LIMITED LIABILITY PARTNERSHIP AGREEMENT OF MOTT'S LLP

Exhibit 3.104

LIMITED LIABILITY PARTNERSHIP AGREEMENT

OF

MOTT’S LLP

Dated as of December 28, 2003

TABLE OF CONTENTS

TABLE OF CONTENTS
(continued)

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.

          (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, resignati