EX-4.1



 Exhibit 4.1 

THIRD SUPPLEMENTAL INDENTURE 

DATED AS OF JUNE 25, 2015 

to 
 INDENTURE 

dated as of June 24, 2014 

among 
 COTT BEVERAGES
INC., 
 as Issuer 

THE GUARANTORS NAMED THEREIN 

as Guarantors 
 and

 WELLS FARGO BANK, NATIONAL ASSOCIATION 

as Trustee 







 THIS THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of
June 25, 2015, is by and among Cott Beverages Inc., a Georgia corporation (the “Issuer”), Cott Corporation, a Canadian corporation (the “Company”), the other Guarantors (as defined in the Indenture referred to herein) and
Wells Fargo Bank, National Association, a national banking association, as trustee under the Indenture referred to below (the “Trustee”). 

W I T N E S S E T H 

WHEREAS, the Issuer, the Company and the other Guarantors have heretofore executed and delivered to the Trustee an indenture (as amended,
restated, supplemented or otherwise modified through the date hereof, the “Indenture”), dated as of June 24, 2014, providing for the issuance of 5.375% Senior Notes due 2022 (the “Notes”); 

WHEREAS, pursuant to Sections 9.1(5) and 9.5 of the Indenture, the Issuer, the Company, the other Guarantors and the Trustee may
(i) amend or supplement any Note Documents to make any change that does not adversely affect the rights of any Holder in any material respect without the consent of the Holders and (ii) execute and deliver this Supplemental Indenture
without the consent of Holders; and 
 WHEREAS, the Issuer currently intends to take the position that this Supplemental Indenture has not
resulted in a material modification of the Notes for purposes of Sections 1471 through 1474 of the Code (“FATCA”). For the avoidance of doubt, the Issuer shall give the Trustee prompt written notice if it concludes that any material
modification of the Notes has been deemed to occur for FATCA purposes. The Trustee shall assume that no material modification for FATCA purposes has occurred regarding the Notes, unless the Trustee receives written notice of such modification from
the Issuer; 
 NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the Issuer, the Company, the other Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 

2. AMENDMENT TO SECTION 10.2(b) OF THE INDENTURE. The Indenture is hereby amended by deleting Section 10.2(b) in its entirety and
replacing it with the following: 
 “(b) Any Guarantee of a Guarantor shall terminate upon: 

(1) (A) a sale or other disposition (including by way of consolidation or merger) of the Capital Stock of such Guarantor
(after which such Guarantor is no longer a Restricted Subsidiary) or (B) the sale or disposition of all or substantially all the assets of the Guarantor (other than to the Company or a Restricted Subsidiary) otherwise permitted by this
Indenture; 
 (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the
occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; 

  
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 (3) defeasance or discharge of the Notes pursuant to
Article VIII or Article XI; 
 (4) to the extent that such Guarantor is not an Immaterial
Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of the guarantee referred to in such clause; or 

(5) to the extent such Guarantor is also a guarantor or borrower under the Credit Agreement and, at the time of release of its
Guarantee, (x) has been released from its guarantee of, and all pledges and security, if any, granted in connection with the Credit Agreement, (y) does not Guarantee any Indebtedness of the Company or any of the other Guarantors, and
(z) there is no Indebtedness outstanding that was Incurred by such Guarantor under Section 3.2(a) in its status as a Guarantor; 

provided, however, that the Guarantee of the Company may only be released under this Section 10.2(b) pursuant to
clause (b)(3) immediately above.” 
 3. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator, stockholder,
partner or member of the Issuer, the Company or any other Guarantor, as such, will have any liability for any obligations of the Issuer, the Company or the other Guarantors under the Notes, the Indenture, this Supplemental Indenture, the Note
Guarantees or for any claim based on, in respect of, or by reason of, such obligations or there creation. Each Holder of Notes accepting a Note waivers and releases all such liability. The waiver and release are part of the consideration for
issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws. 
 4. NEW YORK LAW TO GOVERN.
THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION
WOULD BE REQUIRED THEREBY. 
 5. COUNTERPARTS. The parties 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. 
 6. EFFECT OF HEADINGS. The Section headings herein are for
convenience only and shall not affect the construction hereof. 
 7. THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer, the Company and the other Guarantors. 

  
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 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:		 /s/ Jerry Fowden

	Name:		Jerry Fowden
	Title:		Chief Executive Officer
	
	156775 CANADA INC.
	2011438 ONTARIO LIMITED
	804340 ONTARIO LIMITED
	967979 ONTARIO LIMITED
	COTT CORPORATION
	COTT HOLDINGS INC.
	COTT VENDING INC.
	INTERIM BCB, LLC,
	as Guarantors
		
	By:		 /s/ Jerry Fowden

	Name:		Jerry Fowden
	Title:		Chief Executive Officer









 
			
	AIMIA FOODS EBT COMPANY LIMITED
	AIMIA FOODS GROUP LIMITED
	AIMIA FOODS HOLDINGS LIMITED
	AIMIA FOODS LIMITED
	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
	STOCKPACK LIMITED
	TT CALCO LIMITED,
	as Guarantors
		
	By:		 /s/ Jason Ausher

	Name:		Jason Ausher
	Title:		Director
	
	DS SERVICES OF AMERICA, INC.
	DS SERVICES HOLDINGS, INC.
	DSS GROUP, INC.
	DS CUSTOMER CARE, LLC,
	as Guarantors
		
	By:		 /s/ Jason Ausher

	Name:		Jason Ausher
	Title:		Treasurer



  
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	CAROLINE LLC
	CLIFFSTAR LLC
	COTT ACQUISITION LLC
	COTT U.S. ACQUISITION LLC
	STAR REAL PROPERTY LLC,
	as Guarantors
		
	By:	 	 /s/ Marni Morgan Poe

	Name:	 	Marni Morgan Poe
	Title:	 	Vice President
	
	COTT INVESTMENT, L.L.C.,
	as a Guarantor
		
	By:	 	 /s/ Marni Morgan Poe

	Name:	 	Marni Morgan Poe
	Title:	 	Secretary



  
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	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:	 	 /s/ Gregory Leiter

	Name:	 	Gregory Leiter
	Title:	 	Director



  
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	COTT USA FINANCE LLC.
	as a Guarantor
		
	By:	 	 /s/ Ceaser Gonzalez

	Name:	 	Ceaser Gonzalez
	Title:	 	Director Manager



  
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	COTT LUXEMBOURG S.A.R.L.
	as a Guarantor
		
	By:		 /s/ Jeremy Hoyle

	Name:		Jeremy Hoyle
	Title:		Class A Manager



  
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	COTT ACQUISITION LIMITED
	COTT UK ACQUISITION LIMITED,
	as Guarantors
		
	By:		 /s/ Jay Wells

	Name:		Jay Wells
	Title:		Director



  
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	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	as Trustee
		
	By:		 /s/ Maddy Hughes

	 Name: Maddy Hughes
 Title:
  Vice President




  
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