Supplemental Indenture



 Exhibit 4.12 

SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of January 13, 2016, by and among Cott Beverages Luxembourg
S.á r.l., a société à responsabilité limitée incorporated under the laws of Luxembourg, as a Guarantor (the “Guaranteeing Subsidiary”), Cott Beverages Inc., a Georgia corporation (the
“Issuer”), the other Guarantors (as defined in the Indenture referred to herein), Wells Fargo Bank, National Association, as Trustee under the Indenture referred to below, Paying Agent, Registrar, Transfer Agent and Authenticating
Agent (the “Agent”). 
 W IT N E S S E T H: 

WHEREAS, the Issuer, each of the Guarantors, the Trustee and the Agent have heretofore executed and delivered an indenture dated as of
December 12, 2014 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of an aggregate principal amount of $625,000,000 of 6.75% Senior Notes due 2020 of the Issuer (the
“Notes”); 
 WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and
deliver to the Trustee a supplemental indenture to which the Guaranteeing Subsidiary shall unconditionally guarantee, on a joint and several basis with the other Guarantors, all of the Issuer’s Obligations under the Notes and the Indenture on
the terms and conditions set forth herein and under the Indenture (the “Guarantee”); 
 WHEREAS, this Supplemental
Indenture shall not result in a material modification of the Notes for purposes of compliance with the Foreign Accounts Tax Compliance Act; and 

WHEREAS, pursuant to Section 9.1 of the Indenture, the Issuer, any Guarantor, the Trustee and the Agent are authorized to execute and
deliver a supplemental indenture to add additional Guarantors, without the consent of any Holder; 
 NOW, THEREFORE, in consideration of the
foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary, the Issuer, the other Guarantors, the Trustee and the Agent mutually covenant and agree for the equal and ratable
benefit of the Holders of the Notes as follows: 
 ARTICLE I 

DEFINITIONS 
 SECTION 1.1.
Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recitals hereto are used herein as therein defined. The words “herein,” “hereof’” and “hereby” and
other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof. 







 ARTICLE II 

AGREEMENT TO BE BOUND; GUARANTEE 

SECTION 2.1. Agreement to be Bound. The Guaranteeing Subsidiary hereby becomes a party to the Indenture as a Guarantor and as such will
have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture. 
 SECTION 2.2.
Guarantee. The Guaranteeing Subsidiary agrees, on a joint and several basis with all the existing Guarantors, to fully, unconditionally and irrevocably Guarantee to each Holder of the Notes and the Trustee and the Agent the Guaranteed
Obligations pursuant to Article X of the Indenture on a senior basis. 
 ARTICLE III 

MISCELLANEOUS 
 SECTION 3.1.
Notices. All notices and other communications to the Guarantor shall be given as provided in the Indenture to the Guarantor, at its address set forth below, with a copy to the Issuer as provided in the Indenture for notices to the Issuer.

 595, rue de Neudorf 
 L-2220
Luxembourg 
 Grand-Duchy of Luxembourg 

SECTION 3.2. Merger and Consolidation. The Guaranteeing Subsidiary shall not sell or otherwise dispose of all or substantially all
of its assets to, or consolidate with or merge with or into another Person (other than the Company, the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction) except in accordance with
Section 4.1(f) of the Indenture. 
 SECTION 3.3. Release of
Guarantee. This Guarantee shall only be released in accordance with Section 10.2 of the Indenture. 

SECTION 3.4. Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation,
other than the Holders, the Trustee and the Agent, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained. 

SECTION 3.5. Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State
of New York. 
 SECTION 3.6. Severability. In case any provision in this Supplemental Indenture shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or
unenforceability. 
 SECTION 3.7. Benefits Acknowledged. The Guaranteeing Subsidiary’s Guarantee is subject to the terms
and conditions set forth in the Indenture. The Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the
guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits. 







 SECTION 3.8. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except
as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall not be used to, and is not intended
to, interpret any other indenture (other than the Indenture), supplemental indenture, loan or credit agreement of the Issuer, the Guarantors or any of the Company’s Subsidiaries. Any such indenture, supplemental indenture, loan or credit
agreement may not be used to interpret this Supplemental Indenture. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

 SECTION 3.9. The Trustee and the Agent. Each of the Trustee and the Agent makes no representation or warranty as to the validity
or sufficiency of this Supplemental Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto. 

SECTION 3.10. Counterparts. The parties hereto may sign any number of copies of this Supplemental Indenture. Each signed copy shall be
an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental
Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

 SECTION 3.11. Execution and Delivery. The Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect
notwithstanding any failure to endorse on each Note a notation of any such Guarantee. 
 SECTION 3.12. Headings. The headings of the
Articles and the Sections in this Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof. 







 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date first above written. 
  

			
	COTT BEVERAGES INC.
		
	By:	 	




	Name:	 	Shane Perkey
	Title:	 	Treasurer



  
 [Signature Page to
Supplemental Indenture- 2020] 









			
	156775 CANADA INC.
	2011438 ONTARIO LIMITED
	804340 ONTARIO LIMITED
	967979 ONTARIO LIMITED
	CAROLINE LLC
	CLIFFSTAR LLC
	COTT CORPORATION
	COTT HOLDINGS INC.
	COTT VENDING INC.
	INTERIM BCB, LLC
	DS SERVICES OF AMERICA, INC.
	DS CUSTOMER CARE, LLC,
	as Guarantors
		
	By	 	




	Name:	 	Shane Perkey
	Title:	 	Treasurer
	
	CALYPSO SOFT DRINKS LIMITED
	COOKE BROS HOLDINGS LIMITED
	COOKE BROS. (TATTENHALL). LIMITED
	COTT DEVELOPMENTS LIMITED
	COTT VENTURES LIMITED
	COTT VENTURES UK LIMITED
	MR FREEZE (EUROPE) LIMITED
	TT CALCO LIMITED,
	as Guarantors
		
	By	 	




	Name:	 	Shane Perkey
	Title:	 	Treasurer



  
 [Signature Page to
Supplemental Indenture- 2020] 









			
	 COTT (NELSON) LIMITED

	COTT BEVERAGES LIMITED
	COTT EUROPE TRADING LIMITED
	COTT LIMITED
	COTT NELSON (HOLDINGS) LIMITED
	COTT PRIVATE LABEL LIMITED
	COTT RETAIL BRANDS LIMITED,
	as Guarantors
		
	By	 	




	Name:	 	Jason Ausher
	Title:	 	Director



  
 [Signature Page to
Supplemental Indenture- 2020] 









			
	 COTT LUXEMBOURG S.Á R.L.,

as a Guarantor

		
	By	 	




	Name:	 	Joanne Lloyd-Davies
	Title:	 	Class A Manager
		
	By	 	  

	Name:	 	Christophe Fender
	Title:	 	Class B Manager
	
	 COTT UK ACQUISITION LIMITED,

as a Guarantor

		
	B.y	 	




	Name:	 	Joanne Lloyd-Davies
	Title:	 	Director



  
 [Signature Page to
Supplemental Indenture- 2020] 








 
			
	 COTT LUXEMBOURG S.Á R.L.,

as a Guarantor

		
	By	 	  

	Name:	 	Joanne Lloyd-Davies
	Title:	 	Class A Manager
		
	By	 	




	Name:	 	Christophe Fender
	Title:	 	Class B Manager
	
	 COTT UK ACQUISITION LIMITED,

as a Guarantor

		
	By	 	  

	Name:	 	Joanne Lloyd-Davies
	Title:	 	Director



  
 [Signature Page to
Supplemental Indenture- 2020] 








 
			
	AIMIA FOODS EBT COMPANY LIMITED
	AIMIA FOODS GROUP LIMITED
	AIMIA FOODS HOLDINGS LIMITED
	AIMIA FOODS LIMITED
	STOCKPACK LIMITED.
	as Guarantors
		
	By	 	




	Name:	 	Shane Perkey
	Title:	 	Treasurer



  
 [Signature Page to
Supplemental Indenture- 2020] 








 
			
	 COTT BEVERAGES LUXEMBOURG S.Á R.L.,

as the Guaranteeing Subsidiary

		
	By	 	




	Name:	 	Joanne Lloyd-Davies
	Title:	 	Class A Manager
		
	By	 	  

	Name:	 	Christophe Fender
	Title:	 	Class B Manager



  
 [Signature Page to
Supplemental Indenture- 2020] 








 
			
	 COTT BEVERAGES LUXEMBOURG S.Á R.L.,

as the Guaranteeing Subsidiary

		
	By	 	  

	Name:	 	Joanne Lloyd-Davies
	Title:	 	Class A Manager
		
	By	 	




	Name:	 	Christophe Fender
	Title:	 	Class B Manager



  
 [Signature Page to
Supplemental Indenture- 2020] 








 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	as Trustee
		
	By:	 	




	Name:	 	Raymond Delli Colli
	Title:	 	Vice President



  
 [Signature Page to
Supplemental Indenture- 2020]