exhibit3.htm

-CONSTITUTION of June 13, 2007, following act received by Master Paul DECKER, notary of residence in Luxembourg-Eich, published in the Memorial C. Collection of the Companies and Associations, number 2341 of October 18, 2007,

-MODIFICATION of April 8, 2008, following act received by Master Paul DECKER, notary of residence in Luxembourg-Eich, published in the Memorial C. Collection of the Companies and Associations, number __________ du

There is hereby established among the subscribers and all those who may become owners of the shares hereafter created a company (the "Company") in the form of a partnership limited by shares ("société en commandite par actions") which will be governed by the laws of the Grand Duchy of Luxembourg (the “Law”) and by the present articles of association (the "Articles of Association").

In the event that in the view of the Manager extraordinary political, economic or social developments occur or are imminent that would interfere with the normal activities of the Company at its registered office or with the ease of communications with such office or between such office and persons abroad, it may temporarily transfer the registered office abroad, until the complete cessation of these abnormal circumstances. Such temporary measures will have no effect on the nationality of the Company, which, notwithstanding the temporary transfer of the registered office, will remain a company governed by the laws of the Grand Duchy of Luxembourg. Such temporary measures will be taken and notified to any interested parties by one of the bodies or persons entrusted with the daily management of the Company.

The objects of the Company are the direct and/or indirect financing of the companies and/or entities in which it holds a participation or which are members of its group; the acquisition by purchase, subscription or in any other manner as well as the transfer by sale, exchange or otherwise of stock, bonds, debentures, notes or other securities of any kind of instrument and contracts thereon or relative thereto; and the ownership, administration, development and management of its portfolio holdings.

- in order to raise funds which it needs to carry out its activity within the frame of its object take up loans in any form whatsoever, accept any deposit from companies or entities in which it holds a participation or which are part of its group, and to issue debt instruments in any form whatsoever;

- acquire by way of subscription, purchase, exchange or in any other manner any stock, shares and other participation, securities, bonds, debentures, certificates of deposit and other debt instruments and more generally any securities and financial instruments representing ownership rights, claims or transferable securities issued by any public or private issuer whatsoever;

- grant any direct and/or indirect financial assistance whatsoever to the companies and/or enterprises in which it holds a participation or which are members of its group, in particular by granting loans, facilities, security interests over its assets or guarantees in any form and for any term whatsoever and provide them any advice and assistance in any form whatsoever; and

The Company may generally undertake transactions of any kind which would serve the objects of the Company directly or indirectly. The Company may also set up branches or subsidiaries and wholly or partly transfer its business to such branches or affiliates.

The Company is formed for an unlimited duration. The Company may at any time be dissolved by a resolution of the shareholders voting with the quorum and majority rules set by these Articles of Association or, as the case may be, by the law for any amendment of these Articles of Association.

The issued capital of the Company is set at thirty-one euro (EUR 31,000.-) divided into ten thousand (10,000) Class A shares (the “Class A Shares”), which shall be held by the Limited Partner and twenty-one thousand (21,000) Class B shares (the “Class B Shares”), which shall be held by the Unlimited Partner in representation of its unlimited partnership interest in the Company, having a nominal value of one Euro (EUR 1.-) each, all of which are fully paid up.

The rights and obligations attached to the shares of each class, as defined in the Articles of Association, shall be identical except to the extend otherwise provided by the law or by the Articles of Association.

In addition to the corporate capital, there may be set up a premium account into which any premium paid on any share in addition to its par value is transferred. The amount of the premium account may be used to provide for the payment of any shares which the Company may redeem from its shareholders, to offset any net realised losses, to make distributions to the shareholders or to allocate funds to the legal reserve.

The Class A Shares and Class B Share will be in the form of registered shares. A shareholders' register, kept at the registered office of the Company, will contain the precise designation of each shareholder and the indication of the number and of the class of shares held, the indication of the payments made on the shares as well as the transfers of shares and the dates thereof.

Each shareholder will notify in writing the Company of its address and any change thereof. The Company will be entitled to rely on the last address thus communicated.

Any transfer of shares will be registered in the shareholders register, either in accordance with the rules on the transfer of claims laid down in article 1690 of the Luxembourg Civil Code or by a declaration of transfer entered into the shareholders' register, dated and signed by the transferor and the transferee or by their representative(s). Furthermore, the Company may accept and enter into the shareholders' register any transfer referred to in any correspondence or other document showing the consent of the transferor and the transferee.

Certificates reflecting the recordings in the shareholders register will be delivered to the shareholders upon their written request. The Company may issue multiple share certificates.

The issued and/or authorized capital of the Company may be increased or reduced one or several times by a resolution of the shareholders voting with the quorum and majority rules set by these Articles of Association or, as the case may be, by the law for any amendment of these Articles of Association.

The new shares to be subscribed for by contribution in cash will be offered by preference to the existing shareholders in proportion to the part of the capital which those shareholders are holding. The Manager shall determine the period within which the preferred subscription right shall be exercised. This period may not be less than thirty (30) days.

Notwithstanding the above, the general meeting, voting with the quorum and majority rules required for any amendment of the Articles of Association, may limit or withdraw the preferential subscription right or authorise the Manager to do so.

The Company shall be managed by Bottling Holdings (Luxembourg) Sàrl. (the "Manager"), in its capacity as sole Unlimited Partner and holder of all Class B Shares of the Company. The Manager may be removed and must then be immediately replaced by a resolution of the shareholders voting with a majority of the shares then in issue, but without a veto right of the Manager in its capacity as Unlimited Partner of the Company.

The Manager is vested with the broadest powers to perform all acts necessary or useful for accomplishing the Company's object. All powers not expressly reserved by law or by the Articles of Association to the general meeting of shareholders or to the Supervisory Board are in the competence of the Manager.

The Manager shall be reimbursed for all other expenses whatsoever incurred by the Manager in relation with the management of the Company or the pursuit of the Company’s corporate objects.

The shareholders other than the Manager shall refrain from acting on behalf of the Company in any manner or capacity whatsoever other than exercising their rights as shareholders in general meetings or otherwise, and, consequently, they shall only be liable for payment to the Company up to the nominal value of each share in the Company owned by them.

The Manager may delegate the daily management of the Company and the representation of the Company within such daily management to one or more of its officers or employees or to other persons or delegate special powers or proxies, or entrust determined permanent or temporary functions to persons or agents chosen by it.

The Company will be bound towards third parties by the sole signature of the Manager, acting through one or more duly authorised signatories, such as designated by the Manager at its sole discretion.

The Company will be also bound towards third parties by the single signature of each of the persons to whom the daily management of the Company has been delegated, within such daily management, or by the joint signatures or single signature of any persons to whom such signatory power has been delegated by the Manager, within the limits of such power.

In case of dissolution or legal incapacity of the Manager or where for any other reason it is impossible for the Manager to act, the Company will not be dissolved.

In that event the Supervisory Board shall designate one or more administrators, who need not be shareholders, until such time as the general meeting of shareholders shall convene for purposes of appointing a new Manager.

Within fifteen (15) days of their appointment, the administrator(s) shall convene the general meeting of shareholders in the way provided for by the Articles of Association.

The administrators' duties consist in performing urgent acts and acts of ordinary administration until such time as the general meeting of shareholders shall convene.

The business of the Company and its financial situation, including more in particular its books and accounts, shall be reviewed by a Supervisory Board composed of not less than three (3) members, who need not be shareholders.

The members of the Supervisory Board will be elected by the shareholders, who will determine their number, for a period not exceeding six (6) years, and they will hold office until their successors are elected. They are re-eligible and they may be removed at any time, with or without cause, by a resolution adopted by the shareholders.

In the event of the total number of members of the Supervisory Board falling below one half (1/2), the Manager shall forthwith convene a shareholders' meeting in order to fill such vacancies.

If one or more members of the Supervisory Board are temporarily prevented from attending meetings of the said Supervisory Board, the remaining members may appoint a person chosen from within the shareholders to provisionally replace them until they are able to resume their functions.

The Supervisory Board will appoint from among its members a chairman (the "Chairman"). It may also appoint a secretary, who need not be a member of the Supervisory Board, who will be responsible for keeping the minutes of the meetings of the Supervisory Board (the "Secretary").

The Chairman will preside at all meetings of the Supervisory Board, except that in his absence the Supervisory Board may appoint another member of the Supervisory Board as chairman pro tempore by vote of the majority present at such meeting.

Except in cases of urgency or with the prior consent of all those entitled to attend, at least one (1) week's notice of Supervisory Board meetings shall be given in writing, by fax or by telegram. Any such notice shall specify the time and place of the meeting as well as the agenda and the nature of the business to be transacted. The notice may be waived by the consent in writing, by fax or by telegram of each member of the Supervisory Board. No separate notice is required for meetings held at times and places specified in a schedule previously adopted by resolution of the Supervisory Board.

Every Supervisory Board meeting shall be held in Luxembourg or such other place as the Supervisory Board may from time to time determine. Any member of the Supervisory Board may act at any meeting of the Supervisory Board by appointing another member of the Supervisory Board as his proxy.

A quorum of the Supervisory Board shall be the presence or the representation of a majority of the members of the Supervisory Board holding office. Decisions will be taken by a majority of the votes of the members of the Supervisory Board present or represented at such meeting.

One or more members of the Supervisory Board may participate in a meeting by means of a conference call or by any similar means of communication enabling thus several persons participating therein to simultaneously communicate with each other. Such participation shall be deemed equal to a physical presence at the meeting.

In case of urgency, a written decision, signed by all the members of the Supervisory Board, is proper and valid as though it had been adopted at a meeting of the Supervisory Board which was duly convened and held. Such a decision can be documented in a single document or in several separate documents having the same content and each of them signed by one or several members of the Supervisory Board.

Copies or extracts of such minutes which may be produced in judicial proceedings or otherwise will be signed by the Chairman and by the Secretary (if any) or by any two (2) members of the Supervisory Board.

It shall neither carry out nor ratify acts which involve the Company vis-à-vis third parties nor resolve to amend these Articles of Association without the Manager's consent. For instance, it shall neither dismiss the Manager nor appoint another manager unless the Manager consents thereto.

The annual general meeting of the shareholders will be held at the registered office of the Company or at such other place as may be specified in the notice convening the meeting, on the 1^st day of June at 11 am.

The Manager or the Supervisory Board may convene other general meetings. Such meetings must be convened if shareholders representing at least one tenth (1/10) of the Company's capital so require.

Shareholders' meetings, including the annual general meeting, may be held abroad if, in the judgement of the Manager, which is final, circumstances of force majeure so require.

Shareholders will meet upon call by the Manager or the Supervisory Board made in compliance with Luxembourg law. The notice sent to the shareholders in accordance with the law will specify the time and place of the meeting as well as the agenda and the nature of the business to be transacted.

If all the shareholders are present or represented at a shareholders' meeting and if they state that they have been informed of the agenda of the meeting, the meeting may be held without prior notice.

A shareholder may act at any general meeting of shareholders by appointing in writing (letter or fax) as his proxy another person who need not be a shareholder himself. The Manager may determine any other conditions that must be fulfilled in order to take part in a shareholders' meeting.

Any company or other legal entity being a shareholder may execute a form of proxy under the hand of a duly authorised officer, or may authorise in writing, by fax or by telegram such person as it thinks fit to act as its representative at any general meeting, subject to the production of such evidence of authority as the Manager may require.

The Manager may determine the form of proxy and may request that the proxies be deposited at the place indicated by the Manager at least five (5) days prior to the date set for the meeting. The Manager may determine any other conditions that must be fulfilled in order to take part in a shareholders' meeting.

The co-proprietors, the usufructuaries and bare-owners of shares, the creditors and debtors of pledged shares must appoint one sole person to represent them at the general meeting.

The Manager may forthwith adjourn any general meeting by four (4) weeks. He must adjourn it if so required by shareholders representing at least one fifth (1/5) of the Company's capital.

The adjourned general meeting has the same agenda as the first one. Shares and proxies regularly deposited in view of the first meeting remain validly deposited for the second one.

An attendance list indicating the name of the shareholders and the number of shares for which they vote is signed by each one of them or by their proxy prior to the opening of the proceedings.

At any general meeting other than an extraordinary general meeting convened for the purpose of amending the Company's articles or voting on resolutions whose adoption is subject to the quorum and majority requirements of an amendment to the Articles of Association, resolutions shall be adopted, irrespective of the number of shares represented, by a simple majority of votes cast. Save as otherwise stated herein, no resolution may be adopted without the consent of the Manager.

At any extraordinary general meeting convened in accordance with the law for amending the Company's Articles of Association or voting on resolutions whose adoption is subject to the quorum and majority requirements of an amendment to the Articles of Association, the quorum shall be at least one half (1/2) of all the shares issued and outstanding. If the said quorum is not present, a second meeting may be convened at which there shall be no quorum requirement. In order for the proposed amendment to be adopted, and save as otherwise provided by Law, a two-third (2/3) majority of the votes of the shareholders present or represented is required at any such general meeting. Save as otherwise stated herein, no resolution may be adopted without the consent of the Manager.

From the annual net profits of the Company at least five per cent (5%) shall each year be allocated to the reserve required by law (the "Legal Reserve"). That allocation to the Legal Reserve will cease to be required as soon and as long as such Legal Reserve amounts to ten per cent (10%) of the subscribed capital of the Company (the "Legal Reserve Amount"). After the allocations to the Legal Reserve, the general meeting of shareholders shall determine how the remainder of the annual net profits, will be disposed of.

Subject to the conditions fixed by law and in compliance with the foregoing provisions, the Manager may pay out an advance payment on dividends to the holders of Class A Shares and the holders of Class B Shares. The Manager fixes the amount and the date of payment of any such advance payment.

The Company may be dissolved prior to the term provided in article 4 hereof by a decision of the general meeting of shareholders voting with a majority of two thirds (2/3) of the shares then in issue, unless otherwise provided by law.

Should the Company be dissolved, the liquidation will be carried out by the Manager or such other person (who may be physical persons or legal entities) proposed by the Manager and appointed by a general meeting of shareholders who will determine their powers and their compensation.

After payment of all debts of and charges against the Company and of the expenses of the liquidation, the net liquidation proceeds shall be distributed to the holders of Class A Shares and the holders of the Class B Shares in conformity with the Law and these Articles of Association.