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                           FIFTH SUPPLEMENTAL INDENTURE   FIFTH SUPPLEMENTAL     INDENTURE,  dated as of November 16, 2018 (this “Supplemental Indenture”),  by and among the parties that are signatories hereto as Guarantors (collectively, the “Guaranteeing Subsidiaries”  and, each  a  “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, and the Fourth Supplemental Indenture, dated as of June 29, 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 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, 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 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.                                               1  





 






                                      ARTICLE III                                                                                  MISCELLANEOUS         SECTION 3.1.  Notices.  All notices and other communications to the Guaranteeing Subsidiaries shall be  given  as  provided  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.   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 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  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 Cott Corporation’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.                                               2  





 






      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]                                                  3