AGREEMENT OF MERGER

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: