Supplemental Indenture



 EXHIBIT 4.4 
 SUPPLEMENTAL INDENTURE 
 THIS SUPPLEMENTAL
INDENTURE (this “Supplemental Indenture”), dated as of November 13, 2009 is made by and among Cott Beverages Inc., a Georgia corporation (the “Company”), the guarantors signatory hereto (the
“Guarantors”) and HSBC Bank USA, National Association (the “Trustee”), as Trustee. 
 RECITALS: 
 WHEREAS, the Company, the Guarantors and the Trustee are parties to an Indenture dated as of
December 21, 2001, as amended or supplemented from time to time (the “Indenture”). 
 WHEREAS, pursuant to
the Indenture, the Company issued and the Trustee authenticated and delivered an aggregate principal amount of $275,000,000 of the Company’s 8.0% Senior Subordinated Notes due 2011 (the “Notes”), of which $248,265,000 is
currently outstanding. 
 WHEREAS, Section 9.2 of the Indenture provides, among other things, that with the consent of the
holders (the “Holders”) of at least a majority in principal amount of the Notes then outstanding (the “Requisite Consents”), the Company, the Guarantors and the Trustee may amend the Indenture or the Notes, subject
to certain exceptions specified in Section 9.2 of the Indenture, including the requirement that Holders of at least 75% of the outstanding principal amount of the Notes then outstanding consent to the elimination of certain covenants (the
“Additional Consents”). 
 WHEREAS, on October 29, 2009, the Company distributed an Offer to Purchase and
Consent Solicitation Statement (as amended, modified, or supplemented, the “Offer to Purchase”) to each Holder. 
 WHEREAS, the Company has obtained the Requisite Consents and the Additional Consents to amend the Indenture as set forth in the Offer to Purchase (the “Amendments”). 
 WHEREAS, this Supplemental Indenture has been duly authorized by all necessary corporate action on the part of the Company. 
 WHEREAS, the Company has delivered, or caused to be delivered, to the Trustee an Officer’s Certificate and an Opinion of Counsel
meeting the requirements of Sections 13.4 and 13.5 of the Indenture. 
 NOW THEREFORE, each party agrees for the benefit
of the other parties and for the equal and ratable benefit of all Holders, as follows: 







 AGREEMENT: 
 Section 1. Definitions. Capitalized terms used in this Supplemental Indenture and not otherwise defined herein have the
meanings given to them in the Indenture. Sections 1.1 and 1.2 of the Indenture are hereby amended to delete in their entirety all terms and their respective definitions for which all references are eliminated in the Indenture as a result of the
amendments set forth in Section 2.1 below. 
 Section 2. Amendments. 
 2.1 Amendment of Certain Sections of the Indenture. The Indenture is hereby amended by deleting the following sections of the
Indenture and all references thereto in the Indenture in their entirety: 
 (a) Section 3.9 Offer to
Purchase by Application of Excess Proceeds. 
 (b) Section 4.5. Taxes. 
 (c) Section 4.6 Stay, Extension and Usury Laws. 
 (d) Section 4.7. Restricted Payments. 
 (e) Section 4.8. Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. 
 (f) Section 4.9. Incurrence of Indebtedness and Issuance of Preferred Stock. 
 (g) Section 4.10. Asset Sales. 
 (h) Section 4.11. Transactions with Affiliates. 
 (i) Section 4.12. Liens. 
 (j) Section 4.13. Business Activities. 
 (k)
Section 4.14. Corporate Existence. 
 (l) Section 4.15. Offer to Repurchase Upon Change of Control
Triggering Event. 
 (m) Section 4.16 No Senior Subordinated Debt. 
 (n) Secton 4.17. Additional Subsidiary Guarantees. 
 (o) Section 4.18. Payments for Consent. 
 (p) Section 4.19. Sale and Leaseback Transactions. 
 (q) clause (iv) of Section 5.01. Merger, Consolidation or Sale or Lease of Assets. 
 (r) Section 6.1 (f), and (g). Certain Events of Default. 
  

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 Section 3. Miscellaneous. 
 3.1 Effect of Supplemental Indenture. Upon the execution and delivery of this Supplemental Indenture by the Company, the
Guarantors and the Trustee, the Indenture shall be supplemented in accordance herewith, and this Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder holding Notes that have been heretofore or hereafter
authenticated and delivered under the Indenture shall be bound thereby; provided, however, that Sections 1 and 2.1 hereof shall not become operative unless and until the date (the “Operative Date”) set forth in a notice from
the Company to the Trustee, stating that all the Notes that were validly tendered and not withdrawn at or prior to the Early Participation Payment Deadline (as defined in the Offer to Purchase) were purchased on the Early Settlement Date (as defined
in the Offer to Purchase). In connection with the execution and delivery of the Supplemental Indenture, the Company shall provide notice to the Holders pursuant to Section 9.2 of the Indenture. 
 3.2 Indenture Remains in Full Force and Effect. Except as supplemented hereby, all provisions of the Indenture shall remain in
full force and effect. 
 3.3 Indenture and Supplemental Indenture Construed Together. This Supplemental Indenture
is an indenture supplemental to and in implementation of the Indenture, and the Indenture and this Supplemental Indenture shall henceforth be read and construed together. 
 3.4 Confirmation and Preservation of the Indenture. The Indenture as supplemented by this Supplemental Indenture is in all respects confirmed and preserved. 
 3.5 Conflict with Trust Indenture Act. If any provision of this Supplemental Indenture limits, qualifies, or conflicts with
any provision of the Trust Indenture Act of 1939, as amended (the “Act”), that is required under such Act to be part of and govern any provision of this Supplemental Indenture, the provision of such Act shall control. If any
provision of this Supplemental Indenture modifies or excludes any provision of the Act that may be so modified or excluded, the provisions of the Act shall be deemed to apply to the Indenture as so modified or to be excluded by this Supplemental
Indenture, as the case may be. 
 3.6 Trustee Not Responsible for Recitals. The recitals contained herein shall be
taken as the statements of the Company and the Trustee assumes no responsibility for their correctness. The Trustee makes no representation as to the validity or adequacy of this Supplemental Indenture. 
 3.7 Certain Duties and Responsibilities of the Trustee. In entering into this Supplemental Indenture, the Trustee shall be
entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee, whether or not elsewhere herein so provided, including specifically the Trustee’s rights
to indemnification contained in Section 7.7 of the Indenture. 
 3.8 Separability Clause. In case any
provision of 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. 







 3.9 Effect of Headings. The Section and Subsection headings herein are for
convenience only and shall not affect the construction hereof. 
 3.10 Benefits of Supplemental Indenture. Nothing
in this Supplemental Indenture, the Indenture, or the Notes, express or implied, shall give to any Person, other than the parties hereto and thereto and their successors hereunder and thereunder, and the Holders, any benefit of any legal or
equitable right, remedy, or claim under the Indenture, this Supplemental Indenture, or the Notes. 
 3.11 Successors
and Assigns. All covenants and agreements in this Supplemental Indenture by the Company shall bind its successors and permitted assigns, whether so expressed or not. 
 3.12 Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 3.13 Counterparts. This Supplemental Indenture may be executed in counterparts (including by means of facsimile signature
pages), each of which shall be an original, but all such counterparts shall together constitute one and the same instrument. 
 [Remainder of Page Blank — Signature Pages Follow] 







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

			
	COTT CORPORATION
		
	By	 	/s/    Neal Cravens        
		 	 Name:   Neal Cravens
 Title:     Chief Financial Officer



  

			
	COTT BEVERAGES INC.
		
	By	 	/s/    Neal Cravens        
		 	 Name:   Neal Cravens
 Title:     Chief Financial Officer



  

			
	COTT HOLDINGS INC.
		
	By	 	/s/    Neal Cravens        
		 	 Name:   Neal Cravens
 Title:     Chief Financial Officer



  

			
	COTT USA CORP.
		
	By	 	/s/    Neal Cravens        
		 	 Name:   Neal Cravens
 Title:     Chief Financial Officer



  

			
	COTT VENDING INC.
		
	By	 	/s/    Neal Cravens        
		 	 Name:   Neal Cravens
 Title:     Chief Financial Officer











			
	INTERIM BCB, LLC
		
	By	 	/s/    Neal Cravens        
		 	 Name:   Neal Cravens
 Title:     Chief Financial Officer



  

			
	CB NEVADA CAPITAL INC.
		
	By	 	/s/    Ceasar Gonzalez        
		 	 Name:   Ceasar Gonzalez
 Title:     President



  

			
	COTT USA FINANCE LLC
		
	By	 	/s/    Ceasar Gonzalez        
		 	 Name:   Ceasar Gonzalez
 Title:     Director Manager



  

			
	COTT BEVERAGES LIMITED
		
	By	 	/s/    Gregory N. Leiter        
		 	 Name:   Gregory N. Leiter
 Title:     Director



  

			
	COTT RETAIL BRANDS LIMITED
		
	By	 	/s/    Gregory N. Leiter        
		 	 Name:   Gregory N. Leiter
 Title:     Director











			
	COTT LIMITED
		
	By	 	/s/    Gregory N. Leiter        
		 	 Name:   Gregory N. Leiter
 Title:     Director



  

			
	COTT EUROPE TRADING LIMITED
		
	By	 	/s/    Gregory N. Leiter        
		 	 Name:   Gregory N. Leiter
 Title:     Director



  

			
	COTT PRIVATE LABEL LIMITED
		
	By	 	/s/    Gregory N. Leiter        
		 	 Name:   Gregory N. Leiter
 Title:     Director



  

			
	COTT NELSON (HOLDINGS) LIMITED
		
	By	 	/s/    Gregory N. Leiter        
		 	 Name:   Gregory N. Leiter
 Title:     Director



  

			
	COTT (NELSON) LIMITED
		
	By	 	/s/    Gregory N. Leiter        
		 	 Name:   Gregory N. Leiter
 Title:     Director



  

			
	2011438 ONTARIO LIMITED
		
	By	 	/s/    Neal Cravens        
		 	 Name:   Neal Cravens
 Title:     Chief Financial Officer



  

			
	804340 ONTARIO LIMITED
		
	By	 	/s/    Neal Cravens        
		 	 Name:   Neal Cravens
 Title:     Chief Financial Officer



  

			
	967979 ONTARIO LIMITED
		
	By	 	/s/    Neal Cravens        
		 	 Name:   Neal Cravens
 Title:     Chief Financial Officer



  

			
	156775 CANADA INC.
		
	By	 	/s/    Neal Cravens        
		 	 Name:   Neal Cravens
 Title:     Chief Financial Officer



  

			
	HSBC BANK USA, NATIONAL ASSOCIATION, as Trustee
		
	By	 	/s/    Herawattee Alli        
		 	 Name:   Herawattee Alli
 Title:     Vice President