement or as agreed from time to time between the Partners, neither Partner shall have any obligation to make further contributions to the capital of the Partnership.

     3.3. Interest

          No interest shall be paid on or with respect to the capital account or capital contributions of any of the Partners.

      3.4. Loans from Partners

          Loans by a Partner shall not be considered contributions to the capital of the Partnership except as herein provided.

     3.5. Priority

          Neither Partner shall be entitled to priority over the other Partner with respect to a return of its capital contributions or distributions, except as herein provided.

4. DISTRIBUTIONS; LIABILITIES AND LOSSES; TAX MATTERS PARTNER

      4.1. Distributions

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          The net profits of the Partnership shall be beneficially owned by the Partners in proportion to their Percentage Interests and for an accounting year shall be distributed to the Partners promptly in said proportions.

     4.2. Liabilities and Losses

          The Partners shall bear all liabilities, and all losses and expenses properly incurred by the Partnership, in proportion to their Percentage Interests.

     4.3. Tax Matters Partner

          Nantucket is hereby designated as the tax matters partner of the Partnership within the meaning of Section 6231(a)(7) of the Code.

5. ASSIGNMENT OF PARTNER INTEREST

     5.1. Assignment

          Neither Partner shall, without the prior written consent of the other Partner (which consent may be given or withheld in the sole discretion of the other Partner), sell, assign, pledge, encumber, or otherwise transfer all or any part of its interest in the assets of the Partnership, except by operation of law. Any assignment permitted by or pursuant to this Agreement shall be by written instrument.

     5.2. Conversion

          Conversion of a Partner from its existing form to another form shall not constitute an assignment for the purposes of this Agreement.

6. DISSOLUTION OF THE PARTNERSHIP

     6.1 Liquidation

          Upon the occurrence of any Event of Dissolution (as hereinafter defined), the Partners shall engage in no further business except as may be necessary to distribute the assets of the Partners and wind up the affairs of the Partnership. The Partners, acting jointly, shall appoint a liquidator (who may, but need not, be a Partner) who shall have sole authority and control over the winding up and liquidation of the Partners’ business and affairs and shall diligently pursue the winding up and liquidation of the Partnership. During the course of liquidation, there shall be no cash distributions to the Partners until the Distribution Date (as hereinafter defined).

     6.2 Events of Dissolution

          In addition to the causes of dissolution set forth in the Act, the Partners agreeing to dissolve the Partnership shall constitute an “Event of Dissolution” of the Partnership.

7

     6.3 Winding Up

          Liquidation shall continue until the Partnership’s affairs are in such condition that there can be a final accounting showing that all fixed or liquidated obligations and liabilities of the Partners are satisfied or can be adequately provided for under this Agreement. The assumption or guarantee in good faith by one or more financially responsible persons shall be deemed to be an adequate means of providing for such obligations and liabilities. In the course of such winding up, the assets of the Partnership shall be distributed in kind to the Partners unless the Partners agree that the assets shall be sold.

     6.4 Liquidating Distributions

          When the liquidator has determined that there can be a final accounting, the liquidator shall establish a date for the distribution of the proceeds of liquidation of the Partnership (the “Distribution Date”). The assets of the Partnership, to the extent they are sufficient, shall be distributed in the following order on the Distribution Date:

     (a) First to pay all expenses of liquidation and winding up;

     (b) Second, to pay all debts of the Partnership, other than debts owing to the Partners;

     (c) Third, to pay all debts owed to the Partners; and

     (d) Fourth, to distribute the balance (if any) to the Partners in proportion to their Percentage Interests.

     6.5 No Deficit Restoration

          Neither Partner shall be liable for the return of the capital contributions of the other Partner, or any portion thereof; nor shall any Partner be required to pay any deficit in its capital account upon dissolution of the Partnership.

7. Accounting

     7.1 Fiscal Year

          The fiscal year of the Partnership for both financial and tax reporting purposes shall end on December 31 in each year.

     7.2 Books and Records

          Complete books and records accurately reflecting the accounts, business and transactions shall be maintained and kept by the Partnership.

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8. MISCELLANEOUS

     8.1. Execution in Counterparts

          This Agreement may be executed in two counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. Valid execution shall be deemed to have occurred when a signature page is executed by the Partner in question.

     8.2. Notices

          All notices, approvals, consents and other communications required or permitted to be given under this Agreement shall be in writing and shall be hand delivered (including by messenger or recognized commercial delivery or courier service), sent by facsimile transmission or sent by registered or certified mail, postage prepaid, addressed to the Partner intended at the address set forth below or at such other address as such Partner may designate by notice given to the other Partners in the manner aforesaid and shall be deemed given and received on the date it is delivered, in the case of delivery by hand or facsimile, or, in the case of delivery by mail, actual delivery as shown by the addressee’s return receipt. Rejection or other refusal to accept or inability to deliver because of a change of address of which no notice was given shall be deemed to be receipt of the notice.

     If to Snapple:

Address:	900 King Street
	Rye Brook, NY 10573
Facsimile number:	(914) 612-6302
Attention:	Secretary

     If to Nantucket:

Address:	900 King Street
	Rye Brook, NY 10573
Facsimile number:	(914) 612-6302
Attention:	Secretary

     8.3. Delaware Law

          Notwithstanding anything to the contrary contained in this Agreement, the parties hereto agree that, pursuant to Sections 15-103,15-201,15-203 and 15-501 of the Act: (a) the Partnership shall not constitute a separate legal entity distinct from the Partners, but rather shall constitute an association or collection of persons with aggregate rights; (b) the Partners shall be co-owners of specific partnership property holding as tenants in partnership as provided in Section 1525 of the Delaware Uniform Partnership Law (6 Del. C. § 1501, et seq.) as in effect on January 1, 1999; and (c) Lisa M. Longo, as an “authorized person” of the Partnership within the

9

meaning of the Act, has, or concurrently with the execution of this Agreement will, without any further act, vote or approval of any other Partner, file a Statement of Partnership Existence with the Secretary of State of the State of Delaware in order to implement or give effect to the provisions of this Section 8.3. Each Partner is hereby authorized and directed, without any further act, vote or approval of any other Partner, and each Partner hereby agrees, to duly amend such filing when necessary or desirable to effectuate further the provisions of this Section 8.3 in light of any future amendment to the Act and give notice to all of the other Partners of the same.

     8.4. Governing Law

          This Agreement and all matters in connection with the power, authority and rights of the Partners hereunder shall in all respects be governed by, interpreted and construed in accordance with the laws of the State of Delaware, without giving effect to the principles of conflicts of laws.

     8.4 Additional Instruments

          This Agreement shall be binding upon the parties hereto and upon their successors or assigns and the parties hereto agree for themselves and their successors and assigns to execute any and all instruments in writing which are or may become necessary or proper to carry out the purpose and intent of this Agreement.

     8.5 Severability

          In the event any provisions of this Agreement shall be held to be invalid, illegal or unenforceable under present or future laws effective during the term of this Agreement, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected thereby, and in lieu of each such invalid, illegal or unenforceable provisions, there shall be added automatically as part of this Agreement a provision as similar in terms to such invalid, illegal or unenforceable provisions as may be valid, legal and enforceable.

     8.6 Waiver

          No waiver of any provisions of this Agreement shall be valid unless in writing and signed by the person or party against whom charged.

     8.7 Entire Agreement

          This instrument constitutes the entire agreement between the Partners with respect to the Partnership and supersedes all prior agreements, understandings, offers and negotiations oral or written between the parties.

[Signature Page Follows.]

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     IN WITNESS whereof this Agreement has been executed by the undersigned on the date first written above.

SNAPPLE BEVERAGE CORP.
By:	/s/ James L. Baldwin
	Name:	James L. Baldwin
	Title:	Executive Vice President
NANTUCKET ALLSERVE, INC.
By:	/s/ John Stewart
	Name:	John Stewart
	Title:	Executive Vice President

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SCHEDULE 1
Designated Representatives

Partner	Designated Representatives
Snapple Beverage Corp.	James L. Baldwin Lisa M. Longo
Nantucket Allserve, Inc.	John Stewart

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SCHEDULE 2

Percentage Interests

Partner	Percentage Interest
Snapple Beverage Corp.		98.5	%
Nantucket Allserve, Inc.		1.5	%

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EX-3.152

Exhibit 3.152

SNAPPLE BEVERAGE CORP.

and

NANTUCKET ALLSERVE, INC.

AGREEMENT OF GENERAL
PARTNERSHIP
AMERICAS BEVERAGES MANAGEMENT GP

THIS AGREEMENT OF GENERAL PARTNERSHIP is made on June 14, 2007.

BETWEEN:

(1)	Snapple Beverage Corp., a Delaware corporation (“Partner 1”); and
(2)	Nantucket Allserve, Inc., a Massachusetts corporation (“Partner 2”), RECITAL

	Partner 1 and Partner 2 desire to form the Partnership as a general partnership.
	THE PARTIES AGREE AS FOLLOWS:
1.	GENERAL PROVISIONS

1.1.	Definitions
	The following definitions shall for all purposes, unless otherwise clearly indicated, apply to the terms used in this Agreement:
	“Act” shall have the meaning ascribed to it in Clause 1.2 below;
	“Agreement” means this Agreement of General Partnership, including all amendments and modifications hereto and all schedules and exhibits to which reference is made herein;
	“Partners” means Partner 1 and Partner 2 and any other Person admitted as a Partner pursuant to Clause 1.7, until such time as any of such Persons shall have withdrawn or been deemed to have withdrawn as a Partner in accordance with the terms hereof, and “Partner” means any of them;
	“Percentage Interest” means with respect to each Partner, the percentage representing that Partner’s proportionate share of the assets of the Partnership as hereinafter specified in this Agreement;
	“Person” means an individual, partnership, corporation, limited liability company, trust or other entity of whatever nature.
1.2.	Formation of the Partnership
	The Partners agree to and hereby form the Partnership as a general partnership, pursuant to Chapter 87 of the Nevada Revised Statutes, cited as the Nevada Uniform Partnership Act, and pursuant to NRS 87.025 elect and expressly state that the Partnership volunteers to be governed by the provisions of NRS 87.010 to 87.430, inclusive (the “Act”), and this Agreement. Except as provided in this

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	Agreement, the rights, duties, liabilities and obligations of the Partners and the administration, dissolution, winding up and termination of the Partnership shall be governed by the Act.
1.3.	Name
	The name of the Partnership shall be Americas Beverages Management GP. The name of the Partnership may be changed by the Partners.
1.4.	Principal Place of Business
	The principal place of business of the Partnership shall be located at 900 King Street, Rye Brook, NY 10573.
1.5.	Term
	The term of the Partnership shall commence on the date hereof and shall continue until the Partners agree to dissolve the Partnership or the Partnership is dissolved pursuant to the terms of the Act.
1.6.	Business of the Partnership

(a)	The Partners have organized the Partnership for the purposes of (i) holding and operating the historic Mott’s business activity through certain lower-tier entities, (ii) making such additional investments and engaging in such additional activities as the Partners may approve, and (iii) engaging in any and all activities related or incidental to the purposes set forth in clauses (i) and (ii).
(b)	The Partners may invest any funds which are held prior to investment or distribution, or held in any reserve established by the Partners, in such instruments or investments as the Partners may designate.
(c)	Subject to the terms of this Agreement, the Partners may enter into, deliver and perform all contracts, agreements and other undertakings and engage in all activities and transactions as may be necessary or appropriate to carry out the foregoing purposes.

1.7.	Addition and Withdrawal
	Except as provided in Clause 5 below:

(a)	No Person may be admitted as a Partner to the Partnership without the consent of all of the Partners; and
(b)	No Partner shall withdraw from the Partnership without the consent of

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the other Partners then party to this Agreement.

2. MANAGEMENT

2.1. Management

(a)	Subject to the provisions of the Act and any limitations in this Agreement, the Partners have, acting together or separately, complete and exclusive power to direct and control the business and affairs of the Partnership.
(b)	The Partners hereby constitute a management committee of the Partnership (the “Management Committee”) consisting of four members (each, a “Designated Representative”), designated by Partner 1 and Partner 2. Partner 1 shall designate three representatives to serve on the management committee and Partner 2 shall designate one representative to serve on the Management Committee. In addition, Partner 1 may appoint one, two or three delegates to serve in case any of Partner 1’s Designated Representative’s are unavailable to serve in such capacity, the selected substitute delegates shall each serve to the extent of such Designated Representative’s unavailability. Partner 2 may appoint one delegate to serve in case Partner 2’s Designated Representative is unavailable to serve in such capacity, the selected substitute delegate shall serve to the extent of such Designated Representative’s unavailability. Meetings of the Management Committee shall be called at the request of any Designated Representative (or its delegate or any of its substitute delegates, as applicable) upon two days’ prior written notice to the other Designated Representative (or its delegate or any of its substitute delegates, as applicable). The Management Committee may only act upon the affirmative vote of at least two Designated Representatives (or their respective delegates or substitute delegates, as applicable) or upon the unanimous written consent of all Designated Representatives (or their respective delegates or substitute delegates, as applicable).
	The names of the Designated Representatives are set forth on “Schedule 1”.
(c)	Without the prior approval of the Management Committee, the Partnership shall not:

(i)	create, incur or be obligated in respect of any indebtedness for money borrowed;
(ii)	make any acquisition of, or material investment in, any person, firm or corporation;

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(iii)	sell, lease, transfer or otherwise dispose of (by merger, consolidation or otherwise), other than in the ordinary course of business, any significant part of the Partnership’s operations, business, properties or assets;
(iv)	guarantee, assume or become contingently liable for, either directly or indirectly, any liability of others;
(v)	bid, make a proposal for or enter into any material contract, franchise or other arrangement that would constitute an obligation of the Partnership; or
(vi)	change the fiscal year of the Partnership.
	Notwithstanding the foregoing, Partner 1 and Partner 2 may by resolution of both authorize any action by the Partnership without action or approval of the Management Committee.

(d) The management of the Partnership, including executive and administrative responsibility for the management of the Partnership’s business, shall, to the extent authorized by the Management Committee, be vested in a Chief Executive Officer and such other officers as are designated by the Management Committee.

2.2.	Meetings
	Meetings of the Partnership shall be held at least once annually. Meetings of the Partnership shall not take place unless both a representative of Partner 1 and a representative of Partner 2 is present unless written consent in lieu of such a meeting of Partners has been executed.
2.3.	Representatives
	Any Designated Representative, delegate or substitute delegate appointed by a Partner, or any director of a Partner or any other person nominated at a board meeting of a Partner shall constitute a representative of that Partner for the purposes of Clause 2.2 above.

3. CAPITAL CONTRIBUTIONS AND WITHDRAWALS

3.1.	Initial Contributions of Partners
	As set forth in this paragraph, simultaneously with the execution of this Agreement each Partner is making a capital contribution in exchange for and relative to the Percentage Interest of each Partner. Partner 1 and Partner 2 have agreed that each is making capital contributions resulting in a Percentage Interest of 98.5% and 1.5% respectively.

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	The initial Percentage Interest of each Partner is set forth and attached herein as "Schedule 2”.
	The Partners agree that each shall make an initial capital contribution in proportion to their respective Percentage Interest.
3.2.	No Additional Compulsory Contributions
	Except as may be required by this Agreement or as agreed from time to time between the Partners, neither Partner shall have any obligation to make further contributions to the capital of the Partnership.
3.3.	Capital Accounts
	The Partnership will maintain capital accounts for the Partners in accordance with the rules of Treasury Regulation Section 1.704-1(b)(2)(iv).
3.4.	Interest
	No interest shall be paid on or with respect to the capital account or capital contributions of any of the Partners.
3.5.	Loans from Partners
	Loans by a Partner shall not be considered contributions to the capital of the Partnership except as herein provided.
3.6.	Priority
	Neither Partner shall be entitled to priority over the other Partner with respect to a return of its capital contributions or distributions, except as herein provided.

4. DISTRIBUTIONS; LIABILITIES AND LOSSES

4.1.	Distributions
	The Partnership shall distribute available cash to the Partners in proportion to their Percentage Interests at such times as the Management Committee may determine to be appropriate.
4.2.	Liabilities and Losses
	The Partners shall bear all liabilities, and all losses and expenses properly incurred by the Partnership, in proportion to their Percentage Interests; provided, however that no Partner shall be allocated an item of loss or expense

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that would create or increase a deficit in such Partner’s adjusted capital account within the meaning of Treasury Regulation Section 1.704-1 (b)(2)(ii)(d).

4.3.	Profits
	The net profits of the Partnership shall be allocated to the Partners as follows: First to the Partners that received disproportionate allocations of loss or expense due to another Partner’s adjusted capital account deficit in proportion to and to the extent of such prior allocation; Second, to the Partners in accordance with the Partner’s Percentage Interest.
4.4.	Regulatory Allocations

(a)

Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulation Section 1.704-2(f), notwithstanding the provisions of this Article 4, if there is a net decrease in the Partnership Minimum Gain during any tax year of the Partnership, each Partner shall be specially allocated items of the Partnership’s profits for such year (and, if necessary, subsequent years) in an amount equal to such Partner’s share of the net decrease in the Partnership’s Minimum Gain, as determined under Treasury Regulation Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items to be allocated shall be determined in accordance with Treasury Regulation Sections 1.704-2(f)(6) and 1.704-(j)(2). This Section 4.4(a) is intended to qualify as a “minimum gain chargeback” within the meaning of Treasury Regulation Section 1.704-2(1) which shall be controlling in the event of a conflict between such Treasury Regulation and this Section 4.4(a).

(b)

Partner Minimum Gain Chargeback. Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(4), and notwithstanding the provisions of this Article 4 (except Section 4.4(a), if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt during any tax year of the Partnership, each Partner who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation Section 1.704-2(i)(5), shall be specially allocated items of the Partnership’s income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Partner’s share of the net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulation Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each

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	Partner pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Sections 1.704-2(i)(4) and 1.704-(j)(2). This Section 4.4(b) is intended to qualify as a “chargeback of partner nonrecourse debt minimum gain” within the meaning of Treasury Regulation Section 1.704-2(i) which shall be controlling in the event of a conflict between such Treasury Regulation and this Section 4.4(b).
(c)	Nonrecourse Deductions and Partner Nonrecourse Deductions. Any Nonrecourse Deductions for any tax year of the Partnership shall be specially allocated to the Partners in accordance with the Partners’ Percentage Interests, and any Partner Nonrecourse Deductions for any tax year of the Partnership shall be specially allocated to the Partner(s) who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable, in accordance with Treasury Regulation Sections 1.704-2(b)(4) and 1.704-2(i).
(d)	Qualified Income Offset. If any Partner unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of the Partnership’s income and gain shall be allocated, in accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(d), to the Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the adjusted capital account deficit of the Partner as quickly as possible, provided that an allocation pursuant to this Section 4.4(d) shall be made if and only to the extent that such Partner would have an adjusted capital account deficit after all other allocations provided in this Article 4 have been tentatively made as if this Section 4.4(d) were not in the Agreement. It is intended that this Section 4.4(d) qualify and be construed as a “qualified income offset” within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(d), which shall be controlling in the event of a conflict between such Treasury Regulations and this Section 4.4(d).
(e)	Gross Income Allocation. If any Partner has a deficit capital account at the end of any tax year of the Partnership in excess of the sum of (1) the amount (if any) such Partner is obligated to restore to the Partnership, and (2) the amount such Partner is deemed to be obligated to restore pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c) or the penultimate sentences of Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 4.4(e) shall be made if and only to the extent that such Partner would have a deficit capital account in

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	excess of such sum after all other allocations provided in this Article 4 have been tentatively made as if this Section 4.4(e) and Section 4.4(d) were not in the Agreement.
(f)	Section 734 and 743 Adjustments. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to IRC Section 734(b) or IRC Section 743(b) is required, pursuant to Treasury Regulation Section 1.704-l(b)(2)(iv)(m)(2) or Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining capital accounts as the result of a distribution to a Partner in complete liquidation of his interest in the Partnership, the amount of such adjustment to the capital accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Partners in accordance with their interests in the Partnership in the event that Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Partners to whom such distribution was made in the event that Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies.
(g)	Ameliorative Allocation. The allocations set forth in Sections 4.4(a), (b), (c), (d), (e), and (f) hereof (the “Regulatory Allocations”) are intended to comply with certain regulatory requirements, including the requirements of Treasury Regulation Sections 1.704-1 (b) and 1.704-2. Notwithstanding the provisions of Section 4.1 and 4.2 hereof, the Regulatory Allocations shall be taken into account in allocating other items of profits and losses among the Partners so that, to the extent possible, the net amount of such allocations of other items and the Regulatory Allocations to each Partner shall be equal to the net amount that would have been allocated to each such Partner if the Regulatory Allocations had not occurred, provided that any item that is likely to “reverse” pursuant to another provision of Section 4.4 hereof shall be disregarded for purposes of this Section 4.4(g).

5. ASSIGNMENT OF PARTNER INTEREST

5.1.

Assignment

Neither Partner shall, without the prior written consent of the other Partner (which consent may be given or withheld in the sole discretion of the other Partner), sell, assign, pledge, encumber, or otherwise transfer all or any part of its interest in the assets of the Partnership except by operation of law. Any assignment permitted by or pursuant to this Agreement shall be by written instrument.

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5.2.	Conversion
	Conversion of a Partner from its existing form to another form shall not constitute an assignment for the purposes of this Agreement.

6. DISSOLUTION OF THE PARTNERSHIP

6.1	Liquidation
	Upon the occurrence of any Event of Dissolution as hereinafter defined, the Partners shall engage in no further business except as may be necessary to distribute the assets of the Partners and wind up the affairs of the Partnership: The Partners, acting jointly, shall appoint a liquidator (who may, but need not, be a Partner) who shall have sole authority and control over the winding up and liquidation of the Partners’ business and affairs and shall diligently pursue the winding up and liquidation of the Partnership. During the course of liquidation, there shall be no cash distributions to the Partners until the Distribution Date (as hereinafter defined).
6.2	Events of Dissolution
	In addition to the causes of dissolution set forth in the Act, the Partners agreeing to dissolve the Partnership shall constitute an “Event of Dissolution” of the Partnership.
6.3	Winding Up
	Liquidation shall continue until the Partnership’s affairs are in such condition that there can be a final accounting, showing that all fixed or liquidated obligations and liabilities of the Partners are satisfied or can be adequately provided for under this Agreement. The assumption or guarantee in good faith by one or more financially responsible persons shall be deemed to be an adequate means of providing for such obligations and liabilities. In the course of such winding up, the assets of the Partnership shall be distributed in kind to the Partners unless the Partners agree that the assets shall be sold.
6.4	Liquidating Distributions
	When the liquidator has determined that there can be a final accounting, the liquidator shall establish a date for the distribution of the proceeds of liquidation of the Partnership (the “Distribution Date”). The assets of the Partnership, to the extent they are sufficient, shall be distributed in the following order on the Distribution Date:

(a) First to pay all expenses of liquidation and winding up;

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(b)	Second, to pay all debts of the Partnership, other than debts owing to the Partners;
(c)	Third, to pay all debts owed to the Partners; and
(d)	Fourth, to distribute the balance (if any) to the Partners in proportion to their individual capital account balances.

6.5	No Deficit Restoration
	Neither Partner shall be liable for the return of the capital contributions of the other Partner, or any portion thereof; nor shall any Partner be required to pay any deficit in its capital account upon dissolution of the Partnership.

7. Accounting

7.1	Fiscal Year
	The fiscal year of the Partnership for both financial and tax reporting purposes shall end on December 31 in each year. Partner 1 shall be the tax matters partner until removed or replaced by the Partners.
7.2	Books and Records
	Complete books and records accurately reflecting the accounts, business and transactions shall be maintained and kept by the Partnership.

8. MISCELLANEOUS

8.1.	Execution in Counterparts
	This Agreement may be executed in two counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. Valid execution shall be deemed to have occurred when a signature page is executed by the Partner in question.
8.2.	Notices
	All notices, approvals, consents and other communications required or permitted to be given under this Agreement shall be in writing and shall be hand delivered (including by messenger or recognized commercial delivery or courier service), sent by facsimile transmission or sent by registered or certified mail, postage prepaid, addressed to the Partner intended at the address set forth below or at such other address as such Partner may designate by notice given to the other Partners in the manner aforesaid and shall be deemed given and received on the date it is delivered, in the case of delivery by hand or facsimile, or, in the

11

case of delivery by mail, actual delivery as shown by the addressee’s return receipt. Rejection or other refusal to accept or inability to deliver because of a change of address of which no notice was given shall be deemed to be receipt of the notice.

Partner 1
Attention:	Secretary
Address:	900 King Street
	Rye Brook, NY 10573
Facsimile number: (914) 612-6302
Partner 2
Attention:	Secretary
Address:	900 King Street
	Rye Brook, NY 10573
Facsimile number: (914) 612-6302

8.3.	Governing Law
	This Agreement and all matters in connection with the power, authority and rights of the Partners hereunder shall in all respects be governed by, interpreted and construed in accordance with the laws of the State of Nevada, without giving effect to the principles of conflicts of laws.
8.4	Additional Instruments
	This Agreement shall be binding upon the parties hereto and upon their successors or assigns and the parties hereto agree for themselves and their successors and assigns to execute any and all instruments in writing which are or may become necessary or proper to carry out the purpose and intent of this Agreement.
8.5	Severability
	In the event any provisions of this Agreement shall be held to be invalid, illegal or unenforceable under present or future laws effective during the term of this Agreement, the validity, legality and enforceability of the remaining provisions

12

of this Agreement shall not be affected thereby, and in lieu of each such invalid, illegal or unenforceable provisions, there shall be added automatically as part of this Agreement a provision as similar in terms to such invalid, illegal or unenforceable provisions as may be valid, legal and enforceable.

8.6	Waiver
	No waiver of any provisions of this Agreement shall be valid unless in writing and signed by the person or party against whom charged.
8.7	Entire Agreement
	This instrument constitutes the entire agreement between the Partners with respect to the Partnership and supersedes all prior agreements, understandings, offers and negotiations oral or written between the parties.

[signatures on next page]

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IN WITNESS whereof this Agreement has been executed on the date first above written.

Signed by:	/s/ James L. Baldwin
Duly authorized on behalf of
SNAPPLE BEVERAGE CORP.
James L. Baldwin, Executive Vice President
Signed by:	/s/ John Stewart
Duly authorized on behalf of
NANTUCKET ALLSERVE, INC.
John Stewart, Executive Vice President

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SCHEDULE 1

Designated Representatives
(at formation)

Designated Representative	Delegate	Substitute Delegate
Gilbert M. Cassagne (SBC)
James L. Baldwin (SBC)
Lisa M. Longo (SBC)
John Stewart (Nantucket)

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SCHEDULE 2

PARTNERS INITIAL PERCENTAGE INTEREST

Partner	Percentage Interest
Partner 1	98.5%
Partner 2	1.5%

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SCHEDULE 1

AMERICAS BEVERAGES MANAGEMENT GP

Designated Representatives
(as of April 21, 2008)

Designated Representative	Delegate	Substitute Delegate
James L. Baldwin (SBC)	Lisa Papageorge
Larry Young (SBC)	Lisa Papageorge
Taun Dimatteo (SBC)	Lisa Papageorge
John O. Stewart (SBC)	Lisa Papageorge

EX-5.1

Exhibit 5.1

[LETTERHEAD OF SHEARMAN & STERLING LLP]

November 25, 2008

Dr Pepper Snapple Group, Inc.
5301 Legacy Drive
Plano, Texas 75024

Ladies and Gentlemen:

     We have acted as counsel to Dr Pepper Snapple Group, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company of a registration statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission relating to the issuance of $250,000,000 aggregate principal amount of the Company’s 6.12% Senior Notes due 2010, $1,200,000,000 aggregate principal amount of the Company’s 6.82% Senior Notes due 2018 and $250,000,000 aggregate principal amount of the Company’s 7.45% Senior Notes due 2038 (the 6.12% Senior Notes due 2010, the 6.82% Senior Notes due 2018 and the 7.45% Senior Notes due 2038 together, the “Exchange Notes”) and the unconditional guarantees by the subsidiary guarantors listed on Schedule I hereto (collectively, the “Subsidiary Guarantors”) as to the payment of principal and interest on the Exchange Notes (the “Exchange Note Subsidiary Guarantees”). Pursuant to the Registration Statement, the Company is offering to exchange (the “Exchange Offer”) all of the Exchange Notes for a like amount of its outstanding unregistered 6.12% Senior Notes due 2010, its outstanding unregistered 6.82% Senior Notes due 2018 and its outstanding unregistered 7.45% Senior Notes due 2038, respectively (the unregistered 6.12% Senior Notes due 2010, the unregistered 6.82% Senior Notes due 2018 and the unregistered 7.45% Senior Notes due 2038 together, the “Old Notes”), and to exchange the Exchange Note Subsidiary Guarantees for the outstanding unregistered unconditional guarantees as to the payment of principal and interest on the Old Notes by the Subsidiary Guarantors (the “Old Note Subsidiary Guarantees”). The Exchange Notes and the Exchange Note Subsidiary Guarantees will be registered under the Securities Act as set forth in the prospectus forming a part of the Registration Statement (the “Prospectus”) and will be issued upon consummation of the Exchange Offer. The Old Notes and the Old Note Subsidiary Guarantees were, and the Exchange Notes and the Exchange Note Subsidiary Guarantees will be issued pursuant to an indenture, dated as of April 30, 2008, as supplemented by the first supplemental indenture, dated as of May 7, 2008 (collectively, “Indenture”), among the Company, the Subsidiary Guarantors and Wells Fargo Bank, N.A., as trustee (the “Trustee”).

     In connection with the preparation and filing of the Registration Statement, we have reviewed originals or copies of the following documents:

     (a) The Indenture.

     (b) A specimen of the Exchange Notes.

     The documents described in the foregoing clauses (a) and (b) are collectively referred to herein as the “Opinion Documents”.

     We have also reviewed the following:

     (a) The Registration Statement.

     (b) The Prospectus.

     (c) The registration rights agreement dated April 30, 2008 by and among the Company, the guarantors party thereto and J.P. Morgan Securities Inc., Banc of America Securities LLC, Morgan Stanley & Co. Incorporated, Goldman, Sachs & Co. and UBS Securities LLC (the “Registration Rights Agreement”).

     (d) Originals or copies of such other corporate records of the Company and its subsidiaries, certificates of public officials and of officers of the Company and its subsidiaries and agreements and other documents as we have deemed necessary as a basis for the opinions expressed below.

     In our review of the Opinion Documents and other documents, we have assumed:

     (a) The genuineness of all signatures.

     (b) The authenticity of the originals of the documents submitted to us.

     (c) The conformity to authentic originals of any documents submitted to us as copies.

     (d) As to matters of fact, the truthfulness of the representations made in the Opinion Documents and in certificates of public officials and officers of the Company and the Subsidiary Guarantors.

     (e) That each of the Opinion Documents is the legal, valid and binding obligation of each party thereto, other than the Company, enforceable against each such party in accordance with its terms.

     (f) That:

     (i) Each of the Company and the Subsidiary Guarantors is duly organized and validly existing under the laws of the jurisdiction of its organization.

     (ii) Each of the Company and the Subsidiary Guarantors has the full power to execute, deliver and perform, and has duly executed and delivered, the Opinion Documents to which it is a party.

     (iii) The execution, delivery and performance by each of the Subsidiary Guarantors of the Opinion Documents to which it is a party have been duly authorized by all necessary action (corporate or otherwise) and do not:

     (A) contravene its certificate or articles of incorporation, bylaws or other organizational documents;

     (B) violate any law, rule or regulation applicable to it; or

     (C) result in any conflict with or breach of any agreement or document binding on it.

     (iv) No authorization, approval, consent or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery or performance by any of the Company or the Subsidiary Guarantors of any Opinion Document to which it is a party or, if any such authorization, approval, consent, action, notice or filing is required, it has been duly obtained, taken, given or made and is in full force and effect.

     We have not independently established the validity of the foregoing assumptions.

     “Generally Applicable Law” means the federal law of the United States of America, and the law of the State of New York (including the rules or regulations promulgated thereunder or pursuant thereto), that a New York lawyer exercising customary professional diligence would reasonably be expected to recognize as being applicable to the Company or the Subsidiary Guarantors, the Opinion Documents or the transactions governed by the Opinion Documents, and for purposes of our opinion in paragraph 1 below, the General Corporation Law of the State of Delaware. Without limiting the generality of the foregoing definition of Generally Applicable Law, the term “Generally Applicable Law” does not include any law, rule or regulation that is applicable to the Company, the Opinion Documents or such transactions solely because such law, rule or regulation is part of a regulatory regime applicable to any party to any of the Opinion Documents or any of its affiliates due to the specific assets or business of such party or such affiliate.

     Based upon the foregoing and upon such other investigation as we have deemed necessary and subject to the assumptions and qualifications set forth herein, we are of the opinion that:

     1. Assuming the due authorization, execution and delivery of the Indenture by the Trustee and the Subsidiary Guarantors, the Indenture constitutes a legal, valid and

binding agreement of the Company and each of the Subsidiary Guarantors, enforceable against the Company and each of the Subsidiary Guarantors in accordance with its terms.

     2. When duly executed and delivered by the Company and authenticated by the Trustee in accordance with the terms of the Indenture, and if and when issued upon consummation of the Exchange Offer as set forth in the Registration Statement, the Exchange Notes will be the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and entitled to the benefits of the Indenture.

     3. Assuming that the Exchange Note Subsidiary Guarantees have been duly authorized, executed and delivered by each of the Subsidiary Guarantors in accordance with the terms of the Indenture, and if and when issued upon consummation of the Exchange Offer as set forth in the Registration Statement, the Exchange Note Subsidiary Guarantees will be the legal, valid and binding obligations of the Subsidiary Guarantor which issued such Exchange Note Subsidiary Guarantee, enforceable against such Subsidiary Guarantor in accordance with its terms and entitled to the benefits of the Indenture.

     Our opinions expressed above are subject to the following qualifications:

     (a) Our opinions above are subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally (including without limitation all laws relating to fraudulent transfers).

     (b) Our opinions above are also subject to the effect of general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law).

     (c) Our opinions above are limited to Generally Applicable Law and we do not express any opinion herein concerning any other law.

     This opinion letter is rendered to you in connection with the transactions contemplated by the Opinion Documents. This opinion letter may not be relied upon by you for any other purpose without our prior written consent.

     This opinion letter speaks only as of the date hereof. We expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact, that may occur after the date of this opinion letter that might affect the opinions expressed herein.

     We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name under the heading “Legal Matters” in the Prospectus.

Very truly yours,

/s/ Shearman & Sterling LLP

STG/MFM/CHW
LSN

Schedule I

A&W Concentrate Company
Americas Beverages Management GP
AmTrans, Inc.
Berkeley Square U.S., Inc.
Beverage Investments LLC
Beverages Delaware, Inc.
DP Beverages Inc.
DPS Americas Beverages Investments, Inc.
DPS Americas Beverages, LLC
DPS Beverages, Inc.
DPS Business Services, Inc.
DPS Finance I, Inc.
DPS Finance II, Inc.
DPS Holdings Inc.
DPS Holdings U.S.
Dr Pepper Company
Dr Pepper/Seven-Up Beverage Sales Company
Dr Pepper/Seven Up Manufacturing Company
Dr Pepper/Seven Up, Inc.
High Ridge Investments US, Inc.
International Beverages 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.
Snapple Distributors, Inc.
Southeast-Atlantic Beverage Corporation
The American Bottling Company

EX-12.1

Exhibit 12.1

DR PEPPER SNAPPLE GROUP, INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

	For the Nine
	Months Ended
	September 30,			For the Fiscal Years
	2008			2007			2006			2005			2004
	(Dollars in millions)
Income before provision for income taxes, equity in earnings of unconsolidated subsidiaries and cumulative effect of change in accounting policy	$	507		$	817		$	805		$	787		$	703
Add/(deduct)
Fixed Charges		219			275			273			218			188
Amortization of capitalized interest		1			1			1			—			—
Capitalized interest		(6	)		(6	)		(3	)		(1	)		(2	)
Earnings available for fixed charges		721			1,087			1,076			1,004			889
Fixed charges
Interest expense		199			253			257			210			177
Capitalized interest		6			6			3			1			2
Interest component of rental expense(1)		14			16			13			7			9
Total fixed charges		219			275			273			218			188
Ratio of earnings to fixed charges		3.3			4.0			3.9			4.6			4.7

(1) Represents a reasonable approximation of the interest cost component of rental expense incurred by us.

EX-21.1

Exhibit 21.1

Subsidiaries of Dr Pepper Snapple Group, Inc.

Name of Subsidiary	Jurisdiction of Formation
A&W Concentrate Company	Delaware
Americas Beverages Management GP	Nevada
AmTrans, Inc.	Illinois
Berkeley Square US, Inc.	Delaware
Beverage Investments LLC	Delaware
Beverages Delaware Inc.	Delaware
DP Beverages Inc.	Delaware
DPS Americas Beverages Investments, Inc.	Delaware
DPS Americas Beverages, LLC	Delaware
DPS Beverages, Inc.	Delaware
DPS Business Services, Inc.	Delaware
DPS Finance I, Inc.	Delaware
DPS Finance II, Inc.	Delaware
DPS Holdings Inc.	Delaware
DPS Holdings U.S.	Nevada
Dr Pepper Company	Delaware
Dr Pepper Snapple Group Employee Relief Fund	Texas
Dr Pepper/Seven Up Beverage Sales Company	Texas
Dr Pepper/Seven Up Manufacturing Company	Delaware
Dr Pepper/Seven Up, Inc.	Delaware
High Ridge Investments US, Inc.	Delaware
International Beverage Investments GP	Delaware
International Investments Management LLC	Delaware
Juice Guys Care, Inc.	Massachusetts
Mott’s General Partnership	Nevada
Mott’s LLP	Delaware
MSSI LLC	Delaware
Nantucket Allserve, Inc.	Massachusetts
Nuthatch Trading US, Inc.	Delaware
Pacific Snapple Distributors, Inc.	California
Royal Crown Company, Inc.	Delaware
Snapple Beverage Corp.	Delaware
Snapple Distributors, Inc.	Delaware
Southeast-Atlantic Beverage Corporation	Florida
The American Bottling Company	Delaware
Canada Dry Mott’s Inc.	Canada
Comercializadora de Bebidas, S.A. de C.V.	Mexico
Compañia Exportadora de Aguas Minerales, S.A. de C.V.	Mexico
Distribuidora Anahuac, S.A. de C.V.	Mexico
Distribuidora de Aguas Minerales, S.A. de C.V.	Mexico
Embotelladora Balseca, S.A. de C.V.	Mexico
Embotelladora Mexicana de Agua, S.A. de C.V.	Mexico
Embotelladora Orange Crush, S.A.	Mexico
Industria Embotelladora de Bebidas Mexicanas, S.A. de C.V.	Mexico
Manantiales Peñafiel, S.A. de C.V.	Mexico
Peñafiel Aguas Minerales, S.A. de C.V.	Mexico
Peñafiel Bebidas, S.A. de C.V.	Mexico
Peñafiel Servicios Comerciales, S.A. de C.V.	Mexico
Peñafiel Servicios, S.A. de C.V.	Mexico
Snapple Beverage de Mexico, S.A. de C.V.	Mexico
Aguas Minerales International Investments B.V.	Netherlands
Bebidas Americas Investments B.V.	Netherlands
Snapple Europe Limited	UK

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the use in this Registration Statement on Form S-4 of our report dated March 20, 2008 (April 14, 2008 as to paragraph 2 and 3 in Note 18 and November 24, 2008 as to Note 15 and Note 17) relating to the financial statements of Dr Pepper Snapple Group, Inc. (the “Company”) (which report expresses an unqualified opinion on the combined financial statements and includes explanatory paragraphs referring to the allocation of certain general corporate overhead costs from Cadbury Schweppes plc and the change in method of accounting for stock based employee compensation), appearing in the Prospectus, which is part of this Registration Statement.

We also consent to the reference to us under the heading “Experts” in such Prospectus.

/s/ Deloitte & Touche LLP

Dallas, Texas
November 24, 2008

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

o CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

WELLS FARGO BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

A National Banking Association	94-1347393
(Jurisdiction of incorporation or	(I.R.S. Employer
organization if not a U.S. national	Identification No.)
bank)
101 North Phillips Avenue
Sioux Falls, South Dakota	57104
(Address of principal executive offices)	(Zip code)

Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17^th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(Name, address and telephone number of agent for service)

DR PEPPER SNAPPLE GROUP, INC.

(Exact name of obligor as specified in its charter)

Delaware	98-0517725
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

5301 Legacy Drive
Plano, Texas 75024
TELEPHONE: (972) 673-7000

(Address, Including Zip Code, and Telephone Number, Including Area
Code, of Registrant’s Principal Executive Offices)

A&W Concentrate Company (1)

Americas Beverages Management GP (1)

AmTrans, Inc. (2)

Berkeley Square U.S., Inc. (1)

Beverage Investments LLC (1)

Beverages Delaware Inc. (1)

DP Beverages Inc. (1)

DPS Americas Beverages Investments, Inc. (1)

DPS Americas Beverages, LLC (1)

DPS Beverages, Inc. (1)

DPS Business Services, Inc. (1)

DPS Finance I, Inc. (1)

DPS Finance II, Inc. (1)

DPS Holdings Inc. (1)

DPS Holdings U.S. (1)

Dr Pepper Company (1)

Dr Pepper/Seven-Up Beverage Sales Company (1)

Dr Pepper/Seven Up Manufacturing Company (3)

Dr Pepper/Seven Up, Inc. (1)

High Ridge Investments US, Inc. (1)

International Beverages Investments GP (1)

International Investments Management LLC (1)

Mott’s General Partnership (1)

Mott’s LLP (1)

MSSI LLC (1)

Nantucket Allserve, Inc. (1)

Nuthatch Trading US, Inc. (1)

Pacific Snapple Distributors, Inc. (1)

Royal Crown Company, Inc. (1)

Snapple Beverage Corp. (1)

Snapple Distributors, Inc. (1)

Southeast-Atlantic Beverage Corporation (1)

The American Bottling Company (1)

(Exact name of Guarantor as specified in it charter)

Delaware	22-2483659
Nevada	74-3218345
Illinois	36-2682881
Delaware	74-3257868
Delaware	74-3218356
Delaware	51-0345374
Delaware	04-2492250
Delaware	98-0517785
Delaware	N/A
Delaware	55-0883062
Delaware	06-1414002
Delaware	52-2006160
Delaware	30-0159342
Delaware	06-1074905
Nevada	06-1076995
Delaware	75-2495144
Texas	75-1554102
Delaware	74-2690781
Delaware	75-2233365
Delaware	74-3257869
Delaware	74-3218364
Delaware	N/A
Nevada	26-2092489
Delaware	90-0237006
Delaware	77-0667192
Massachusetts	04-3093808
Delaware	42-1762066
California	33-0390611
Delaware	58-1316061
Delaware	04-3149065
Delaware	11-3199405
Florida	59-2741848
Delaware	36-4223626

(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer
Identification No.)

(1) Guarantor’s address is 5301 Legacy Dr., Plano, TX 75024
Telephone: 972-673-7000
(2) Guarantor’s address is 400 N. Wolf Road, Northlake, IL 60164
Telephone: 708-449-2600
(3) Guarantor’s address is 8900 Page Ave., St. Louis, MO 63114
Telephone: 314-426-8200

(Address, Including Zip Code, and Telephone Number, Including Area
Code, of Registrant’s Principal Executive Offices)

6.15% Senior Notes due 2013

6.82% Senior Notes due 2018

7.45% Senior Notes due 2038

Item 1. General Information. Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency
Treasury Department
Washington, D.C.

Federal Deposit Insurance Corporation
Washington, D.C.

Federal Reserve Bank of San Francisco
San Francisco, California 94120

(b) Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15. Foreign Trustee. Not applicable.

Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.

Exhibit 1.	A copy of the Articles of Association of the trustee now in effect.*
Exhibit 2.	A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.**
Exhibit 3.	See Exhibit 2
Exhibit 4.	Copy of By-laws of the trustee as now in effect.***
Exhibit 5.	Not applicable.
Exhibit 6.	The consent of the trustee required by Section 321(b) of the Act.
Exhibit 7.	A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
Exhibit 8.	Not applicable.
Exhibit 9.	Not applicable.

* Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of Hornbeck Offshore Services LLC file number 333-130784-06.

**	Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of Trans-Lux Corporation file number 022-28721.
***	Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated May 26, 2005 of Penn National Gaming Inc. file number 333-125274.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Fort Worth and State of Texas on the 25th day of November, 2008.

WELLS FARGO BANK, NATIONAL ASSOCIATION
 

/s/ John C. Stohlmann  

John C. Stohlmann  

Vice President 

EXHIBIT 6

November 25, 2008

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request thereof.

Very truly yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION
 

/s/ John C. Stohlmann  

John C. Stohlmann 

Vice President 

Consolidated Report of Condition of
Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business June 30, 2008, filed in accordance with 12 U.S.C. §161 for National Banks.

		Dollar Amounts
		In Millions
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		$	13,596
Interest-bearing balances			1,300
Securities:
Held-to-maturity securities			0
Available-for-sale securities			79,851
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices			16,407
Securities purchased under agreements to resell			1,588
Loans and lease financing receivables:
Loans and leases held for sale			15,750
Loans and leases, net of unearned income	312,876
LESS: Allowance for loan and lease losses	5,239
Loans and leases, net of unearned income and allowance			307,637
Trading Assets			7,940
Premises and fixed assets (including capitalized leases)			4,226
Other real estate owned			898
Investments in unconsolidated subsidiaries and associated companies			438
Intangible assets
Goodwill			10,674
Other intangible assets			20,560
Other assets			22,462
Total assets		$	503,327
LIABILITIES
Deposits:
In domestic offices		$	276,306
Noninterest-bearing	68,344
Interest-bearing	207,962
In foreign offices, Edge and Agreement subsidiaries, and IBFs			66,966
Noninterest-bearing	7
Interest-bearing	66,959
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			8,834
Securities sold under agreements to repurchase			5,392

	Dollar Amounts
	In Millions
Trading liabilities		6,205
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)		64,435
Subordinated notes and debentures		11,005
Other liabilities		20,086
Total liabilities	$	459,229
Minority interest in consolidated subsidiaries		156
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		520
Surplus (exclude all surplus related to preferred stock)		27,686
Retained earnings		16,159
Accumulated other comprehensive income		(423	)
Other equity capital components		0
Total equity capital		43,942
Total liabilities, minority interest, and equity capital	$	503,327

I, Howard I. Atkins, EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

Howard I. Atkins
EVP & CFO     

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Dave Hoyt
John Stumpf
Carrie Tolstedt  
Directors

EX-99.1

Exhibit 99.1

Dr Pepper Snapple Group, Inc.

LETTER OF TRANSMITTAL FOR THE

OFFER TO EXCHANGE

all outstanding unregistered 6.12% Senior Notes due 2013

($250,000,000 aggregate principal amount)

for

6.12% Senior Notes due 2013

that have been registered under the Securities Act of 1933

and

all outstanding unregistered 6.82% Senior Notes due 2018

($1,200,000,000 aggregate principal amount)

for

6.82% Senior Notes due 2018

that have been registered under the Securities Act of 1933

and

all outstanding unregistered 7.45% Senior Notes due 2038

($250,000,000 aggregate principal amount)

for

7.45% Senior Notes due 2038

that have been registered under the Securities Act of 1933

Fully and unconditionally guaranteed as to payment of principal

and interest by the Subsidiary Guarantors

The exchange offer will expire at 5:00 p.m., New York City time, on          , 2008 unless the exchange offer is extended by Dr Pepper Snapple Group, Inc. in its sole discretion.

Tenders of unregistered notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date (as defined below).

Deliver To:

By Hand, by Mail or by Overnight Carrier:

Wells Fargo Bank, N.A.

Corporate Trust Services

45 Broadway — 14th Floor

New York, New York 10006

By Facsimile (for Eligible Institutions Only):

(212) 515-1589

For Information or Confirmation by Telephone:

(212) 515-5260

Delivery of this letter of transmittal to an address, or transmission via facsimile, other than to the exchange agent as set forth above, will not constitute a valid delivery. The method of delivery of all documents, including certificates, is at the risk of the holder. Instead of delivery by mail, we recommend that holders use an overnight or hand delivery service. If delivery is by mail, we recommend the use of registered mail with return receipt requested, properly insured. You should read the instructions accompanying this letter of transmittal carefully before you complete this letter of transmittal.

The undersigned acknowledges that he or she has received the prospectus dated          , 2008 of Dr Pepper Snapple Group, Inc. and this letter of transmittal and the instructions hereto, which together constitute Dr Pepper Snapple Group, Inc.’s offer to exchange:

•  $250,000,000 aggregate principal amount of unregistered 6.12% senior notes due 2013 for 6.12% senior notes due 2013 which have been registered under the Securities Act of 1933, as amended;

•  $1,200,000,000 aggregate principal amount of unregistered 6.82% senior notes due 2018 for 6.82% senior notes due 2018 which have been registered under the Securities Act of 1933, as amended; and

•  $250,000,000 aggregate principal amount of unregistered 7.45% senior notes due 2038 for 7.45% senior notes due 2038 which have been registered under the Securities Act of 1933, as amended,

pursuant to a registration statement of which the prospectus is a part. The outstanding unregistered 6.12% senior notes due 2013 have CUSIP numbers 26138EAA7, U2645FAA8 or 26138EAB5. The outstanding unregistered 6.82% senior notes due 2018 have CUSIP numbers 26138EAC3, U2645FAB6 or 26138EAD1. The outstanding unregistered 7.45% senior notes due 2038 have CUSIP numbers 26138EAE9, U2645FAC4 or 26138EAF6.

The term “Expiration Date” shall mean 5:00 p.m., New York City time, on          , 2008, unless Dr Pepper Snapple Group, Inc., in its sole discretion, extends the exchange offer, in which case the term shall mean the latest date and time to which the exchange offer is extended. Whenever we refer to the unregistered 6.12% senior notes due 2013, the unregistered 6.82% senior notes due 2018 and the unregistered 7.45% senior notes due 2038, we will refer to them as the “unregistered notes.” Whenever we refer to the 6.12% senior notes due 2013, 6.82% senior notes due 2018 and the 7.45% senior notes due 2038, the offer of which has been registered under the Securities Act, we will refer to them as the “exchange notes.” All other terms used but not defined herein have the meaning given to them in the prospectus.

This letter of transmittal is to be used if (1) certificates representing unregistered notes are to be physically delivered to the exchange agent by Holders (as defined below) or (2) tender of the unregistered notes is to be made by Holders according to the guaranteed delivery procedures set forth in the prospectus under “The Exchange Offer — Guaranteed Delivery Procedures.” Delivery of this letter of transmittal and any other required documents must be made to the exchange agent. Delivery of documents to The Depository Trust Company (“DTC”) does not constitute delivery to the exchange agent.

The term “Holder” as used herein means any person in whose name unregistered notes are registered on the books of Dr Pepper Snapple Group, Inc. or any other person who has obtained a properly completed bond power from the registered holder.

Any Holder of unregistered notes who wishes to tender such unregistered notes must, prior to the Expiration Date, either: (1) complete, sign and deliver this letter of transmittal, or a facsimile thereof, to the exchange agent in person or to the address or facsimile number set forth above and tender (and not withdraw) such unregistered notes, or (2) if a tender of unregistered notes is to be made by book-entry transfer to the account maintained by the exchange agent at DTC, confirm such book-entry transfer, including the delivery of an agent’s message (a “Book-Entry Confirmation”), in each case in accordance with the procedures for tendering described in the instructions to this letter of transmittal.

Holders of unregistered notes whose certificates are not immediately available or who are unable to deliver their certificates or Book-Entry Confirmation and all other documents required by this letter of transmittal to the exchange agent on

2

or prior to the Expiration Date must tender their unregistered notes according to the guaranteed delivery procedures set forth under the caption “The Exchange Offer — Guaranteed Delivery Procedures” in the prospectus. (See Instruction 1.)

Upon the terms and subject to the conditions of the exchange offer, the acceptance for exchange of the unregistered notes validly tendered and not withdrawn and the issuance of the exchange notes will be made promptly following the Expiration Date. For the purposes of the exchange offer, Dr Pepper Snapple Group, Inc. shall be deemed to have accepted for exchange validly tendered unregistered notes when, as and if Dr Pepper Snapple Group, Inc. has given written notice thereof to the exchange agent.

The undersigned has completed, executed and delivered this letter of transmittal to indicate the action the undersigned desires to take with respect to the exchange offer.

Please read this entire letter of transmittal and the prospectus carefully before checking any box below. The instructions included in this letter of transmittal must be followed. Questions and requests for assistance or for additional copies of the prospectus, this letter of transmittal and the notice of guaranteed delivery may be directed to the exchange agent. See Instruction 11.

Holders who wish to accept the exchange offer and tender their unregistered notes must complete this letter of transmittal in its entirety and comply with all of its terms.

Please list below the unregistered notes to which this letter of transmittal relates. If the space provided below is inadequate, the certificate numbers and principal amounts should be listed on a separate signed schedule, attached hereto. All tenders must be in minimum denominations of $2,000 and larger integral multiples of $1,000.

DESCRIPTION OF UNREGISTERED 6.12% SENIOR NOTES DUE 2013
		Certificate Number(s)	Aggregate
Name(s) and Address(es) of Holder(s)	Type of Security	(Attach Signed List,	Principal
(Please fill in, if Blank)	Tendered	if Necessary)	Amount Tendered
Total principal amount of unregistered notes tendered:

3

o   CHECK HERE IF TENDERED UNREGISTERED NOTES ARE BEING DELIVERED BY DTC TO THE EXCHANGE AGENT’S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING:

Name of tendering institution: 

DTC book-entry account: 

Transaction code no.: 

Holders who wish to tender their unregistered notes and (1) whose unregistered notes are not immediately available, or (2) who cannot deliver their unregistered notes, the letter of transmittal or any other required documents to the exchange agent prior to the Expiration Date, or cannot complete the procedure for book-entry transfer on a timely basis, may effect a tender according to the guaranteed delivery procedures set forth in the prospectus under the caption “The Exchange Offer — Guaranteed Delivery Procedures.”

o   CHECK HERE IF TENDERED UNREGISTERED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name(s) of holder(s) of unregistered notes: 

Date of execution of notice of guaranteed delivery: 

DTC book-entry account: 

If delivered by book-entry transfer: 

Name of tendering institution: 

Transaction code no.: 

DESCRIPTION OF UNREGISTERED 6.82% SENIOR NOTES DUE 2018
		Certificate Number(s)	Aggregate
Name(s) and Address(es) of Holder(s)	Type of Security	(Attach Signed List,	Principal
(Please fill in, if Blank)	Tendered	if Necessary)	Amount Tendered
Total principal amount of unregistered notes tendered:

o   CHECK HERE IF TENDERED UNREGISTERED NOTES ARE BEING DELIVERED BY DTC TO THE EXCHANGE AGENT’S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING:

Name of tendering institution: 

DTC book-entry account: 

Transaction code no.: 

4

Holders who wish to tender their unregistered notes and (1) whose unregistered notes are not immediately available, or (2) who cannot deliver their unregistered notes, the letter of transmittal or any other required documents to the exchange agent prior to the Expiration Date, or cannot complete the procedure for book-entry transfer on a timely basis, may effect a tender according to the guaranteed delivery procedures set forth in the prospectus under the caption “The Exchange Offer — Guaranteed Delivery Procedures.”

o   CHECK HERE IF TENDERED UNREGISTERED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name(s) of holder(s) of unregistered notes: 

Date of execution of notice of guaranteed delivery: 

DTC book-entry account: 

If delivered by book-entry transfer: 

Name of tendering institution: 

Transaction code no.: 

DESCRIPTION OF UNREGISTERED 7.45% SENIOR NOTES DUE 2038
		Certificate Number(s)	Aggregate
Name(s) and Address(es) of Holder(s)	Type of Security	(Attach Signed List,	Principal
(Please fill in, if Blank)	Tendered	if Necessary)	Amount Tendered
Total principal amount of unregistered notes tendered:

o   CHECK HERE IF TENDERED UNREGISTERED NOTES ARE BEING DELIVERED BY DTC TO THE EXCHANGE AGENT’S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING:

Name of tendering institution: 

DTC book-entry account: 

Transaction code no.: 

Holders who wish to tender their unregistered notes and (1) whose unregistered notes are not immediately available, or (2) who cannot deliver their unregistered notes, the letter of transmittal or any other required documents to the exchange agent prior to the Expiration Date, or cannot complete the procedure for book-entry transfer on a timely basis, may effect a tender according to the guaranteed delivery procedures set forth in the prospectus under the caption “The Exchange Offer — Guaranteed Delivery Procedures.”

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o   CHECK HERE IF TENDERED UNREGISTERED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name(s) of holder(s) of unregistered notes: 

Date of execution of notice of guaranteed delivery: 

DTC book-entry account: 

If delivered by book-entry transfer: 

Name of tendering institution: 

Transaction code no.: 

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Ladies and Gentlemen:

Subject to the terms and conditions of the exchange offer, the undersigned hereby tenders to Dr Pepper Snapple Group, Inc. the principal amount of unregistered notes indicated above. Subject to and effective upon the acceptance for exchange of the principal amount of unregistered notes tendered hereby in accordance with this letter of transmittal and the accompanying instructions, the undersigned sells, assigns and transfers to, or upon the order of, Dr Pepper Snapple Group, Inc. all right, title and interest in and to the unregistered notes tendered hereby. The undersigned hereby irrevocably constitutes and appoints the exchange agent its agent and attorney-in-fact (with full knowledge that the exchange agent also acts as agent of Dr Pepper Snapple Group, Inc. and as trustee under the indenture for the unregistered notes and the exchange notes) with respect to the tendered unregistered notes with full power of substitution to (1) deliver certificates for such unregistered notes to Dr Pepper Snapple Group, Inc., or transfer ownership of such unregistered notes on the account books maintained by DTC, together with all accompanying evidences of transfer and authenticity to, or upon the order of, Dr Pepper Snapple Group, Inc. and (2) present such unregistered notes for transfer on the books of Dr Pepper Snapple Group, Inc. and receive all benefits and otherwise exercise all rights of beneficial ownership of such unregistered notes, all in accordance with the terms of the exchange offer. The power of attorney granted in this paragraph shall be deemed irrevocable and coupled with an interest.

The undersigned hereby represents and warrants that he or she has full power and authority to tender, exchange, sell, assign and transfer the unregistered notes tendered hereby and to acquire the exchange notes issuable upon the exchange of the unregistered notes, and that Dr Pepper Snapple Group, Inc. will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim, when the same are acquired by Dr Pepper Snapple Group, Inc. The undersigned also acknowledges that this exchange offer is being made in reliance upon an interpretation by the staff of the Securities and Exchange Commission that the exchange notes issued in exchange for the unregistered notes pursuant to the exchange offer may be offered for sale, resold and otherwise transferred by holders thereof (other than a broker-dealer who purchased such unregistered notes directly from Dr Pepper Snapple Group, Inc. for resale pursuant to Rule 144A or any other available exemption under the Securities Act or a holder that is an “affiliate” of Dr Pepper Snapple Group, Inc. as defined in Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such exchange notes are acquired by a non-affiliate in the ordinary course of such holder’s business and such holders have no arrangement or understanding with any person to participate in the distribution of such exchange notes.

The undersigned Holder represents and warrants that

(a) the exchange notes acquired pursuant to the exchange offer are being acquired in the ordinary course of business of the person receiving the exchange notes, whether or not the person is the Holder,

(b) neither the undersigned Holder nor any other recipient of the exchange notes (if different than the Holder) is engaged in, intends to engage in, or has any arrangement or understanding with any person to participate in, the distribution of the unregistered notes or exchange notes,

(c) neither the undersigned Holder nor any other recipient is an “affiliate” of Dr Pepper Snapple Group, Inc. as defined in Rule 405 promulgated under the Securities Act or, if the Holder or such recipient is an affiliate, that the Holder or such recipient will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable,

(d) if the undersigned is a broker-dealer, it has not entered into any arrangement or understanding with Dr Pepper Snapple Group, Inc. or any “affiliate” of Dr Pepper Snapple Group, Inc. as defined in Rule 405 promulgated under the Securities Act to distribute the exchange notes,

(e) if the undersigned is a broker-dealer, the undersigned further represents and warrants that, if it will receive exchange notes for its own account in exchange for unregistered notes that were acquired as a result of market-making activities or other trading activities, the undersigned will deliver a prospectus meeting the requirements of the Securities Act (for which purposes, the delivery of the prospectus, as the same may be hereafter supplemented or amended, shall be sufficient) in connection with any resale of exchange notes received in the exchange offer, and

(f) the undersigned Holder is not acting on behalf of any person or entity that could not truthfully make these representations.

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Any broker-dealer acknowledging that it will deliver, and by delivering, a prospectus meeting the requirements of the Securities Act in connection with any resale of exchange notes, will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The undersigned will, upon request, execute and deliver any additional documents deemed by the exchange agent or Dr Pepper Snapple Group, Inc. to be necessary or desirable to complete the exchange, assignment and transfer of the unregistered notes tendered hereby or transfer of ownership of such unregistered notes on the account books maintained by a book-entry transfer facility.

The undersigned understands and agrees that Dr Pepper Snapple Group, Inc. reserves the right not to accept tendered unregistered notes from any tendering Holder if Dr Pepper Snapple Group, Inc. determines, in its sole and absolute discretion, that its ability to proceed with the exchange offer would be impaired by a pending or threatened action or proceeding with respect to the exchange offer or that such acceptance could result in a violation of applicable securities laws.

For purposes of the exchange offer, Dr Pepper Snapple Group, Inc. shall be deemed to have accepted validly tendered unregistered notes when, as and if Dr Pepper Snapple Group, Inc. has given oral or written notice thereof to the exchange agent. If any tendered unregistered notes are not accepted for exchange pursuant to the exchange offer for any reason, such unaccepted or non-exchanged unregistered notes will be returned to the address shown below or to a different address as may be indicated herein under “Special Delivery Instructions,” without expense to the tendering Holder thereof, (or, in the case of tender by book-entry transfer into the exchange agent’s account at the book-entry transfer facility pursuant to the book-entry transfer procedures described in the prospectus under the “The Exchange Offer — Book-Entry Transfer,” such non-exchanged notes will be credited to an account maintained with such book-entry transfer facility) as promptly as practicable after the expiration or termination of the exchange offer.

The undersigned understands and acknowledges that Dr Pepper Snapple Group, Inc. reserves the right in its sole discretion to purchase or make offers for any unregistered notes that remain outstanding subsequent to the Expiration Date or, as set forth in the prospectus under the caption “The Exchange Offer — Expiration Date; Extensions; Amendment; Termination,” to terminate the exchange offer and, to the extent permitted by applicable law, purchase unregistered notes in the open market, in privately negotiated transactions or otherwise. The terms of any such purchases or offers could differ from the terms of the exchange offer.

The undersigned understands that tenders of unregistered notes pursuant to the procedures described under the caption “The Exchange Offer — Procedures for Tendering” in the prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and Dr Pepper Snapple Group, Inc. upon the terms and subject to the conditions of the exchange offer. The undersigned also agrees that acceptance of any tendered unregistered notes by Dr Pepper Snapple Group, Inc. and the issuance of exchange notes in exchange therefor shall constitute performance in full by Dr Pepper Snapple Group, Inc. of its obligations under the exchange offer and Registration Rights Agreement and that, upon the issuance of the exchange notes, Dr Pepper Snapple Group, Inc. will have no further obligations or liabilities thereunder (except in certain limited circumstances).

All authority conferred or agreed to be conferred by this letter of transmittal shall survive the death, incapacity or dissolution of the undersigned and every obligation under this letter of transmittal shall be binding upon the undersigned’s heirs, personal representatives, successors and assigns. This tender may be withdrawn only in accordance with the procedures set forth in the prospectus and in this letter of transmittal.

By acceptance of the exchange offer, each broker-dealer that receives exchange notes pursuant to the exchange offer hereby acknowledges and agrees that, upon the receipt of notice by Dr Pepper Snapple Group, Inc. of the happening of any event that makes any statement in the prospectus untrue in any material respect or that requires the making of any changes in the prospectus in order to make the statements therein not misleading (which notice Dr Pepper Snapple Group, Inc. agrees to deliver promptly to such broker-dealer), such broker-dealer will suspend use of the prospectus until Dr Pepper Snapple Group, Inc. has amended or supplemented the prospectus to correct such misstatement or omission and has furnished copies of the amended or supplemented prospectus to such broker-dealer.

The undersigned understands and agrees that unless he or she otherwise indicates under “Special Registration Instructions,” the certificates representing the exchange notes issued in exchange for the unregistered notes will be issued and any unregistered notes not tendered or not exchanged will be returned in the name(s) of the undersigned (or in either such event in the case of unregistered notes tendered by DTC, by credit to the respective account at DTC). Similarly, unless otherwise

8

indicated under “Special Delivery Instructions,” the certificates representing the exchange notes issued in exchange for the unregistered notes will be sent and any unregistered notes not tendered or not exchanged (and accompanying documents, as appropriate) will be returned to the undersigned at the address shown below the undersigned’s signatures, unless, in either event, tender is being made through DTC. In the event that both “Special Registration Instructions” and “Special Delivery Instructions” are completed, the certificates representing the exchange notes issued in exchange for the unregistered notes will be issued and any unregistered notes not tendered or not exchanged will be returned in the name(s) of, and said certificates will be sent to, the person(s) so indicated. The undersigned recognizes that Dr Pepper Snapple Group, Inc. has no obligations pursuant to the “Special Registration Instructions” and “Special Delivery Instructions” to transfer any unregistered notes from the name of the registered holder(s) thereof if Dr Pepper Snapple Group, Inc. does not accept for exchange any of the unregistered notes so tendered.

Holders who wish to tender the unregistered notes and (1) whose unregistered notes are not immediately available or (2) who cannot deliver their unregistered notes, this letter of transmittal or any other documents required hereby to the exchange agent prior to the Expiration Date may tender their unregistered notes according to the guaranteed delivery procedures set forth in the prospectus under the caption “The Exchange Offer — Guaranteed Delivery Procedures” and the Notice of Guaranteed Delivery. (See Instruction 2.)

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PLEASE SIGN HERE

WHETHER OR NOT TENDER IS TO BE MADE PURSUANT TO THE GUARANTEED

DELIVERY PROCEDURES.

(To be completed by all tendering Holders of unregistered notes regardless

of whether unregistered notes are being physically delivered herewith)

This letter of transmittal must be signed by the registered Holder(s) of unregistered notes exactly as its (their) name(s) appear(s) on certificate(s) of unregistered notes or, if tendered by a participant in DTC, exactly as such participant’s name appears on its security position listing it as the owner of unregistered notes, or by the person(s) authorized to become the registered Holder(s) by endorsements and documents transmitted with this letter of transmittal. If the unregistered notes to which this letter of transmittal relates are held of record by two or more joint Holders, then all such Holders must sign this letter of transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, then such person must set forth his or her full title below under “Capacity(ies)” and submit evidence satisfactory to Dr Pepper Snapple Group, Inc. of such person’s authority to so act. (See Instruction 6.) If the signature appearing below is not that of the registered Holder(s) of the unregistered notes, then the registered Holder(s) must sign a valid proxy.

	Date:
	Date:
Signature(s) of Holder(s) or
Authorized Signatory
Name(s):	Address:
(Please Print)
Capacity(ies):	(Including Zip Code)
	Area code and telephone no.:
Employer Identification or Social Security Number(s): ­ ­

SIGNATURE GUARANTEE
(SEE INSTRUCTION 1 HEREIN)

(Name of Eligible Institution Guaranteeing Signatures)

(Address (Including Zip Code) and Telephone Number (Including Area Code) of Eligible Institution)

(Authorized Signatures)

(Printed Names)

(Titles)

Date:

10

SPECIAL REGISTRATION

INSTRUCTIONS

(See Instruction 7 herein)

To be completed ONLY if certificates for unregistered notes in a principal amount not tendered or not accepted for exchange are to be issued in the name of, or the exchange notes issued pursuant to the exchange offer are to be issued to the order of, someone other than the person or persons whose signature(s) appear(s) within this letter of transmittal or issued to an address different from that shown in the box(es) entitled “Description of Unregistered 6.12% Senior Notes Due 2013,” “Description of Unregistered 6.82% Senior Notes Due 2018” or “Description of Unregistered 7.45% Senior Notes Due 2038,” as appropriate, within this letter of transmittal, or if exchange notes tendered by book-entry transfer that are not accepted for purchase are to be credited to an account maintained at DTC other than the account indicated above.

Name:

(Please Print)

Address:

(Please Print)

(Zip Code)

Employer Identification or Social Security Number

(See Substitute Form W-9 below)

SPECIAL DELIVERY

INSTRUCTIONS

(See Instruction 7 herein)

To be completed ONLY if certificates for unregistered notes in a principal amount not tendered or not accepted for exchange are to be sent to, or the exchange notes issued pursuant to the exchange offer are to be sent to someone other than, the person or persons whose signature(s) appear(s) within this letter of transmittal, or to an address different from that shown in the box(es) entitled “Description of Unregistered 6.12% Senior Notes Due 2013,” “Description of Unregistered 6.82% Senior Notes Due 2018” or “Description of Unregistered 7.45% Senior Notes Due 2038,” as appropriate, within this letter of transmittal, or to be credited to an account maintained at DTC, other than the account indicated above.

Name:

(Please Print)

Address:

(Please Print)

(Zip Code)

Employer Identification or Social Security Number

(See Substitute Form W-9 below)

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INSTRUCTIONS

Forming part of the terms and conditions

of the exchange offer

1. Guarantee of Signatures.  Signatures on this letter of transmittal (or copy hereof) or a notice of withdrawal, as the case may be, must be guaranteed by a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc., a commercial bank or trust company having an office or correspondent in the United States or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Exchange Act (an “Eligible Institution”) unless the unregistered notes tendered pursuant thereto are tendered (1) by a registered Holder (including any participant in DTC whose name appears on a security position listing as the owner of unregistered notes) who has not completed the box set forth herein entitled “Special Registration Instructions” or “Special Delivery Instructions” of this letter of transmittal or (2) for the account of an Eligible Institution.

2. Delivery of this Letter of Transmittal and Unregistered Notes.  Certificates for the physically tendered unregistered notes (or a confirmation of a book-entry transfer to the exchange agent at DTC of all unregistered notes tendered electronically), as well as, in the case of physical delivery of unregistered notes, a properly completed and duly executed copy of this letter of transmittal or facsimile hereof and any other documents required by this letter of transmittal must be received by the exchange agent at its address set forth herein prior to 5:00 p.m., New York City time, on the Expiration Date. The method of delivery of the tendered unregistered notes, this letter of transmittal and all other required documents, or book-entry transfer and transmission of an Agent’s Message by a DTC participant, to the exchange agent are at the election and risk of the Holder and, except as otherwise provided below, the delivery will be deemed made only when actually received by the exchange agent. Instead of delivery by mail, it is recommended that the Holder use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery. No letter of transmittal or unregistered notes should be sent to Dr Pepper Snapple Group, Inc. or DTC.

The exchange agent will make a request to establish an account with respect to the unregistered notes at DTC for purposes of the exchange offer promptly after receipt of the prospectus, and any financial institution that is a participant in DTC may make book-entry delivery of unregistered notes by causing DTC to transfer such unregistered notes into the exchange agent’s account at DTC in accordance with the relevant entity’s procedures for transfer. However, although delivery of unregistered notes may be effected through book-entry transfer at DTC, an Agent’s Message (as defined in the next paragraph) in connection with a book-entry transfer and any other required documents must, in any case, be transmitted to and received by the exchange agent at the address specified on the cover page of the letter of transmittal on or prior to the Expiration Date or the guaranteed delivery procedures described below must be complied with.

A Holder may tender unregistered notes that are held through DTC by transmitting its acceptance through DTC’s Automatic Tender Offer Program, for which the transaction will be eligible, and DTC will then edit and verify the acceptance and send an Agent’s Message to the exchange agent for its acceptance. The term “Agent’s Message” means a message transmitted by DTC to, and received by, the exchange agent and forming part of the Book-Entry Confirmation, which states that DTC has received an express acknowledgment from each participant in DTC tendering the unregistered notes and that such participant has received the letter of transmittal and agrees to be bound by the terms of the letter of transmittal and Dr Pepper Snapple Group, Inc. may enforce such agreement against such participant. Delivery of an Agent’s Message will also constitute an acknowledgment from the tendering DTC participant that the representations and warranties set forth on page 7 of this letter of transmittal are true and correct.

Holders who wish to tender their unregistered notes and (1) whose unregistered notes are not immediately available or (2) who cannot deliver their unregistered notes, this letter of transmittal or any other documents required hereby to the exchange agent prior to the Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely basis, must tender their unregistered notes and follow the guaranteed delivery procedures set forth in the prospectus. Pursuant to such procedures: (1) such tender must be made by or through an Eligible Institution (as defined above) or pursuant to the DTC standard operating procedures; (2) prior to the Expiration Date, the exchange agent must have received from the Eligible Institution a properly completed and duly executed

12

notice of guaranteed delivery (by facsimile transmission, mail or hand delivery) setting forth the name and address of the Holder of the unregistered notes, the certificate number or numbers of such unregistered notes and the principal amount of unregistered notes tendered, stating that the tender is being made thereby and guaranteeing that within three business days after the Expiration Date, this letter of transmittal (or copy thereof) together with the certificate(s) representing the unregistered notes (or a confirmation of electronic mail delivery or book-entry delivery into the exchange agent’s account at DTC) and any of the required documents will be deposited by the Eligible Institution with the exchange agent and (3) such properly completed and executed letter of transmittal (or copy thereof), as well as all other documents required by this letter of transmittal and the certificate(s) representing all tendered unregistered notes in proper form for transfer or a confirmation of electronic mail delivery or book-entry delivery into the exchange agent’s account at DTC, must be received by the exchange agent within three business days after the Expiration Date, all as provided in the prospectus under the caption “The Exchange Offer — Guaranteed Delivery Procedures.” Any Holder of unregistered notes who wishes to tender his unregistered notes pursuant to the guaranteed delivery procedures described above must ensure that the exchange agent receives the notice of guaranteed delivery prior to 5:00 p.m., New York City time, on the Expiration Date. Upon request to the exchange agent, a notice of guaranteed delivery will be sent to Holders who wish to tender their unregistered notes according to the guaranteed delivery procedures set forth above.

All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered unregistered notes or this letter of transmittal will be determined by Dr Pepper Snapple Group, Inc. in its sole discretion, which determination will be final and binding. All tendering Holders, by execution of this letter of transmittal (or copy hereof), shall waive any right to receive notice of the acceptance of the unregistered notes for exchange. Dr Pepper Snapple Group, Inc. reserves the absolute right to reject any and all unregistered notes or letter of transmittal not properly tendered, or any tenders Dr Pepper Snapple Group, Inc.’s acceptance of which would, in the opinion of counsel for Dr Pepper Snapple Group, Inc., be unlawful. Dr Pepper Snapple Group, Inc. also reserves the absolute right to waive any defects, irregularities or conditions of tender as to particular unregistered notes. Dr Pepper Snapple Group, Inc.’s interpretation of the terms and conditions of the exchange offer (including the instructions in this letter of transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of unregistered notes must be cured within such time as Dr Pepper Snapple Group, Inc. shall determine. Although Dr Pepper Snapple Group, Inc. intends to notify Holders of defects or irregularities with respect to tenders of unregistered notes, none of Dr Pepper Snapple Group, Inc., the exchange agent or any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of unregistered notes, nor shall any of them incur any liability for failure to give such notification. Tenders of unregistered notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any unregistered notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the exchange agent to the tendering Holders of unregistered notes, unless otherwise provided in this letter of transmittal, as soon as practicable following the Expiration Date.

3. Inadequate Space.  If the space provided is inadequate, the certificate number(s) of the unregistered notes should be listed on a separate signed schedule attached hereto.

4. Tender by Holder.  Except in limited circumstances, only a registered Holder of unregistered notes or a DTC participant listed on a securities position listing furnished by DTC with respect to the unregistered notes may tender its unregistered notes in the exchange offer. Any beneficial owner of unregistered notes who is not the registered Holder and is not a DTC participant and who wishes to tender should arrange with such registered holder to execute and deliver this letter of transmittal on such beneficial owner’s behalf or must, prior to completing and executing this letter of transmittal and delivering such unregistered notes, either make appropriate arrangements to register ownership of the unregistered notes in such beneficial owner’s name or obtain a properly completed bond power from the registered holder or properly endorsed certificates representing such unregistered notes.

5. Partial Tenders; Withdrawals.  Tenders of unregistered notes will be accepted only in minimum denominations of $2,000 and larger integral multiples of $1,000. If less than the entire principal amount of any unregistered notes is tendered, the tendering Holder should fill in the principal amount tendered in the fourth column of the box(es) entitled “Description of Unregistered 6.12% Senior Notes Due 2013,” “Description of Unregistered 6.82% Senior Notes Due 2018” or “Description of Unregistered 7.45% Senior Notes Due 2038,” as

13

appropriate. The entire principal amount of unregistered notes delivered to the exchange agent will be deemed to have been tendered unless otherwise indicated. If the entire principal amount of all unregistered notes is not tendered, unregistered notes for the principal amount of unregistered notes not tendered and a certificate or certificates representing exchange notes issued in exchange of any unregistered notes accepted will be sent to the Holder at his or her registered address, unless a different address is provided in the appropriate box on this letter of transmittal, promptly after the unregistered notes are accepted for exchange.

Except as otherwise provided herein, tenders of unregistered notes may be withdrawn at any time prior to the Expiration Date. To withdraw a tender of unregistered notes in the exchange offer, a written or facsimile transmission notice of withdrawal must be received by the exchange agent at its address set forth herein prior to the Expiration Date. Any such notice of withdrawal must (1) specify the name of the person having deposited the unregistered notes to be withdrawn (the “Depositor”), (2) identify the unregistered notes to be withdrawn (including the certificate number(s) and principal amount of such unregistered notes, or, in the case of unregistered notes transferred by book-entry transfer, the name and number of the account at DTC to be credited), (3) be signed by the Depositor in the same manner as the original signature on the letter of transmittal by which such unregistered notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the registrar with respect to the unregistered notes register the transfer of such unregistered notes into the name of the person withdrawing the tender and (4) specify the name in which any such unregistered notes are to be registered, if different from that of the Depositor. All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by Dr Pepper Snapple Group, Inc., whose determination shall be final and binding on all parties. Any unregistered notes so withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer and no exchange notes will be issued with respect thereto unless the unregistered notes so withdrawn are validly re-tendered. Any unregistered notes which have been tendered but which are not accepted for exchange by Dr Pepper Snapple Group, Inc. will be returned to the Holder thereof without cost to such Holder as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn unregistered notes may be re-tendered by following one of the procedures described in the prospectus under “The Exchange Offer — Procedures for Tendering” at any time prior to the Expiration Date.

6. Signatures on the Letter of Transmittal; Bond Powers and Endorsements.  If this letter of transmittal (or a copy hereof) is signed by the registered Holder(s) of the unregistered notes tendered hereby, the signature must correspond with the name(s) as written on the face of the unregistered notes without alteration or any change whatsoever.

If any of the unregistered notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this letter of transmittal.

If a number of unregistered notes registered in different names are tendered, it will be necessary to complete, sign and submit as many copies of this letter of transmittal as there are different registrations of unregistered notes.

If this letter of transmittal (or a copy hereof) is signed by the registered Holder(s) (which term, for the purposes described herein, shall include a book-entry transfer facility whose name appears on the security listing as the owner of the unregistered notes) of notes tendered and the certificate(s) for exchange notes issued in exchange therefor is to be issued (or any untendered principal amount of unregistered notes is to be reissued) to the registered Holder, such Holder need not and should not endorse any tendered note, nor provide a separate bond power.

If this letter of transmittal (or a copy hereof) is signed by a person other than the registered Holder(s) of notes listed therein, such notes must be endorsed or accompanied by properly completed bond powers which authorize such person to tender the notes on behalf of the registered Holder, in either case signed as the name of the registered Holder(s) appears on the unregistered notes, and with the signatures on the endorsement or bond power guaranteed by an Eligible Institution.

If this letter of transmittal (or a copy hereof) or any unregistered notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, or officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by Dr Pepper Snapple Group, Inc., evidence satisfactory to Dr Pepper Snapple Group, Inc. of the authority to so act must be submitted with this letter of transmittal.

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Endorsements on unregistered notes or signatures on bond powers required by this Instruction 6 must be guaranteed by an Eligible Institution.

7. Special Registration and Delivery Instructions.  Tendering Holders should indicate, in the applicable spaces, the name and address to which exchange notes, or unregistered notes for principal amounts not tendered or not accepted for exchange, are to be issued or sent, if different from the name and address of the person signing this letter of transmittal (or in the case of tender of the unregistered notes through DTC, if different from the account maintained at DTC indicated above). In the case of issuance in a different name, the taxpayer identification or social security number of the person named must also be indicated.

8. Transfer Taxes.  Dr Pepper Snapple Group, Inc. will pay all transfer taxes, if any, applicable to the exchange of unregistered notes pursuant to the exchange offer. If, however, certificates representing exchange notes or unregistered notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be registered or issued in the name of, any person other than the registered Holder of the notes tendered hereby, or if tendered notes are registered in the name of any person other than the person signing this letter of transmittal, or if a transfer tax is imposed for any reason other than the exchange of unregistered notes pursuant to the exchange offer, then the amount of any such transfer taxes (whether imposed on the registered Holder or any other person) will be payable by the tendering Holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with this letter of transmittal, the amount of such transfer taxes will be billed directly to such tendering Holder.

9. Waiver of Conditions.  Dr Pepper Snapple Group, Inc. reserves the right, in its sole discretion, to amend, waive or modify specified conditions in the exchange offer in the case of any unregistered notes tendered.

10. Mutilated, Lost, Stolen or Destroyed Unregistered Notes.  Any tendering Holder whose unregistered notes have been mutilated, lost, stolen or destroyed should contact the exchange agent at the address indicated herein for further instruction.

11. Requests for Assistance or Additional Copies.  Questions and requests for assistance and requests for additional copies of the prospectus or this letter of transmittal may be directed to the exchange agent at the address specified in the prospectus. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the exchange offer.

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IMPORTANT TAX INFORMATION

A tendering Holder of the unregistered notes is required to give the exchange agent such Holder’s social security number or employer identification number (“TIN”) or establish a basis for exemption from backup withholding. If the unregistered notes are in more than one name or are not in the name of the actual owner, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional guidance on which number to report.

Certain tendering Holders (including, among others, all corporations and certain non-U.S. individuals) are not subject to these backup withholding and reporting requirements. Exempt Holders should indicate their exempt status on Substitute Form W-9. Non-U.S. individuals may qualify as an exempt recipient by submitting to the exchange agent a properly completed Internal Revenue Service Form W-8BEN, signed under penalties of perjury, attesting to that Holder’s exempt status. A Form W-8BEN can be obtained from the exchange agent. See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional instructions.

A Holder shall write “applied for” in the box in Part I of the form if the tendering Holder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If “applied for” is written in the box in Part I and the exchange agent is not provided with a TIN within 60 days thereafter, the exchange agent will withhold 28% on all payments under the senior notes until a TIN is provided to the exchange agent.

TO BE COMPLETED BY ALL TENDERING HOLDERS

PAYOR’S NAME: DR PEPPER SNAPPLE GROUP, INC.
Payee’s Name:
Payee’s Business Name (if different from above):
Payee’s Address:
Mark Appropriate Box:	[  ] Limited Liability Company Enter appropriate tax classification       disregarded entity       corporation       partnership	[  ] Individual/Sole Proprietor	[  ] Corporation	[  ] Partnership	[  ] Other

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SUBSTITUTE Form W-9	Part I — PLEASE PROVIDE YOUR TIN IN THE BOX AT THE RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.	TIN: ­ ­  Social Security Number or Employer Identification Number
Department of the Treasury Internal Revenue Service	Part II — For Payees exempt from backup withholding, write “Exempt” here and sign and date below (see the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 and complete as instructed therein)
Payor’s Request for Taxpayer Identification Number (“TIN”) and Certification	Part III — Certification — Under penalties of perjury, I certify that: (1) The number shown on this form is my correct TIN (or I am waiting for a number to be issued to me); and (2) I am not subject to backup withholding because: (a) I am exempt from backup withholding or (b) I have not been notified by the Internal Revenue Service (“IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding; and (3) I am a U.S. person (including a U.S. resident alien).
	Certification Instructions — You must cross out item (2) of Part III above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding, you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2). (Also see the instructions in the enclosed Guidelines.) SIGNATURE:                                                                    DATE:

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28 PERCENT OF ANY PAYMENTS MADE TO YOU UNDER THE NOTES AND A U.S.$50 PENALTY IMPOSED BY THE IRS. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number to the exchange agent by the time of payment, the applicable amount of all reportable payments made to me will be withheld and such retained amounts shall be remitted to the IRS as backup withholding.

Signature ­ ­ Date ­ ­

Name (Please Print) 

17

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYOR.  Social security numbers have nine digits separated by two hyphens; i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen; i.e., 00-0000000. The table below will help determine the number to give the payor.

			Give the NAME and
	Give the NAME and		EMPLOYER
	SOCIAL SECURITY		IDENTIFICATION
For this type of account:	number of:	For this type of account:	number of:
1. Individual	The individual	6. Disregarded entity not owned by an individual	The owner(4)
2. Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account (1)	7. A valid trust, estate, or pension trust	The legal entity(5)
3. Custodial account of a minor (Uniform Gift to Minors Act)	The minor(2)	8. Corporation (or LLC electing corporate status on Form 8832)	The corporation
4. a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee(1)	9. Association, club, religious, charitable, educational or other tax-exempt organization	The organization
b. So-called trust account that is not a legal or valid trust under state law	The actual owner(1)	10. Partnership or multi-member LLC	The partnership
5. Sole proprietorship or disregarded entity owned by an individual	The owner(3)	11. A broker or registered nominee	The broker or nominee
		12. Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

(1)	List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person’s number must be furnished.
(2)	Circle the minor’s name and furnish the minor’s social security number.
(3)	You must show your individual name, but you may also enter your business name or “doing business as” name. Use either the individual’s social security number or the business’ employer identification number (if it has one).
(4)	You must show the owner’s name on the “Payee’s Name” line and use the owner’s taxpayer identification number. You must show the disregarded entity’s name on the “Payee’s Business Name” line. Do not enter the disregarded entity’s taxpayer identification number.
(5)	List first and circle the name of the legal trust, estate or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

NOTE:  If no name is circled when there is more than one name listed, the number will be considered to be that of the first name listed.

18

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Page 2

Obtaining a Number

If you do not have a taxpayer identification number or you do not know your number, obtain Form SS-5, Application for a Social Security Card (for resident individuals), Form SS-4, Application for Employer Identification Number (for businesses and all other entities), or Form W-7, Application for IRS Individual Taxpayer Identification Number (for alien individuals required to file U.S. tax returns) at the local office of the Social Security Administration or the IRS and apply for a number.

To complete Substitute Form W-9 if you do not have a taxpayer identification number, write “Applied For” in the space for the taxpayer identification number, sign and date the form, and give it to the requester.

Payees Exempt from Backup Withholding

Payees generally exempted from backup withholding include the following:

•  A corporation.

•  A financial institution.

•  An organization exempt from tax under section 501(a), or an individual retirement plan, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2).

•  The United States or any agency or instrumentality thereof.

•  A state, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof.

•  A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof.

•  An international organization or any agency or instrumentality thereof.

•  A dealer in securities or commodities registered in the United States or a possession of the United States.

•  A real estate investment trust.

•  A common trust fund operated by a bank under section 584 (a).

•  An exempt charitable remainder trust, or a non-exempt trust described in section 4947.

•  An entity registered at all times under the Investment Company Act of 1940.

•  A foreign central bank of issue.

•  A middleman known in the investment community as a nominee or custodian or listed in the most recent publication of the American Society of Corporate Secretaries, Inc., Nominee List.

Payments of dividends and patronage dividends not generally subject to backup withholding include the following:

•  Payments to nonresident aliens subject to withholding under section 1441.

•  Payments to partnerships not engaged in a trade or business in the U.S. and which have at least one nonresident alien partner.

•  Payments of patronage dividends where the amount received is not paid in money.

•  Payments made by certain foreign organizations.

•  Section 404(k) distributions made by an ESOP.

Payments of interest not generally subject to backup withholding include the following:

•  Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payor’s trade or business and you have not provided your correct taxpayer identification number to the payor.

•  Payments of tax-exempt interest (including exempt interest dividends under section 852).

•  Payments described in section 6049(b)(5) to nonresident aliens.

•  Payments on tax-free covenant bonds under section 1451.

•  Payments made by certain foreign organizations.

Exempt payees described above should file Substitute Form W-9 as follows to avoid possible erroneous backup withholding:

FILE SUBSTITUTE FORM W-9 WITH THE PAYOR BY FURNISHING YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” ON THE FACE OF THE FORM (IN PART II OF THE FORM), SIGN AND DATE THE FORM AND RETURN TO THE PAYOR.

Certain payments other than interest, dividends, and patronage dividends that are not subject to information reporting are also not subject to backup withholding. For details, see sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N of the Code, and the regulations under such sections.

19

Privacy Act Notice. — Section 6109 requires you to give your correct taxpayer identification number to Payors who must report the payments to the IRS. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, and the District of Columbia to carry out their tax laws. Payors must be given the numbers whether or not you are required to file tax returns. Payors must generally withhold 28% of taxable interest, dividends, and certain other payments to a payee who does not furnish a taxpayer identification number to a payor. Certain penalties may also apply.

Penalties

(1) Penalty for Failure to Furnish Taxpayer Identification Number. — If you fail to furnish your taxpayer identification number to a payor, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information With Respect to Withholding. — If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.

(3) Criminal Penalty for Falsifying Information — Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR ADVISOR OR THE INTERNAL REVENUE SERVICE.

(DO NOT WRITE IN SPACE BELOW)

Certificate Surrendered	Unregistered Notes Tendered	Unregistered Notes Accepted
Delivery Prepared by	Checked by	Date

20

EX-99.2

Exchibit 99.2

Dr Pepper Snapple Group, Inc.

NOTICE OF GUARANTEED DELIVERY

all outstanding unregistered 6.12% Senior Notes due 2013
($250,000,000 aggregate principal amount)

for

6.12% Senior Notes due 2013
that have been registered under the Securities Act of 1933

and

all outstanding unregistered 6.82% Senior Notes due 2018
($1,200,000,000 aggregate principal amount)

for

6.82% Senior Notes due 2018
that have been registered under the Securities Act of 1933

and

all outstanding unregistered 7.45% Senior Notes due 2038
($250,000,000 aggregate principal amount)

for

7.45% Senior Notes due 2038
that have been registered under the Securities Act of 1933

Fully and unconditionally guaranteed as to payment of principal
and interest by the Subsidiary Guarantors

As set forth in the prospectus dated          , 2008, of Dr Pepper Snapple Group, Inc. and in the accompanying letter of transmittal and instructions thereto, this form or one substantially equivalent hereto must be used to accept Dr Pepper Snapple Group, Inc.’s offer to exchange 6.12% senior notes due 2013, 6.82% senior notes due 2018 and 7.45% senior notes due 2038 that have been registered under the Securities Act of 1933, as amended, for any and all outstanding unregistered 6.12% senior notes due 2013, unregistered 6.82% senior notes due 2018 and unregistered 7.45% senior notes due 2038 issued on April 30, 2008, if (i) certificates representing the unregistered notes to be tendered for exchange are not lost but are not immediately available, (ii) time will not permit the letter of transmittal, certificates representing such unregistered notes or other required documents to reach the exchange agent prior to the Expiration Date (as defined herein) or (iii) the procedures for book-entry transfer cannot be completed prior to the Expiration Date. This form may be delivered by an Eligible Institution (as defined in the letter of transmittal) by mail or by hand or transmitted, via facsimile, to the exchange agent as set forth below. All capitalized terms used but not defined herein shall have the meanings given to them in the prospectus.

The exchange offer will expire at 5:00 p.m., New York City time, on          , 2008 (the “Expiration Date”) unless the exchange offer is extended by Dr Pepper Snapple Group, Inc. in its sole discretion. Tenders of unregistered notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

To: Wells Fargo Bank, N.A., Exchange Agent

By Hand, by Mail or by Overnight Carrier:

Wells Fargo Bank, N.A.

Corporate Trust Services

45 Broadway — 14th Floor

New York, New York 10006

By Facsimile (for Eligible Institutions Only):

(212) 515-1589

For Information or Confirmation by Telephone:

(212) 515-5260

Delivery of this instrument to an address, or transmission via facsimile with confirmation, other than to the exchange agent as set forth above will not constitute a valid delivery. The method of delivery of all documents, including certificates, is at the risk of the holder. Instead of delivery by mail, we recommend that holders use an overnight or hand delivery service. If delivery is by mail, we recommend registered mail with return receipt requested, properly insured. You should read the instructions accompanying the letter of transmittal carefully before you complete this notice of guaranteed delivery.

This instrument is not to be used to guarantee signatures. If a signature on the letter of transmittal is required to be guaranteed by an Eligible Institution under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the letter of transmittal.

Ladies and Gentlemen:

The undersigned hereby tender(s) to Dr Pepper Snapple Group, Inc., upon the terms and subject to the conditions of the exchange offer as set forth in the prospectus and the letter of transmittal, receipt of which is hereby acknowledged, the aggregate principal amount of unregistered notes set forth below pursuant to the guaranteed delivery procedures set forth in the prospectus.

The undersigned understands that tenders of unregistered notes will be accepted only in authorized denominations. The undersigned understands that tenders of unregistered notes pursuant to the exchange offer may not be withdrawn after 5:00 p.m., New York City time, on the Expiration Date. Tenders of unregistered notes may be withdrawn if the exchange offer is terminated or as otherwise provided in the prospectus.

The undersigned understands that the exchange of unregistered notes for exchange notes will only be made after receipt by the exchange agent, within three (3) business days of the Expiration Date, of:

(i) (a) a properly completed and duly executed letter of transmittal (or a facsimile thereof) with any required signature guarantees and certificates representing the unregistered notes covered hereby in proper form for transfer, or (b) alternatively, confirmation of the book-entry transfer of such unregistered notes into the exchange agent’s account at DTC pursuant to the procedure for book-entry transfer set forth in the prospectus; and

(ii) this notice of guaranteed delivery together with any other required documents.

All authority herein conferred or agreed to be conferred by this notice of guaranteed delivery shall survive the death or incapacity of the undersigned and every obligation of the undersigned under this notice of guaranteed delivery shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.

2

PLEASE SIGN AND COMPLETE

Principal amount of unregistered 6.12% senior notes due 2013 tendered:*

Principal amount of unregistered 6.82% senior notes due 2018 tendered:*

Principal amount of unregistered 7.45% senior notes due 2038 tendered:*

Certificate no(s). of unregistered 6.12% senior notes due 2013 (if available):

Certificate no(s). of unregistered 6.82% senior notes due 2018 (if available):

Certificate no(s). of unregistered 7.45% senior notes due 2038 (if available):

If unregistered notes will be delivered by book-entry transfer at DTC, insert account no.:

Date:

Name(s) of registered holders(s)

Address:

Area code and telephone no:

Signature(s) of registered holder(s) or authorized signatory:

Signature(s) of registered holder(s) or authorized signatory:

* Must be in minimum denominations of $2,000 and larger integral multiples of $1,000.

This notice of guaranteed delivery must be signed by the registered holder(s) of unregistered notes exactly as its (their) name(s) appears on certificates for unregistered notes or on a security position listing as the owner of unregistered notes, or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this notice of guaranteed delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information.

3

Please print name(s) and address(es)

Name(s):

Capacity:

Address(es):

Do not send unregistered notes with this form. Unregistered notes should be sent to the exchange agent, together with a properly completed and duly executed letter of transmittal.

4

GUARANTEE

(Not to be used for signature guarantee)

The undersigned, a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or a correspondent in the United States or an “eligible guarantor institution” as defined by Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby (a) represents that each holder of unregistered notes on whose behalf this tender is being made “own(s)” the unregistered notes covered hereby within the meaning of Rule 13d-3 under the Exchange Act, (b) represents that such tender of unregistered notes complies with such Rule 14e-4, and (c) guarantees that, within three (3) business days from the date of this notice of guaranteed delivery, a properly completed and duly executed letter of transmittal (or a facsimile thereof), together with certificates representing the unregistered notes covered hereby in proper form for transfer or, alternatively, confirmation of the book-entry transfer of such unregistered notes into the exchange agent’s account at DTC, pursuant to the procedure for book-entry transfer set forth in the prospectus and required documents will be deposited by the undersigned with the exchange agent.

The undersigned acknowledges that it must deliver the letter of transmittal and unregistered notes tendered hereby to the exchange agent within the time period set forth and that failure to do so could result in financial loss to the undersigned.

Name of Firm:	Authorized Signature:
Address:	Name:
Area Code and Telephone No.:	Title:

5

EX-99.3

Exhibit 99.3

Dr Pepper Snapple Group, Inc.

PURSUANT TO THE EXCHANGE OFFER IN RESPECT OF

all outstanding unregistered 6.12% Senior Notes due 2013

($250,000,000 aggregate principal amount)

for

6.12% Senior Notes due 2013

that have been registered under the Securities Act of 1933

and

all outstanding unregistered 6.82% Senior Notes due 2018

($1,200,000,000 aggregate principal amount)

for

6.82% Senior Notes due 2018

that have been registered under the Securities Act of 1933

and

all outstanding unregistered 7.45% Senior Notes due 2038

($250,000,000 aggregate principal amount)

for

7.45% Senior Notes due 2038

that have been registered under the Securities Act of 1933

Fully and unconditionally guaranteed as to payment of principal

and interest by the Subsidiary Guarantors

To Our Clients:

We are enclosing herewith a Prospectus dated          , 2008 (the “Prospectus”) of Dr Pepper Snapple Group, Inc. and the related Letter of Transmittal (which together constitute the “Exchange Offer”) relating to the offer by Dr Pepper Snapple Group, Inc. to exchange $250,000,000 aggregate principal amount of unregistered 6.12% senior notes due 2013 for 6.12% senior notes due 2013 which have been registered under the Securities Act of 1933, as amended, $1,200,000,000 aggregate principal amount of unregistered 6.82% senior notes due 2018 for 6.82% senior notes due 2018 which have been registered under the Securities Act of 1933, as amended and $250,000,000 aggregate principal amount of unregistered 7.45% senior notes due 2038 for 7.45% senior notes due 2038 which have been registered under the Securities Act of 1933, as amended, upon the terms and subject to the conditions set forth in the Exchange Offer.

Please note that the Exchange Offer will expire at 5:00 p.m., New York City time, on          , 2008 unless the exchange offer is extended by Dr Pepper Snapple Group, Inc. in its sole discretion.

The Exchange Offer is not conditioned upon any minimum number of unregistered notes being tendered.

We are the holder of record of unregistered notes held by us for your account. A tender of such unregistered notes can be made only by us as the record holder and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender unregistered notes held by us for your account.

We request instructions as to whether you wish to tender any or all of the unregistered notes held by us for your account pursuant to the terms and conditions of the Exchange Offer. We also request that you confirm that we may make the representations contained in the Letter of Transmittal on your behalf.

Pursuant to the Letter of Transmittal, each holder of unregistered notes (a “Holder”) will represent to Dr Pepper Snapple Group, Inc. that:

•  the exchange notes acquired pursuant to the Exchange Offer are being acquired in the ordinary course of business of the person receiving the exchange notes, whether or not the person is the Holder;

•  neither the Holder nor any other recipient of the exchange notes (if different than the Holder) is engaged in, intends to engage in, or has any arrangement or understanding with any person to participate in, the distribution of the unregistered notes or exchange notes;

•  neither the Holder nor any other recipient is an “affiliate” of Dr Pepper Snapple Group, Inc. as defined in Rule 405 promulgated under the Securities Act or, if the Holder or such recipient is an affiliate, that the Holder or such recipient will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;

•  if the signatory is a broker-dealer, it has not entered into any arrangement or understanding with Dr Pepper Snapple Group, Inc. or any “affiliate” of Dr Pepper Snapple Group, Inc. as defined in Rule 405 promulgated under the Securities Act to distribute the exchange notes;

•  if the signatory is a broker-dealer, the signatory further represents and warrants that if it will receive exchange notes for its own account in exchange for unregistered notes that were acquired as a result of market-making activities or other trading activities, the signatory will deliver a prospectus meeting the requirements of the Securities Act (for which purposes, the delivery of the Prospectus, as the same may be hereafter supplemented or amended, shall be sufficient) in connection with any resale of exchange notes received in the Exchange Offer; and

•  the Holder is not acting on behalf of any person or entity that could not truthfully make these representations.

2

By acknowledging that you will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such exchange notes, you will not be deemed to admit that you are an “underwriter” within the meaning of the Securities Act.

Very truly yours,

DR PEPPER SNAPPLE GROUP, INC.

3

EX-99.4

Exhibit 99.4

Dr Pepper Snapple Group, Inc.

EXCHANGE OFFER IN RESPECT OF

all outstanding unregistered 6.12% Senior Notes due 2013

($250,000,000 aggregate principal amount)

for

6.12% Senior Notes due 2013

that have been registered under the Securities Act of 1933

and

all outstanding unregistered 6.82% Senior Notes due 2018

($1,200,000,000 aggregate principal amount)

for

6.82% Senior Notes due 2018

that have been registered under the Securities Act of 1933

and

all outstanding unregistered 7.45% Senior Notes due 2038

($250,000,000 aggregate principal amount)

for

7.45% Senior Notes due 2038

that have been registered under the Securities Act of 1933

Fully and unconditionally guaranteed as to payment of principal

and interest by the Subsidiary Guarantors

To Registered Holders:

We are enclosing herewith the material listed below relating to the offer (the “Exchange Offer”) by Dr Pepper Snapple Group, Inc. to exchange $250,000,000 aggregate principal amount of unregistered 6.12% senior notes due 2013 for 6.12% senior notes due 2013 which have been registered under the Securities Act of 1933, as amended, $1,200,000,000 unregistered 6.82% senior notes due 2018 for 6.82% senior notes due 2018 which have been registered under the Securities Act of 1933, as amended and $250,000,000 aggregate principal amount of unregistered 7.45% senior notes due 2038 for 7.45% senior notes due 2038 which have been registered under the Securities Act of 1933, as amended, upon the terms and subject to the conditions set forth in the Prospectus dated          , 2008 (the “Prospectus”) and the related Letter of Transmittal.

Enclosed herewith are copies of the following documents:

1. The Prospectus;

2. Letter of Transmittal, including Guidelines for Certification of Taxpayer Identification;

3. Instruction to Registered Holder from Beneficial Owner; and

4. Letter to Clients which may be sent to your clients for whose account you hold unregistered notes in your name or in the name of your nominee, which shall accompany the Instruction to Registered Holder from Beneficial Owner for obtaining such client’s instruction with regard to the Exchange Offer.

We urge you to contact your clients promptly. Please note that the Exchange Offer will expire at 5:00 p.m., New York City time, on          , 2008 unless the exchange offer is extended by Dr Pepper Snapple Group, Inc. in its sole discretion.

The Exchange Offer is not conditioned upon any minimum number of unregistered notes being tendered.

Pursuant to the Letter of Transmittal, each holder of unregistered notes (a “Holder”) will represent to Dr Pepper Snapple Group, Inc. that:

•  the exchange notes acquired pursuant to the Exchange Offer are being acquired in the ordinary course of business of the person receiving the exchange notes, whether or not the person is the Holder;

•  neither the Holder nor any other recipient of the exchange notes (if different than the Holder) is engaged in, intends to engage in, or has any arrangement or understanding with any person to participate in, the distribution of the unregistered notes or exchange notes;

•  neither the Holder nor any other recipient is an “affiliate” of Dr Pepper Snapple Group, Inc. as defined in Rule 405 promulgated under the Securities Act or, if the Holder or such recipient is an affiliate, that the Holder or such recipient will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;

•  if the signatory is a broker-dealer, it has not entered into any arrangement or understanding with Dr Pepper Snapple Group, Inc. or any “affiliate” of Dr Pepper Snapple Group, Inc. as defined in Rule 405 promulgated under the Securities Act to distribute the exchange notes;

•  if the signatory is a broker-dealer, the signatory further represents and warrants that if it will receive exchange notes for its own account in exchange for unregistered notes that were acquired as a result of market-making activities or other trading activities, the signatory will deliver a prospectus meeting the requirements of the Securities Act (for which purposes, the delivery of the Prospectus, as the same may be hereafter supplemented or amended, shall be sufficient) in connection with any resale of exchange notes received in the Exchange Offer; and

•  the Holder is not acting on behalf of any person or entity that could not truthfully make these representations.

By acknowledging that you will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such exchange notes, you will not be deemed to admit that you are an “underwriter” within the meaning of the Securities Act.

2

The enclosed Instruction to Registered Holders from Beneficial Owner contains an authorization by the beneficial owners of the unregistered notes for you to make the foregoing representations.

Dr Pepper Snapple Group, Inc. will not pay any fee or commission to any broker or dealer or to any other person other than the exchange agent for the Exchange Offer. Dr Pepper Snapple Group, Inc. will pay all transfer taxes, if any, applicable to the exchange of unregistered notes pursuant to the Exchange Offer, except as otherwise provided in the Prospectus under the caption “The Exchange Offer — Fees and Expenses.”

Any inquiries you may have with respect to the Exchange Offer may be addressed to, and additional copies of the enclosed materials may be obtained from, the Exchange Agent, Wells Fargo Bank, N.A., in the manner set forth below.

Exchange Agent:

By Hand, by Mail or by Overnight Carrier:

Wells Fargo Bank, N.A.

Corporate Trust Services

45 Broadway — 14th Floor

New York, New York 10006

By Facsimile (for Eligible Institutions Only):

(212) 515-1589

For Information or Confirmation by Telephone:

(212) 515-5260

Very truly yours,

DR PEPPER SNAPPLE GROUP, INC.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF DR PEPPER SNAPPLE GROUP, INC. OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF DR PEPPER SNAPPLE GROUP, INC. OR THE EXCHANGE AGENT IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED HEREIN.

3

EX-99.5

Exhibit 99.5

Dr Pepper Snapple Group, Inc.

INSTRUCTION TO REGISTERED HOLDER FROM BENEFICIAL OWNER OF

all outstanding unregistered 6.12% Senior Notes due 2013

($250,000,000 aggregate principal amount)

for

6.12% Senior Notes due 2013

that have been registered under the Securities Act of 1933

and

all outstanding unregistered 6.82% Senior Notes due 2018

($1,200,000,000 aggregate principal amount)

for

6.82% Senior Notes due 2018

that have been registered under the Securities Act of 1933

and

all outstanding unregistered 7.45% Senior Notes due 2038

($250,000,000 aggregate principal amount)

for

7.45% Senior Notes due 2038

that have been registered under the Securities Act of 1933

Fully and unconditionally guaranteed as to payment of principal

and interest by the Subsidiary Guarantors

To Registered Holder:

The undersigned hereby acknowledges receipt of the Prospectus dated          , 2008 (the “Prospectus”) of Dr Pepper Snapple Group, Inc. and the related Letter of Transmittal, that together constitute the offer of Dr Pepper Snapple Group, Inc. (the “Exchange Offer”) to exchange $250,000,000 aggregate principal amount of unregistered 6.12% senior notes due 2013 for 6.12% senior notes due 2013 which have been registered under the Securities Act of 1933, as amended, $1,200,000,000 unregistered 6.82% senior notes due 2018 for 6.82% senior notes due 2018 which have been registered under the Securities Act of 1933, as amended and $250,000,000 aggregate principal amount of unregistered 7.45% senior notes due 2038 for 7.45% senior notes due 2038 which have been registered under the Securities Act of 1933, as amended. Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus.

This will instruct you, the registered holder, as to the action to be taken by you relating to the Exchange Offer with respect to the unregistered notes held by you for the account of the undersigned.

The aggregate face amount of the unregistered notes held by you for the account of the undersigned is (fill in amount):

o $     of 6.12% senior notes due 2013.

o $     of 6.82% senior notes due 2018.

o $     of 7.45% senior notes due 2038.

With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

o	To TENDER the following unregistered notes held by you for the account of the undersigned (insert principal amount of unregistered notes to be tendered (if any)):
	$     of 6.12% senior notes due 2013.
	$     of 6.82% senior notes due 2018.
	$     of 7.45% senior notes due 2038.
o	NOT to TENDER any unregistered notes held by you for the account of the undersigned.

If the undersigned instructs you to tender unregistered notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations, that:

•  the exchange notes acquired pursuant to the Exchange Offer are being acquired in the ordinary course of business of the person receiving the exchange notes, whether or not the person is the undersigned;

•  neither the undersigned nor any other recipient of the exchange notes (if different than the undersigned) is engaged in, intends to engage in, or has any arrangement or understanding with any person to participate in, the distribution of the unregistered notes or exchange notes;

•  neither the undersigned nor any other recipient is an “affiliate” of Dr Pepper Snapple Group, Inc. as defined in Rule 405 promulgated under the Securities Act or, if the undersigned or such recipient is an affiliate, that the undersigned or such recipient will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;

•  if the undersigned is a broker-dealer, it has not entered into any arrangement or understanding with Dr Pepper Snapple Group, Inc. or any “affiliate” of Dr Pepper Snapple Group, Inc. as defined in Rule 405 promulgated under the Securities Act to distribute the exchange notes;

•  if the undersigned is a broker-dealer, the undersigned further represents and warrants that if the undersigned broker-dealer will receive exchange notes for its own account in exchange for unregistered notes that were acquired as a result of market-making activities or other trading activities, the undersigned will deliver a prospectus meeting the requirements of the Securities Act (for which purposes, the delivery of the Prospectus, as the same may be hereafter supplemented or amended, shall be sufficient) in connection with any resale of exchange notes received in the Exchange Offer; and

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•  the undersigned is not acting on behalf of any person or entity that could not truthfully make these representations.

By acknowledging that you will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such exchange notes, you will not be deemed to admit that you are an “underwriter” within the meaning of the Securities Act.

SIGN HERE

Name of beneficial owner(s) (please print): 

Signature(s): 

Address: 

Telephone Number: 

Taxpayer Identification or Social Security Number: 

Date: 

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