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                          EIGHTH SUPPLEMENTAL INDENTURE   EIGHTH SUPPLEMENTAL INDENTURE, dated as of November 16, 2018 (this “Supplemental Indenture”),   by and among the parties that are signatories hereto as guaranteeing subsidiaries (the “Guaranteeing Subsidiaries”),  Cott Corporation, a Canadian 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”), to 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 June 30, 2016, as supplemented by the First Supplemental Indenture, dated as of  August 2, 2016, the Second Supplemental Indenture, dated as of August 25, 2016, the Third Supplemental Indenture,  dated as of January 12, 2017, the Fourth Supplemental Indenture, dated as of April 24, 2017, the Fifth Supplemental  Indenture, dated as of October 31, 2017, the Sixth Supplemental Indenture, dated April 16, 2018, and the Seventh  Supplemental Indenture, dated June 29, 2018 (as otherwise amended, supplemented, waived or otherwise modified,  the “Indenture”), providing for the issuance of an aggregate principal amount of €450,000,000 of 5.50% Senior Notes  due 2024 of the Issuer (the “Notes”);         WHEREAS, the Indenture provides that under certain circumstances each Guaranteeing Subsidiary shall  execute and deliver to the Trustees a supplemental indenture pursuant to which each 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 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 Subsidiaries, 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.  Each 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.  Each 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.  





 






                                         ARTICLE III                                                                                  MISCELLANEOUS         SECTION 3.1.  Notices.  All notices and other communications to the Guaranteeing Subsidiaries shall be  given as provided for in the Indenture to any Guarantor, with a copy to the Issuer as provided in the Indenture for  notices to the Issuer.         SECTION 3.2.  Merger  and  Consolidation.   Each  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 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 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.  Each Guaranteeing Subsidiary’s Guarantee is subject to the terms  and conditions set forth in the Indenture.  Each 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  Issuer’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.      





 






         SECTION 3.11.  Execution and Delivery.  Each 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]