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                                 NINTH SUPPLEMENTAL INDENTURE   NINTH SUPPLEMENTAL INDENTURE, dated as of January 15, 2019 (this “Supplemental Indenture”),  by and  among Cott Cayman, as Guarantor (the “Guaranteeing Subsidiary”), Cott Corporation as successor to Cott Finance  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”), 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 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 as of April 16, 2018, the Seventh Supplemental  Indenture, dated as of June 29, 2018, and the Eighth 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 €450,000,000 of 5.50% Senior Notes due 2024 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.      





 






                                              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 any Guarantor, 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 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 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 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.  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]