cott2025notes6thsuppleme






                                                                                                                                 SIXTH SUPPLEMENTAL INDENTURE   SIXTH SUPPLEMENTAL INDENTURE, dated as of January 15, 2019 (this “Supplemental Indenture”), by and  among Cott Cayman, as Guarantor (the “Guaranteeing Subsidiary”), Cott Holdings Inc., a Delaware corporation (the  “Issuer”), BNY Trust Company of Canada, as Canadian co-trustee (the “Canadian Trustee”), and The Bank of New  York Mellon, as U.S. co-trustee (the “U.S. Trustee” and together with the Canadian Trustee, the “Trustees” and  each, a “Trustee”), under the Indenture referred to below.                                            W I T N E S S E T H:          WHEREAS, the Issuer, each of the Guarantors, the Trustees and the Agent have heretofore executed and  delivered an indenture, dated as of March 22, 2017, as supplemented by the First Supplemental Indenture, dated as  of April 24, 2017, the Second Supplemental Indenture, dated as of October 31, 2017, the Third Supplemental  Indenture, dated as of April 16, 2018, the Fourth Supplemental Indenture, dated as of June 29, 2018, and the Fifth  Supplemental Indenture, dated as of November 16, 2018 (as otherwise amended, supplemented, waived or otherwise  modified, the “Indenture”), providing for the issuance of an aggregate principal amount of $750,000,000 of 5.50%  Senior Notes due 2025 of the Issuer (the “Notes”);          WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall  execute and deliver to the Trustees a supplemental indenture pursuant 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”); and          WHEREAS, pursuant to Section 9.1 of the Indenture, the Issuer, any Guarantor and the Trustees 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 and the Trustees 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, the Trustees  and the Agent the Guaranteed Obligations pursuant to Article X of the Indenture on a senior basis.                                                    1  





 






                                           ARTICLE III                                                                                            MISCELLANEOUS          SECTION 3.1.   Notices.  All notices and other communications to the Guaranteeing Subsidiary shall be  given as provided for in the Indenture to the Guarantors, with a copy to the Issuer as provided in the Indenture for  notices to the Issuer.          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(g) of the Indenture.          SECTION 3.3.   Release of Guarantee.  This Guarantee shall only be released in accordance with 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 Trustees 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 Trustees and the Agent.  Each of the Trustees 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.                                                    2  





 






       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.                                              [SIGNATURE PAGES FOLLOW]                                                       3