Indenture



 Exhibit 4.1 
  

 
  

COTT BEVERAGES INC. 
 as Issuer,

 The Guarantors named herein, 

AND 
 WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Trustee, 
 Paying Agent, Registrar, Transfer Agent and Authenticating Agent 

5.375% Senior Notes due 2022 
  

 
 INDENTURE 

Dated as of June 24, 2014 
  

 
  

 
  







 Table of Contents 

 

							
	 	  	 	  	Page	 
	
	ARTICLE I	  
	
	DEFINITIONS AND INCORPORATION BY REFERENCE	 
			
	 SECTION 1.1
	  	 Definitions
	  	 	1	 
	 SECTION 1.2.
	  	 Other Definitions
	  	 	30	 
	 SECTION 1.2
	  	 Incorporation by Reference of Trust Indenture Act
	  	 	32	 
	 SECTION 1.3
	  	 Rules of Construction
	  	 	33	 
	
	ARTICLE II	  
	
	THE NOTES	 
	 SECTION 2.1
	  	 Form, Dating and Terms
	  	 	33	 
	 SECTION 2.2
	  	 Execution and Authentication
	  	 	40	 
	 SECTION 2.3
	  	 Registrar and Paying Agent
	  	 	40	 
	 SECTION 2.4
	  	 Paying Agent To Hold Money in Trust
	  	 	41	 
	 SECTION 2.5
	  	 Holder Lists
	  	 	41	 
	 SECTION 2.6
	  	 Transfer and Exchange
	  	 	42	 
	 SECTION 2.7
	  	 Form of Certificate To Be Delivered in Connection with Transfers Pursuant to Regulation S
	  	 	45	 
	 SECTION 2.8
	  	 Mutilated, Destroyed, Lost or Stolen Notes
	  	 	46	 
	 SECTION 2.9
	  	 Outstanding Notes
	  	 	47	 
	 SECTION 2.10
	  	 Temporary Notes
	  	 	47	 
	 SECTION 2.11
	  	 Cancellation
	  	 	47	 
	 SECTION 2.12
	  	 Payment of Interest; Defaulted Interest
	  	 	48	 
	 SECTION 2.13
	  	 CUSIP and ISIN Numbers
	  	 	49	 
	
	ARTICLE III	  
	
	COVENANTS	 
			
	 SECTION 3.1
	  	 Payment of Notes
	  	 	49	 
	 SECTION 3.2
	  	 Limitation on Indebtedness
	  	 	49	 
	 SECTION 3.3
	  	 Limitation on Restricted Payments
	  	 	53	 
	 SECTION 3.4
	  	 Limitation on Restrictions on Distributions from Restricted Subsidiaries
	  	 	57	 
	 SECTION 3.5
	  	 Limitation on Sales of Assets and Subsidiary Stock
	  	 	59	 
	 SECTION 3.6
	  	 Limitation on Liens
	  	 	62	 
	 SECTION 3.7
	  	 Limitation on Guarantees
	  	 	62	 
	 SECTION 3.8
	  	 Limitation on Affiliate Transactions
	  	 	63	 
	 SECTION 3.9
	  	 Change of Control
	  	 	65	 
	 SECTION 3.10
	  	 Reports
	  	 	66	 
	 SECTION 3.11
	  	 Maintenance of Office or Agency
	  	 	67	 
	 SECTION 3.12
	  	 Corporate Existence
	  	 	68	 
	 SECTION 3.13
	  	 Compliance Certificate
	  	 	68	 
	 SECTION 3.14
	  	 Statement by Officers as to Default
	  	 	68	 
	 SECTION 3.15
	  	 Designation of Restricted and Unrestricted Subsidiaries
	  	 	68	 
	 SECTION 3.16
	  	 Suspension of Covenants on Achievement of Investment Grade Status
	  	 	69	 
	
	ARTICLE IV	  
	
	SUCCESSOR COMPANY; SUCCESSOR PERSON	 
			
	 SECTION 4.1
	  	 Merger and Consolidation
	  	 	70	 









							
	ARTICLE V	  
	
	REDEMPTION OF SECURITIES	 
			
	 SECTION 5.1
	  	 Notices to Trustee
	  	 	71	 
	 SECTION 5.2
	  	 Selection of Notes To Be Redeemed or Purchased
	  	 	71	 
	 SECTION 5.3
	  	 Notice of Redemption
	  	 	72	 
	 SECTION 5.4
	  	 Effect of Notice of Redemption
	  	 	73	 
	 SECTION 5.5
	  	 Deposit of Redemption or Purchase Price
	  	 	73	 
	 SECTION 5.6
	  	 Notes Redeemed or Purchased in Part
	  	 	73	 
	 SECTION 5.7
	  	 Optional Redemption
	  	 	73	 
	 SECTION 5.8
	  	 Mandatory Redemption
	  	 	74	 
	
	ARTICLE VI	  
	
	DEFAULTS AND REMEDIES	 
	 SECTION 6.1
	  	 Events of Default
	  	 	75	 
	 SECTION 6.2
	  	 Acceleration
	  	 	76	 
	 SECTION 6.3
	  	 Other Remedies
	  	 	77	 
	 SECTION 6.4
	  	 Waiver of Past Defaults
	  	 	77	 
	 SECTION 6.5
	  	 Control by Majority
	  	 	78	 
	 SECTION 6.6
	  	 Limitation on Suits
	  	 	78	 
	 SECTION 6.7
	  	 Rights of Holders To Receive Payment
	  	 	78	 
	 SECTION 6.8
	  	 Collection Suit by Trustee
	  	 	78	 
	 SECTION 6.9
	  	 Trustee May File Proofs of Claim
	  	 	78	 
	 SECTION 6.10
	  	 Priorities
	  	 	79	 
	 SECTION 6.11
	  	 Undertaking for Costs
	  	 	79	 
	
	ARTICLE VII	  
	
	TRUSTEE	 
	 SECTION 7.1
	  	 Duties of Trustee
	  	 	79	 
	 SECTION 7.2
	  	 Rights of Trustee
	  	 	80	 
	 SECTION 7.3
	  	 Individual Rights of Trustee and Agent
	  	 	82	 
	 SECTION 7.4
	  	 Trustee’s Disclaimer
	  	 	82	 
	 SECTION 7.5
	  	 Notice of Defaults
	  	 	82	 
	 SECTION 7.6
	  	 Reports by Trustee to Holders
	  	 	82	 
	 SECTION 7.7
	  	 Compensation and Indemnity
	  	 	83	 
	 SECTION 7.8
	  	 Replacement of Trustee
	  	 	83	 
	 SECTION 7.9
	  	 Successor Trustee by Merger
	  	 	84	 
	 SECTION 7.10
	  	 Eligibility; Disqualification
	  	 	84	 
	 SECTION 7.11
	  	 Preferential Collection of Claims Against the Issuer
	  	 	84	 
	 SECTION 7.12
	  	 Trustee’s Application for Instruction from the Issuer
	  	 	84	 
	
	ARTICLE VIII	  
	
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE	 
			
	 SECTION 8.1
	  	 Option To Effect Legal Defeasance or Covenant Defeasance; Defeasance
	  	 	85	 
	 SECTION 8.2
	  	 Legal Defeasance and Discharge
	  	 	85	 
	 SECTION 8.3
	  	 Covenant Defeasance
	  	 	85	 
	 SECTION 8.4
	  	 Conditions to Legal or Covenant Defeasance
	  	 	86	 
	 SECTION 8.5
	  	 Deposited Money and U.S. Government Obligations To Be Held in Trust; Other Miscellaneous Provisions
	  	 	87	 
	 SECTION 8.6
	  	 Repayment to the Issuer
	  	 	87	 
	 SECTION 8.7
	  	 Reinstatement
	  	 	87	 









							
	ARTICLE IX	  
	
	AMENDMENTS	 
	 SECTION 9.1
	  	 Without Consent of Holders
	  	 	88	 
	 SECTION 9.2
	  	 With Consent of Holders
	  	 	89	 
	 SECTION 9.3
	  	 Revocation and Effect of Consents and Waivers
	  	 	90	 
	 SECTION 9.4
	  	 Notation on or Exchange of Notes
	  	 	90	 
	 SECTION 9.5
	  	 Trustee Sign Amendments
	  	 	90	 
	
	ARTICLE X	  
	
	GUARANTEE	 
			
	 SECTION 10.1
	  	 Guarantee
	  	 	90	 
	 SECTION 10.2
	  	 Limitation on Liability; Termination, Release and Discharge
	  	 	92	 
	 SECTION 10.3
	  	 Right of Contribution
	  	 	93	 
	 SECTION 10.4
	  	 No Subrogation
	  	 	93	 
	
	ARTICLE XI	  
	
	SATISFACTION AND DISCHARGE	 
			
	 SECTION 11.1
	  	 Satisfaction and Discharge
	  	 	93	 
	 SECTION 11.2
	  	 Application of Trust Money
	  	 	94	 
	
	ARTICLE XII	  
	
	MISCELLANEOUS	 
			
	 SECTION 12.1
	  	 Notices
	  	 	94	 
	 SECTION 12.2
	  	 Communication by Holders of Notes with Other Holders of Notes
	  	 	95	 
	 SECTION 12.3
	  	 Certificate and Opinion as to Conditions Precedent
	  	 	96	 
	 SECTION 12.4
	  	 Statements Required in Certificate or Opinion
	  	 	96	 
	 SECTION 12.5
	  	 When Notes Disregarded
	  	 	96	 
	 SECTION 12.6
	  	 Rules by Trustee, Paying Agent and Registrar
	  	 	96	 
	 SECTION 12.7
	  	 Legal Holidays
	  	 	96	 
	 SECTION 12.8
	  	 Governing Law
	  	 	96	 
	 SECTION 12.9
	  	 Jurisdiction
	  	 	96	 
	 SECTION 12.10
	  	 Conversion of Currency
	  	 	97	 
	 SECTION 12.11
	  	 Waivers of Jury Trial
	  	 	98	 
	 SECTION 12.12
	  	 USA PATRIOT Act Section 326 Customer Identification Program
	  	 	98	 
	 SECTION 12.13
	  	 No Recourse Against Others
	  	 	98	 
	 SECTION 12.14
	  	 Successors
	  	 	98	 
	 SECTION 12.15
	  	 Multiple Originals
	  	 	98	 
	 SECTION 12.16
	  	 Qualification of Indenture
	  	 	98	 
	 SECTION 12.17
	  	 Table of Contents; Headings
	  	 	98	 
	 SECTION 12.18
	  	 Force Majeure
	  	 	98	 
	 SECTION 12.19
	  	 Severability
	  	 	99	 
			
	 EXHIBIT A
	  	 Form of Global Restricted Note
	  			
	 EXHIBIT B
	  	 Form of Supplemental Indenture
	  			








 CROSS-REFERENCE TABLE* 

 

			
	 Trust Indenture Act Section
	  	Indenture Section
	 310(a)(1)
	  	7.10
	 310(a)(2)
	  	7.10
	 310(a)(3)
	  	N.A.
	 310(a)(4)
	  	N.A.
	 310(a)(5)
	  	7.10
	 310(b)
	  	7.10
	 310(c)
	  	N.A.
	 311(a)
	  	7.11
	 311(b)
	  	7.11
	 311(c)
	  	N.A.
	 312(a)
	  	2.5
	 312(b)
	  	12.3
	 312(c)
	  	12.3
	 313(a)
	  	7.6
	 313(b)(1)
	  	N.A.
	 313(b)(2)
	  	7.6, 7.7
	 313(c)
	  	7.6, 12.2
	 313(d)
	  	7.6
	 314(a)
	  	3.10, 12.2
	 314(c)(1)
	  	12.4
	 314(c)(2)
	  	12.4
	 314(c)(3)
	  	N.A.
	 314(e)
	  	12.5
	 314(f)
	  	N.A.
	 315(a)
	  	7.1
	 315(b)
	  	7.5, 12.2
	 315(c)
	  	7.1
	 315(d)
	  	7.1
	 315(e)
	  	6.11
	 316(a)(last sentence)
	  	2.9
	 316(a)(1)(A)
	  	6.5
	 316(a)(1)(B)
	  	6.4
	 316(a)(2)
	  	N.A.
	 316(b)
	  	6.7
	 316(c)
	  	2.12
	 317(a)(1)
	  	6.8
	 317(a)(2)
	  	6.9
	 317(b)
	  	2.4
	 318(a)
	  	12.1
	 318(b)
	  	N.A
	 318(c)
	  	12.1

 N.A. means not applicable. 
  

	*	This Cross-Reference Table is not part of this Indenture 








 INDENTURE dated as of June 24, 2014, among COTT BEVERAGES INC. (the
“Issuer”), the Guarantors (as defined herein) identified on the signature pages hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”), Paying Agent, Registrar,
transfer agent (the “Transfer Agent”) and authenticating agent (the “Authenticating Agent”). 
 W
I T N E S S E T H 
 WHEREAS, the Issuer has duly authorized the execution
and delivery of this Indenture to provide for the issuance of (i) its 5.375% Senior Notes due 2022 issued on the date hereof (the “Initial Notes”), (ii) any additional Notes (“Additional Notes”) that may
be issued after the Issue Date and (iii) its 5.375% Senior Notes due 2022 issued pursuant to the Registration Rights Agreement (as defined herein) in exchange for any Initial Notes or Additional Notes (the “Exchange Notes” and
together with the Initial Notes and any Additional Notes, the “Notes”). 
 WHEREAS, the Issuer and each of the Guarantors
have duly authorized the execution and delivery of this Indenture; 
 WHEREAS, all things necessary (i) to make the Notes, when
executed and duly issued by the Issuer and authenticated and delivered hereunder, the valid obligations of the Issuer, (ii) to make the Guarantees, when this Indenture is executed by each Guarantor, the valid obligation of each Guarantor and
(iii) to make this Indenture a valid agreement of the Issuer and each of the Guarantors has been done; and 
 NOW, THEREFORE, in
consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders, as follows: 

ARTICLE I 
 DEFINITIONS AND
INCORPORATION BY REFERENCE 
 SECTION 1.1 Definitions. 

“Acquired Indebtedness” means Indebtedness (1) of a Person or any of its Subsidiaries existing at the time such Person
becomes a Restricted Subsidiary, or (2) assumed in connection with the acquisition of assets from such Person, in each case whether or not Incurred by such Person in connection with such Person becoming a Restricted Subsidiary of the Company or
such acquisition or (3) of a Person at the time such Person merges with or into or consolidates or otherwise combines with the Company or any Restricted Subsidiary. Acquired Indebtedness shall be deemed to have been Incurred, with respect to
clause (1) of the preceding sentence, on the date such Person becomes a Restricted Subsidiary and, with respect to clause (2) of the preceding sentence, on the date of consummation of such acquisition of assets and, with respect to
clause (3) of the preceding sentence, on the date of the relevant merger, consolidation or other combination. 
 “Additional
Assets” means: 
 (1) any property or assets (other than Capital Stock) used or to be used by the Company, a
Restricted Subsidiary or otherwise useful in a Similar Business (it being understood that capital expenditures on property or assets already used in a Similar Business or to replace any property or assets that are the subject of such Asset
Disposition shall be deemed an investment in Additional Assets); 
 (2) the Capital Stock of a Person that is engaged in a
Similar Business and becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or a Restricted Subsidiary of the Company; or 

(3) Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary of the Company.








 “Additional Interest” means all additional interest then owing on the Notes
pursuant to the Registration Rights Agreement and/or pursuant to Section 6.3. 
 “Affiliate” of any specified
Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any Person
means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have
meanings correlative to the foregoing. 
 “Agent” means any Paying Agent, any Registrar, any Transfer Agent or any
Authenticating Agent. 
 “Applicable Premium” means the greater of (A) 1.0% of the principal amount of such Note and
(B) on any redemption date, the excess (to the extent positive) of: 
 (a) the present value at such redemption date of
(i) the redemption price of such Note at July 1, 2017 (such redemption price (expressed in percentage of principal amount) being set forth in the table under Section 5.7(d) (excluding accrued but unpaid interest)), plus
(ii) all required interest payments due on such Note to and including such date set forth in clause (i) (excluding accrued but unpaid interest), computed upon the redemption date using a discount rate equal to the Treasury Rate at such
redemption date plus 50 basis points; over 
 (b) the then outstanding principal amount of such Note; 

in each case, as calculated by the Company or on behalf of the Company by such Person as the Company shall designate. 

“Asset Disposition” means: 

(a) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions,
of property or assets (including by way of a Sale and Leaseback Transaction) of the Company (other than Capital Stock of the Company) or any of its Restricted Subsidiaries (each referred to in this definition as a “disposition”); or 

(b) the issuance or sale of Capital Stock of any Restricted Subsidiary (other than Preferred Stock or Disqualified Stock of
Restricted Subsidiaries issued in compliance with Section 3.2 hereof or directors’ qualifying shares and shares issued to foreign nationals as required under applicable law), whether in a single transaction or a series of related
transactions; 
 in each case, other than: 

(1) a disposition by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to a Restricted
Subsidiary; 
 (2) a disposition of cash, Cash Equivalents; 

(3) a disposition of inventory or other assets in the ordinary course of business; 

(4) a disposition of obsolete, surplus or worn out equipment or other assets or equipment or other assets that are no longer
useful in the conduct of the business of the Company and its Restricted Subsidiaries; 
 (5) transactions permitted under
Section 4.1 hereof or a transaction that constitutes a Change of Control; 

  
 -2- 








 (6) an issuance of Capital Stock by a Restricted Subsidiary to the Company or to
another Restricted Subsidiary or as part of or pursuant to an equity incentive or compensation plan approved by the Board of Directors; 

(7) any dispositions of Capital Stock, properties or assets in a single transaction or series of related transactions with a
fair market value (as determined in good faith by the Company) of less than $25.0 million; 
 (8) any Restricted Payment
that is permitted to be made, and is made, under Section 3.3 and the making of any Permitted Payment or Permitted Investment or, solely for purposes of Section 3.5(a)(3), asset sales, the proceeds of which are used to make
such Restricted Payments or Permitted Investments; 
 (9) dispositions in connection with Permitted Liens and granting of
Permitted Liens; 
 (10) dispositions of receivables in connection with the compromise, settlement or collection thereof in
the ordinary course of business or consistent with past practices or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements; 

(11) the licensing or sub-licensing of intellectual property or other general
intangibles and licenses, sub-licenses, leases or subleases of other property, in each case, in the ordinary course of business or consistent with past practices; 

(12) foreclosure, condemnation or any similar action with respect to any property or other assets; 

(13) the sale or discount (with or without recourse, and on customary or commercially reasonable terms and for credit
management purposes) of accounts receivable or notes receivable arising in the ordinary course of business or consistent with past practices, or the conversion or exchange of accounts receivable for notes receivable; 

(14) any disposition of Capital Stock, Indebtedness or other securities of an Unrestricted Subsidiary; 

(15) any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a
Person (other than the Company or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition),
made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; 

(16) to the extent allowable under Section 1031 of the Code, any exchange of like property (excluding any boot thereon)
for use in a Similar Business; 
 (17) any financing transaction with respect to property constructed, acquired, replaced,
repaired or improved (including any reconstruction, refurbishment, renovation and/or development of real property) by the Company or any Restricted Subsidiary after the Issue Date, including Sale and Leaseback Transactions and asset securitizations,
permitted by this Indenture; and 
 (18) any surrender, amendment or waiver of contract rights or the settlement, release or
surrender of contract, tort or other claims of any kind. 
 “Associate” means (i) any Person engaged in a Similar
Business of which the Company or its Restricted Subsidiaries are the legal and beneficial owners of between 20% and 50% of all outstanding Voting Stock or (ii) any joint venture entered into by the Company or any Restricted Subsidiary of the
Company. 

  
 -3- 








 “Authenticating Agent” shall have the meaning ascribed thereto in the recitals
to this Indenture. 
 “Bankruptcy Law” means Title 11 of the United States Code or similar federal or state law for
the relief of debtors. 
 “Board of Directors” means (1) with respect to the Company or any corporation, the board of
directors or managers, as applicable, of the corporation, or any duly authorized committee thereof; (2) with respect to any partnership, the board of directors or other governing body of the general partner of the partnership or any duly
authorized committee thereof; and (3) with respect to any other Person, the board or any duly authorized committee of such Person serving a similar function. Whenever any provision requires any action or determination to be made by, or any
approval of, a Board of Directors, unless otherwise stated, such Board of Directors is of the Company and such action, determination or approval shall be deemed to have been taken or made if approved by a majority of the directors on any such Board
of Directors (whether or not such action or approval is taken as part of a formal board meeting or as a formal board approval). 

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of a Person to have been
duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee. 

“Business Day” means each day that is not a Saturday, Sunday or other day on which banking institutions in New York, New
York, or the place of payment on the Notes in the United States are authorized or required by law to close. 
 “Capital
Stock” of any Person means any and all shares of, rights to purchase, warrants, options or depositary receipts for, or other equivalents of or partnership or other interests in (however designated), equity of such Person, including any
Preferred Stock, but excluding any debt securities convertible into such equity. 
 “Capitalized Lease Obligations” means
an obligation that is required to be classified and accounted for as a capitalized lease for financial reporting purposes on the basis of GAAP. The amount of Indebtedness represented by such obligation will be the capitalized amount of such
obligation at the time any determination thereof is to be made as determined on the basis of GAAP, and the Stated Maturity thereof will be the date of the last payment of rent or any other amount due under such lease prior to the first date such
lease may be terminated without penalty. 
 “Cash Equivalents” means: 

(1) (a) United States dollars, Euro, or any national currency of any member state of the European Union; or (b) any
other foreign currency held by the Company and the Restricted Subsidiaries in the ordinary course of business or consistent with past practices; 

(2) securities issued or directly and fully Guaranteed or insured by the United States or Canadian governments, a member state
of the European Union or, in each case, any agency or instrumentality of thereof (provided that the full faith and credit of such country or such member state is pledged in support thereof), having maturities of not more than two years from
the date of acquisition; 
 (3) certificates of deposit, time deposits, eurodollar time deposits, overnight bank deposits or
bankers’ acceptances having maturities of not more than one year from the date of acquisition thereof issued by (x) any lender affiliate thereof or (y) by any bank or trust company (a) whose commercial paper is rated at least “A-2” or the equivalent thereof by S&P or at least “P-2” or the equivalent thereof by Moody’s (or if at the time neither is issuing comparable
ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization) or (b) (in the event that the bank or trust company does not have commercial paper which is rated) having combined capital and surplus in excess
of $100 million; 

  
 -4- 








 (4) repurchase obligations for underlying securities of the types described in
clauses (2) and (3) entered into with any Person referenced in clause (3) hereof; 
 (5) securities with
maturities of one year or less from the date of acquisition backed by standby letters of credit issued by any Person referenced in clause (3) hereof; 

(6) commercial paper rated at the time of acquisition thereof at least “A-2”
or the equivalent thereof by S&P or “P-2” or the equivalent thereof by Moody’s or carrying an equivalent rating by a Nationally Recognized Statistical Rating Organization, if both of the two
named rating agencies cease publishing ratings of investments or, if no rating is available in respect of the commercial paper, the issuer of which has an equivalent rating in respect of its long-term debt,
and in any case maturing within one year after the date of acquisition thereof; 
 (7) readily marketable direct obligations
issued by any state, commonwealth or territory of the United States of America, any province of Canada, any member of the European Union, any other foreign government, or any political subdivision or taxing authority thereof, in each case, having
one of the two highest rating categories obtainable from either Moody’s or S&P (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization) with
maturities of not more than two years from the date of acquisition; 
 (8) Indebtedness or preferred stock issued by Persons
with one of the three highest ratings from S&P or Moody’s (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization) with maturities of 12 months or
less from the date of acquisition; 
 (9) bills of exchange issued in the United States, Canada, a member state of the
European Union or Japan eligible for rediscount at the relevant central bank and accepted by a bank (or any dematerialized equivalent); 

(10) interests in any investment company, money market or enhanced high yield fund which invests 90% or more of its assets in
instruments of the type specified in clauses (1) through (9) hereof; 
 (11) instruments and investments of the
type and maturity described in clause (1) through (10) denominated in any foreign currency or of foreign obligors, which investments or obligors are, in the reasonable judgment of the Company, comparable in investment quality to those
referred to above; and 
 (12) solely with respect to any Restricted Subsidiary that is a Foreign Subsidiary, investments of
comparable tenor and credit quality to those described in the foregoing clauses (2) through (11) customarily utilized in countries in which such Foreign Subsidiary operates for short term cash management purposes. 

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than set forth in clause
(1) hereof; provided that such amounts are converted into currencies listed in clause (1) within 10 Business Days following receipt of such amounts. 

“Cash Management Services” means any of the following to the extent not constituting a line of credit (other than an
overnight draft facility that is not in default); ACH transactions, treasury and/or cash management services, including, without limitation, controlled disbursement services, overdraft facilities, foreign exchange facilities, deposit and other
accounts and merchant services. 

  
 -5- 








 “Change of Control” means: 

(1) the Company becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act,
proxy, vote, written notice or otherwise) any “person” or “group” of related persons (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act as in effect on the Issue Date), is or becomes the “beneficial
owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Issue Date), directly or indirectly, of more than 50% of the total
voting power of the Voting Stock of the Company; or 
 (2) the sale, lease, transfer, conveyance or other disposition (other
than by way of merger, consolidation or other business combination transaction), in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole to a Person, other than a
Restricted Subsidiary. 
 Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control if (1) the
Company becomes a direct or indirect wholly-owned subsidiary of a holding company and (2)(A) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the
holders of our Voting Stock immediately prior to that transaction or (B) immediately following that transaction no person (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or
indirectly, of more than 50% of the Voting Stock of such holding company. 
 “Code” means the United States Internal
Revenue Code of 1986, as amended. 
 “Company” means Cott Corporation and any successor thereto. 

“Consolidated Depreciation and Amortization Expense” means, with respect to any Person for any period, the total amount of
depreciation and amortization expense, including amortization of deferred financing fees of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP. 

“Consolidated EBITDA” for any period means the Consolidated Net Income for such period: 

(1) increased (without duplication) by: 

(a) provision for taxes based on income or profits or capital, including, without limitation, federal, state, provincial,
local, foreign, unitary, excise, property, franchise and similar taxes and foreign withholding and similar taxes (including penalties and interest) of such Person paid or accrued during such period deducted (and not added back) in computing
Consolidated Net Income; plus 
 (b) Fixed Charges of such Person for such period (including (x) net losses on
Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk and (y) costs of surety bonds in connection with financing activities), plus amounts excluded from the definition of
“Consolidated Interest Expense” pursuant to clauses (w), (x) and (y) in clause (1) thereof, to the extent the same were deducted (and not added back) in calculating such Consolidated Net Income; plus 

(c) Consolidated Depreciation and Amortization Expense of such Person for such period to the extent the same were deducted (and
not added back) in computing Consolidated Net Income; plus 
 (d) any fees, costs, expenses or charges (other than
depreciation or amortization expense) related to any actual, proposed or contemplated issuance or registration (actual or proposed) of an Equity Offering, any Investment, acquisition, disposition, recapitalization, Restricted Payment or the
incurrence or registration (actual or proposed) of Indebtedness 

  
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(including a refinancing thereof) (in each case, whether or not successful or consummated), including (i) such fees, expenses or charges related to the offering of the Notes and the Credit
Agreement, and (ii) any amendment or other modification of the Notes or the Credit Agreement, in each case, whether or not consummated, deducted (and not added back) in computing Consolidated Net Income; plus 

(e) the amount of any restructuring charge, reserve, integration cost, or other business optimization expense or cost
(including charges directly related to implementation of cost-savings initiatives), that is deducted (and not added back) in such period in computing Consolidated Net Income including, without limitation, those related to severance, retention,
signing bonuses, relocation; plus  
 (f) recruiting and other employee related costs, future lease commitments and
costs related to the opening and closure and/or consolidation of facilities; plus  
 (g) any other non-cash charges,
write-downs, expenses, losses or items reducing Consolidated Net Income for such period including any impairment charges or the impact of purchase accounting (excluding any such non-cash charge, write-down or item to the extent it represents an
accrual or reserve for a cash expenditure for a future period) or other items classified by the Company as special items less other non-cash items of income increasing Consolidated Net Income (excluding any such non-cash item of income to the extent
it represents a receipt of cash in any future period); plus 
 (h) the amount of cost savings, operating expense
reductions, other operating improvements and initiatives and synergies projected by the Company in good faith to be reasonably anticipated to be realizable in connection with any Investment, acquisition, disposition, merger, consolidation,
reorganization or restructuring (each, a “Specified Transaction”), taken or initiated prior to or during such period (calculated on a pro forma basis as though such cost savings had been realized on the first day of such period),
net of the amount of actual benefits realized or expected to be realized prior to or during such period from such actions; provided that (x) such cost savings are reasonably identifiable and factually supportable and (y) such actions have
been taken or are to be taken within 18 months of such Specified Transaction and (z) the aggregate amount of such cost savings, operating expense reductions, other operating improvements or synergies do not exceed 20% of Consolidated EBITDA in
any four quarter period; plus 
 (i) any costs or expense incurred by the Company or a Restricted Subsidiary pursuant
to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed
to the capital of the Company or Net Cash Proceeds of an issuance of equity interest of the Company (other than Disqualified Stock) solely to the extent that such Net Cash Proceeds are excluded from the calculation set forth in
Section 3.3(a)(3) hereof; plus 
 (j) cash receipts (or any netting arrangements resulting in reduced cash
expenditures) not representing Consolidated EBITDA or Consolidated Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant
to clause (2) below for any previous period and not added back; plus 
 (k) the amount of any minority interest
expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-wholly owned Subsidiary deducted in calculating Consolidated Net Income (and not added back in such period to Consolidated Net Income);


  
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 (2) decreased (without duplication) by:
(a) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an
accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period and any non-cash gains with respect to cash actually received in a prior period so long as such cash did not
increase Consolidated EBITDA in such prior period; plus (b) all cash payments made during such period to the extent made on account of non-cash reserves and other non-cash charges added back to Consolidated Net Income pursuant to clause
(g) above in a previous period (it being understood that this clause (2)(b) shall not be utilized in reversing any non-cash reserve or charge added to Consolidated Net Income), plus (c) the amount of any minority interest
income consisting of Subsidiary loss attributable to minority equity interests of third parties in any non-wholly owned Subsidiary added to Consolidated Net Income (and not deducted in such period from Consolidated Net Income); and 

(3) increased or decreased (without duplication) by, as applicable, any adjustments resulting from the application of
Accounting Standards Codification Topic 460 or any comparable regulation. 
 “Consolidated Interest Expense” means,
with respect to any Person for any period, without duplication, the sum of: 
 (1) consolidated interest expense of such
Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount or premium resulting from the
issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances or any similar facilities or financing and hedging agreements, (c) non-cash
interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of any Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Capitalized
Lease Obligations, and (e) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (t) penalties and interest relating to taxes, (u) accretion or accrual of discounted
liabilities other than Indebtedness, (v) any expense resulting from the discounting of any Indebtedness in connection with the application of purchase accounting in connection with any acquisition, (w) amortization of deferred financing
fees, debt issuance costs, commissions, fees and expenses, (x) any expensing of bridge, commitment and other financing fees and (y) interest with respect to Indebtedness of any parent of such Person appearing upon the balance sheet of such
Person solely by reason of push-down accounting under GAAP; plus 
 (2) consolidated capitalized interest of such Person and
its Restricted Subsidiaries for such period, whether paid or accrued; less 
 (3) interest income for such period.

 For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such
Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. 
 “Consolidated Net
Income” means, with respect to any Person, for any period, the net income (loss) of such Person and its Restricted Subsidiaries for such period determined on a consolidated basis on the basis of GAAP; provided, however, that
there will not be included in such Consolidated Net Income: 
 (1) subject to the limitations contained in clause
(3) below, any net income (loss) of any Person if such Person is not a Restricted Subsidiary, except that any equity in the net income of any such Person for such period will be included in such Consolidated Net Income up to the aggregate
amount of 

  
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cash or Cash Equivalents actually distributed during such period to the Company or a Restricted Subsidiary as a dividend or other distribution or return on investment (subject, in the case of a
dividend or other distribution or return on investment to a Restricted Subsidiary, to the limitations contained in clause (2) below); 

(2) solely for the purpose of determining the amount available for Restricted Payments under Section 3.3(a)(iii)(A)
hereof, any net income (loss) of any Restricted Subsidiary (other than the Guarantors) if such Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions by such Restricted Subsidiary,
directly or indirectly, to the Company or a Guarantor by operation of the terms of such Restricted Subsidiary’s charter or any agreement, instrument, judgment, decree, order, statute or governmental rule or regulation applicable to such
Restricted Subsidiary or its shareholders (other than (a) restrictions that have been waived or otherwise released and (b) restrictions pursuant to the Credit Agreement, the Notes or this Indenture), except that the Company’s equity
in the net income of any such Restricted Subsidiary for such period will be included in such Consolidated Net Income up to the aggregate amount of cash or Cash Equivalents actually distributed or that could have been distributed by such Restricted
Subsidiary during such period to the Company or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend to another Restricted Subsidiary, to the limitation contained in this clause); 

(3) any net gain (or loss) realized upon the sale or other disposition of any asset or disposed operations of the Company or
any Restricted Subsidiaries (including pursuant to any Sale and Leaseback Transaction) which is not sold or otherwise disposed of in the ordinary course of business or consistent with past practices (as determined in good faith by an Officer or the
Board of Directors of the Company); 
 (4) any extraordinary, exceptional, unusual or nonrecurring gain, loss, charge or
expense or any charges, expenses or reserves in respect of any restructuring, redundancy or severance expense; 
 (5) the
cumulative effect of a change in accounting principles; 
 (6) any (i) non-cash compensation charge or expense arising
from any grant of stock, stock options or other equity based awards and any non-cash deemed finance charges in respect of any pension liabilities or other provisions and (ii) income (loss) attributable to deferred compensation plans or trusts;

 (7) all deferred financing costs written off and premiums paid or other expenses incurred directly in connection with any
early extinguishment of Indebtedness and any net gain (loss) from any write-off or forgiveness of Indebtedness; 

(8) any unrealized gains or losses in respect of Hedging Obligations or any ineffectiveness recognized in earnings related to
qualifying hedge transactions or the fair value of changes therein recognized in earnings for derivatives that do not qualify as hedge transactions, in each case, in respect of Hedging Obligations; 

(9) any unrealized foreign currency transaction gains or losses in respect of Indebtedness of any Person denominated in a
currency other than the functional currency of such Person and any unrealized foreign exchange gains or losses relating to translation of assets and liabilities denominated in foreign currencies; 

(10) any unrealized foreign currency translation or transaction gains or losses in respect of Indebtedness or other obligations
of the Company or any Restricted Subsidiary owing to the Company or any Restricted Subsidiary; 
 (11) any purchase
accounting effects, including, but not limited to, adjustments to inventory, property and equipment, software and other intangible assets and deferred revenue in component amounts 

  
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required or permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed down to the Company and the Restricted Subsidiaries), as a result of any
consummated acquisition, or the amortization or write-off of any amounts thereof (including any write-off of in process research and development); 

(12) any goodwill or other intangible asset impairment charge or write-off; 

(13) any after-tax effect of income (loss) from the early extinguishment or cancellation of Indebtedness or Hedging Obligations
or other derivative instruments; 
 (14) accruals and reserves that are established within twelve months after the Issue Date
that are so required to be established as a result of the transactions in connection with the Offering in accordance with GAAP; 

(15) [reserved]; 

(16) cash and non-cash charges, paid or accrued, and gains resulting from the application of Financial Accounting Standards
No. 141R (Accounting Standards Codification Topic 805) (including with respect to earn-outs incurred by the Company or any of its Restricted Subsidiaries); 

(17) proceeds from any business interruption insurance to the extent not already included in Consolidated Net Income; and 

(18) the amount of any expense to the extent a corresponding amount is received in cash by the Company and the Restricted
Subsidiaries from a Person other than the Company or any Restricted Subsidiaries (with no requirements to repay such amounts and no other encumbrances associated therewith), provided such payment has not been included in determining Consolidated Net
Income (it being understood that if the amounts received in cash under any such agreement in any period exceed the amount of expense in respect of such period, such excess amounts received may be carried forward and applied against expense in future
periods). 
 In addition, to the extent not already included in the Consolidated Net Income of such Person and its Restricted Subsidiaries,
notwithstanding anything to the contrary in the foregoing, Consolidated Net Income shall exclude (i) any expenses and charges that are reimbursed by indemnification or other reimbursement provisions, or so long as the Company has made a
determination that there exists reasonable evidence that such amount will in fact be indemnified or reimbursed (and such amount is in fact reimbursed within 365 days of the date of such charge or payment (with a deduction for any amount so added
back to the extent not so reimbursed within such 365 days)), in connection with any investment or any sale, conveyance, transfer or other disposition of assets permitted hereunder and (ii) to the extent covered by insurance and actually
reimbursed, or, so long as the Company has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and such amount is (A) not denied by the applicable carrier in writing within 180
days and (B) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within 365 days), expenses with respect to liability or casualty events or business
interruption. 
 “Consolidated Total Indebtedness” means, as of any date of determination, (a) the aggregate principal
amount of Indebtedness for borrowed money (other than Indebtedness with respect to Cash Management Services and intercompany Indebtedness) of the Company and its Restricted Subsidiaries, letters of credit (only in respect of any unreimbursed
drawings thereunder), debt obligations evidenced by promissory notes and similar instruments and any Guarantees in respect of the foregoing or any Liens on the assets of the Company or any Restricted Subsidiary securing any of the foregoing
outstanding on such date plus (b) the aggregate amount of all Disqualified Stock of the Company and all Disqualified Stock and Preferred Stock of any Restricted Subsidiary minus (c) the aggregate amount of cash and Cash Equivalents
included in the consolidated balance sheet of the Company and its Restricted Subsidiaries as of the end of the most recent fiscal period for which internal financial statements of the Company are available with such pro forma adjustments as are
consistent with the pro forma adjustments set forth in the definition of “Fixed Charge Coverage Ratio” and as determined in good faith determined by the Company. 

  
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 “Consolidated Total Leverage Ratio” means, as of any date of determination, the
ratio of (x) Consolidated Total Indebtedness as of such date to (y) the aggregate amount of Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which
internal consolidated financial statements of the Company are available, in each case with such pro forma adjustments as are consistent with the pro forma adjustments set forth in the definition of “Fixed Charge Coverage Ratio.” 

“Consolidated Total Secured Leverage Ratio” means, as of any date of determination, the ratio of (x) Consolidated Total
Indebtedness secured by a Lien as of such date to (y) the aggregate amount of Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which internal consolidated
financial statements of the Company are available, in each case with such pro forma adjustments as are consistent with the pro forma adjustments set forth in the definition of “Fixed Charge Coverage Ratio;” provided, however, that solely
for purposes of the calculation of the Consolidated Total Secured Leverage Ratio, in connection with the incurrence of any Lien pursuant to clause (31) of the definition of “Permitted Liens,” (i) the Company and its Restricted
Subsidiaries must treat the maximum amount of Indebtedness that is permitted to be incurred pursuant to Section 3.2(b)(1)(i)(A) at the time of such calculation as being Incurred and outstanding at such time, and (ii) the calculation
shall not give effect to any Indebtedness Incurred on such determination date secured pursuant to clause (29) of the definition of “Permitted Lien.” 

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing in any manner, whether
directly or indirectly, any operating lease, dividend or other obligation that does not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”), including any obligation of such
Person, whether or not contingent: 
 (1) to purchase any such primary obligation or any property constituting direct or
indirect security therefor; 
 (2) to advance or supply funds: 

(a) for the purchase or payment of any such primary obligation; or 

(b) to maintain the working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency
of the primary obligor; or 
 (3) to purchase property, securities or services primarily for the purpose of assuring the
owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof. 

“Credit Agreement” means the Credit Agreement dated as of August 17, 2010, by and among the Company, the Issuer, Cott
Beverages Limited, Cliffstar LLC, and any additional subsidiaries of the Company which may provide credit support party thereto, the Lenders party thereto, JPMorgan Chase Bank, N.A., London Branch, as UK Security Trustee, JPMorgan Chase Bank, N.A.,
as Administrative Agent and Administrative Collateral Agent, General Electric Capital Corporation, as Co-Collateral Agent, and the other parties party thereto, as the same was amended by that certain Amendment No. 1 to Credit Agreement, dated
as of April 19, 2012, and further amended by that certain Amendment No. 2 to Credit Agreement, dated as of July 19, 2012, and further amended by that certain Amendment No. 3 to Credit Agreement, dated as of October 22, 2013,
and further amended by that certain Amendment No. 4 to Credit Agreement, dated as of May 28, 2014, together with the related documents thereto (including the revolving loans thereunder, any letters of credit and reimbursement obligations
related thereto, any Guarantees, security documents, mortgages, instruments and security agreements), as amended, extended, renewed, restated, refunded, replaced, restructured, refinanced, supplemented, modified or otherwise changed (in whole or in
part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time 

  
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to time, and any one or more agreements (and related documents) governing Indebtedness, including indentures, incurred to refinance, amend, extend, renew, restate, refund, replace, restructure,
supplement or modify, substitute, supplement, replace or add to (including increasing the amount available for borrowing or adding or removing any Person as a borrower, issuer or guarantor thereunder), in whole or in part, the borrowings and
commitments then outstanding or permitted to be outstanding under such Credit Agreement, refinance to different lenders or one or more successors to the Credit Agreement or one or more new credit agreements. 

“Credit Facility” means, with respect to the Company or any of its Subsidiaries, one or more debt facilities, indentures or
other arrangements (including the Credit Agreement or commercial paper facilities, receivables financing and overdraft facilities) with banks, other institutions or investors providing for revolving credit loans, term loans, notes, receivables
financing (including through the sale of receivables to such institutions or to special purpose entities formed to borrow from such institutions against such receivables), letters of credit or other Indebtedness, in each case, as amended, restated,
modified, renewed, refunded, replaced, restructured, refinanced, repaid, increased or extended in whole or in part from time to time (and whether in whole or in part and whether or not with the original administrative agent and lenders or another
administrative agent or agents or other banks or institutions and whether provided under the original Credit Agreement or one or more other credit or other agreements, indentures, financing agreements or otherwise) and in each case including all
agreements, instruments and documents executed and delivered pursuant to or in connection with the foregoing (including any notes and letters of credit issued pursuant thereto and any guarantee, Guarantee and collateral agreement, patent and
trademark security agreement, mortgages or letter of credit applications and other Guarantees, pledges, agreements, security agreements and collateral documents). Without limiting the generality of the foregoing, the term “Credit Facility”
shall include any agreement or instrument (1) changing the maturity of any Indebtedness Incurred thereunder or contemplated thereby, (2) adding Subsidiaries of the Company as additional borrowers or guarantors thereunder,
(3) increasing the amount of Indebtedness Incurred thereunder or available to be borrowed thereunder, (4) changing the administrative agent or lenders or (5) otherwise altering the terms and conditions thereof. 

“Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law. 

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default;
provided that any Default that results solely from the taking of an action that would have been permitted but for the continuation of a previous Default will be deemed to be cured if such previous Default is cured prior to becoming an Event
of Default. 
 “Definitive Notes” means certificated Notes. 

“Designated Non-Cash Consideration” means the fair market value (as determined in
good faith by the Company) of non-cash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Non-Cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent payment, redemption,
retirement, sale or other disposition of such Designated Non-Cash Consideration. A particular item of Designated Non-Cash Consideration will no longer be considered to
be outstanding when and to the extent it has been paid, redeemed or otherwise retired or sold or otherwise disposed of in compliance with Section 3.5 hereof. 

“Disinterested Director” means, with respect to any Affiliate Transaction, a member of the Board of Directors of the Company
having no material direct or indirect financial interest in or with respect to such Affiliate Transaction. A member of the Board of Directors of the Company shall be deemed not to have such a financial interest by reason of such member’s
holding Capital Stock of the Company or any options, warrants or other rights in respect of such Capital Stock. 

  
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 “Disqualified Stock” means, with respect to any Person, any Capital Stock of
such Person which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event: 

(1) matures or is mandatorily redeemable for cash or in exchange for Indebtedness pursuant to a sinking fund obligation or
otherwise; or 
 (2) is or may become (in accordance with its terms) upon the occurrence of certain events or otherwise
redeemable or repurchasable for cash or in exchange for Indebtedness at the option of the holder of the Capital Stock in whole or in part, 
 in each case
on or prior to the earlier of (a) the Stated Maturity of the Notes or (b) the date on which there are no Notes outstanding; provided, however, that (i) only the portion of Capital Stock which so matures or is mandatorily
redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date will be deemed to be Disqualified Stock and (ii) any Capital Stock that would constitute Disqualified Stock solely because
the holders thereof have the right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control or asset sale (howsoever defined or referred to) shall not constitute Disqualified Stock if any such redemption or
repurchase obligation is subject to compliance by the relevant Person with Section 3.3 hereof; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of the Company or its
Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Company or its Subsidiaries in order to satisfy applicable statutory or
regulatory obligations. 
 “Domestic Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such
Person other than a Foreign Subsidiary and not including Cott Investment LLC. 
 “DTC” means The Depository Trust Company
or any successor securities clearing agency. 
 “Eligible Equipment” means any equipment owned by the Company or any of its
Restricted Subsidiaries for which the full purchase price for such equipment has been paid. 
 “Eligible Inventory” means,
with respect to any Person, inventory (net of reserves for slow moving inventory) consisting of finished goods held for sale in the ordinary course of such Person’s business, that are located at such Person’s premises and replacement parts
and accessories inventory located at such Person’s premises. Eligible Inventory shall not include obsolete items, work-in-process, spare parts, supplies used or consumed in such Person’s business, bill and hold goods, defective goods, if
non-salable, “seconds,” and inventory acquired on consignment. 
 “Eligible Real Property” means real property in
each case that is owned directly, indirectly or beneficially by the Company or any of its Restricted Subsidiaries other than held by an Unrestricted Subsidiary. 

“Equity Offering” means a sale of Capital Stock (other than Disqualified Stock) of the Company other than offerings
registered on Form S-8 (or any successor form) under the Securities Act or any similar offering in other jurisdictions. 
 “Exchange
Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder, as amended. 

“Exchange Notes” means any notes issued in exchange for Notes pursuant to the Registration Rights Agreement or similar
agreement. 
 “Excluded Contribution” means Net Cash Proceeds or property or assets received by the Company as capital
contributions to the equity (other than through the issuance of Disqualified Stock) of the Company after the 

  
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Issue Date or from the issuance or sale (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Company or any Subsidiary of the Company for the
benefit of their employees to the extent funded by the Company or any Restricted Subsidiary) of Capital Stock (other than Disqualified Stock) of the Company, in each case, to the extent designated as an Excluded Contribution pursuant to an
Officer’s Certificate of the Company. 
 “fair market value” may be conclusively established by means of an
Officer’s Certificate or resolutions of the Board of Directors of the Company setting out such fair market value as determined by such Officer or such Board of Directors in good faith. 

“Fitch” means Fitch Ratings or any of its successors or assigns that is a Nationally Recognized Statistical Rating
Organization. 
 “Fixed Charge Coverage Ratio” means, with respect to any Person on any determination date, the ratio of
Consolidated EBITDA of such Person for the most recent four consecutive fiscal quarters ending immediately prior to such determination date for which internal consolidated financial statements are available to the Fixed Charges of such Person for
four consecutive fiscal quarters. In the event that the Company or any Restricted Subsidiary Incurs, assumes, Guarantees, redeems, defeases, retires or extinguishes any Indebtedness (other than Indebtedness incurred under any revolving credit
facility unless such Indebtedness has been permanently repaid and has not been replaced) or issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being
calculated but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Fixed Charge Coverage Ratio Calculation Date”), then the Fixed Charge Coverage Ratio (solely for
purposes of Incurring Indebtedness) shall be calculated giving pro forma effect to such Incurrence, assumption, Guarantee, redemption, defeasance, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified
Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period; provided, however, that the pro forma calculation shall not give effect to any Indebtedness Incurred on such determination
date pursuant Section 3.2(b) excluding Indebtedness Incurred pursuant to Sections 3.2(b)(4) and (5). 
 For
purposes of making the computation referred to above, any Investments, acquisitions, dispositions, mergers, consolidations and disposed operations that have been made by the Company or any of its Restricted Subsidiaries, during the four-quarter
reference period or subsequent to such reference period and on or prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions,
dispositions, mergers, consolidations and disposed or discontinued operations (and the change in any associated fixed charge obligations and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the four-quarter
reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Company or any of its Restricted Subsidiaries since the beginning of such period shall have made any
Investment, acquisition, disposition, merger, consolidation or disposed or discontinued operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma
effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation or disposed operation had occurred at the beginning of the applicable four-quarter period. 

For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be
made in good faith by a responsible financial or chief accounting officer of the Company (including cost savings; provided that (x) such cost savings are reasonably identifiable, reasonably attributable to the action specified and
reasonably anticipated to result from such actions and (y) such actions have been taken or initiated and the benefits resulting therefrom are anticipated by the Company to be realized within twelve (12) months). If any Indebtedness bears a
floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the entire
period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of
the Company to be the rate of interest implicit in such 

  
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Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed with a
pro forma basis shall be computed based on the Fixed Charge Coverage Ratio Calculation Date except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an interest rate based
upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Company may designate.

 “Fixed Charges” means, with respect to any Person for any period, the sum of: 

(1) Consolidated Interest Expense of such Person for such Period; 

(2) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred
Stock of any Subsidiary of such Person during such period; 
 (3) all cash dividends or other distributions paid (excluding
items eliminated in consolidation) on any series of Disqualified Stock during this period; and 
 (4) any interest expense on
Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon. 

“Foreign Subsidiary” means, with respect to any Person, any Subsidiary of such Person that is not organized or existing under
the laws of the United States, any state thereof or the District of Columbia and any Subsidiary of such Subsidiary. 

“GAAP” means generally accepted accounting principles in the United States of America as in effect on the Issue Date. Except
as otherwise set forth in this Indenture, all ratios and calculations based on GAAP contained in this Indenture shall be computed in accordance with GAAP. At any time after the Issue Date, the Company may elect to apply IFRS accounting principles in
lieu of GAAP and, upon any such election, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Indenture), including as to the ability of the Company to make an election pursuant to the previous
sentence; provided that any such election, once made, shall be irrevocable; provided, further, that any calculation or determination in this Indenture that require the application of GAAP for periods that include fiscal quarters
ended prior to the Company’s election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP; provided, further again, that the Company may only make such election if it also elects to report any
subsequent financial reports required to be made by the Company, including pursuant to Section 13 or Section 15(d) of the Exchange Act and Section 3.10 hereof, in IFRS. The Company shall give notice of any such election made in
accordance with this definition to the Trustee and the Holders. 
 “Governmental Authority” means any nation, sovereign or
government, any state, province, territory or other political subdivision thereof, and any entity or authority exercising executive, legislative, judicial, regulatory, self-regulatory or administrative
functions of or pertaining to government, including a central bank or stock exchange. 
 “Guarantee” means any obligation,
contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other Person, including any such obligation, direct or indirect, contingent or otherwise, of such Person: 

(1) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person
(whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to
take-or-pay or to maintain financial statement conditions or otherwise); or 

  
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 (2) entered into primarily for purposes of assuring in any other manner the
obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); 
 provided,
however, that the term “Guarantee” will not include (x) endorsements for collection or deposit in the ordinary course of business or consistent with past practice and (y) standard contractual indemnities or product
warranties provided in the ordinary course of business, and provided further that the amount of any Guarantee shall be deemed to be the lower of (i) an amount equal to the stated or determinable amount of the primary obligation in respect of
which such Guarantee is made and (ii) the maximum amount for which such guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Guarantee or, if such Guarantee is not an unconditional guarantee of the entire
amount of the primary obligation and such maximum amount is not stated or determinable, the amount of such guaranteeing Person’s maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith. 

“Guarantor” means the Company and any Restricted Subsidiary that Guarantees the Notes, until such Note Guarantee is released
pursuant to this Indenture. 
 “Hedging Obligations” means, with respect to any person, the obligations of such Person
under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contracts, currency swap agreement or similar
agreement providing for the transfer or mitigation of interest rate, commodity price or currency risks either generally or under specific contingencies. 

“Holder” means each Person in whose name the Notes are registered on the Registrar’s books, which shall initially be the
respective nominee of DTC. 
 “IFRS” means International Financial Reporting Standards as issued by the International
Accounting Standards Board. 
 “Immaterial Subsidiary’’ means, at any date of determination, each Restricted
Subsidiary of the Company that (i) has not guaranteed any other Indebtedness of the Company, the Issuer or another Guarantor, (ii) has Total Assets together with all other Immaterial Subsidiaries as of the last day of the then most recent
fiscal year of the Company for which financial statements have been delivered, of less than 5% of the Total Assets of the Company and the Restricted Subsidiaries at such date, determined on a pro forma basis giving effect to any acquisitions or
dispositions of companies, divisions or lines of business since the start of such four quarter period and on or prior to the date of determination and (iii) has consolidated revenues (other than revenues generated from the sale or license of
property between any of the Issuer and its Restricted Subsidiaries), together with all other Immaterial Subsidiaries for the then most recent fiscal year of the Company for which financial statements have been delivered, of less than 5% of the
consolidated revenues (other than revenues generated from the sale or license of property between any of the Company and its Restricted Subsidiaries) of the Company and the Restricted Subsidiaries for such period, determined on a pro forma basis
giving effect to any acquisitions or dispositions of companies, divisions or lines of business since the start of such four quarter period and on or prior to the date of determination). 

“Incur” means issue, create, assume, enter into any Guarantee of, incur, extend or otherwise become liable for;
provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) will be deemed to be Incurred by such
Restricted Subsidiary at the time it becomes a Restricted Subsidiary and the terms “Incurred” and “Incurrence” have meanings correlative to the foregoing and any Indebtedness pursuant to any revolving credit or similar facility
shall only be “Incurred” at the time any funds are borrowed thereunder. 
 “Indebtedness” means, with respect to
any Person on any date of determination (without duplication): 
 (1) the principal of indebtedness of such Person for
borrowed money; 

  
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 (2) the principal of obligations of such Person evidenced by bonds, debentures,
notes or other similar instruments; 
 (3) all reimbursement obligations of such Person in respect of letters of credit,
bankers’ acceptances or other similar instruments (the amount of such obligations being equal at any time to the aggregate then undrawn and unexpired amount of such letters of credit or other instruments plus the aggregate amount of drawings
thereunder that have been reimbursed) (except to the extent such reimbursement obligations relate to trade payables and such obligations are satisfied within 30 days of Incurrence); 

(4) the principal component of all obligations of such Person to pay the deferred and unpaid purchase price of property (except
trade payables), which purchase price is due more than one year after the date of placing such property in service or taking final delivery and title thereto; 

(5) Capitalized Lease Obligations of such Person; 

(6) the principal component of all obligations, or liquidation preference, of such Person with respect to any Disqualified
Stock or, with respect to any Restricted Subsidiary, any Preferred Stock (but excluding, in each case, any accrued dividends); 

(7) the principal component of all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not
such Indebtedness is assumed by such Person; provided, however, that the amount of such Indebtedness will be the lesser of (a) the fair market value of such asset at such date of determination (as determined in good faith by the
Company) and (b) the amount of such Indebtedness of such other Persons; 
 (8) Guarantees by such Person of the
principal component of Indebtedness of other Persons to the extent Guaranteed by such Person; and 
 (9) to the extent not
otherwise included in this definition, net obligations of such Person under Hedging Obligations (the amount of any such obligations to be equal at any time to the net payments under such agreement or arrangement giving rise to such obligation that
would be payable by such Person at the termination of such agreement or arrangement), 
 if and to the extent that any of the
foregoing Indebtedness (other than clause (3), (7), (8) or (9)) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP. 

The term “Indebtedness” shall not include any lease, concession or license of property (or Guarantee thereof) which would be considered an operating
lease under GAAP as in effect on the Issue Date, any prepayments of deposits received from clients or customers in the ordinary course of business or consistent with past practices, or obligations under any license, permit or other approval (or
Guarantees given in respect of such obligations) Incurred prior to the Issue Date or in the ordinary course of business or consistent with past practices. 

The amount of Indebtedness of any Person at any time in the case of a revolving credit or similar facility shall be the total amount of funds borrowed and
then outstanding. The amount of any Indebtedness outstanding as of any date shall be (a) the accreted value thereof in the case of any Indebtedness issued with original issue discount and (b) the principal amount of Indebtedness, or
liquidation preference thereof, in the case of any other Indebtedness. 
 Notwithstanding the above provisions, in no event shall the
following constitute Indebtedness: 
 (i) Contingent Obligations Incurred in the ordinary course of business or consistent
with past practices; 

  
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 (ii) Cash Management Services; 

(iii) in connection with the purchase by the Company or any Restricted Subsidiary of any business, any post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after
the closing; provided, however, that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid in a timely manner; 

(iv) for the avoidance of doubt, any obligations in respect of workers’ compensation claims, early retirement or
termination obligations, pension fund obligations or contributions or similar claims, obligations or contributions or social security or wage Taxes; or 

(v) Capital Stock (other than Disqualified Stock and Preferred Stock of Restricted Subsidiaries). 

“Indenture” means this Indenture as amended or supplemented from time to time. 

“Independent Financial Advisor” means an investment banking or accounting firm of international standing or any third party
appraiser of international standing; provided, however, that such firm or appraiser is not an Affiliate of the Company. 

“Initial Notes” has the meaning ascribed to it in the second introductory paragraph of this Indenture. 

“Initial Purchasers” means Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC,
Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC. 
 “Investment” means, with
respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of any direct or indirect advance, loan or other extensions of credit (other than advances or extensions of credit to customers, suppliers,
directors, officers or employees of any Person in the ordinary course of business or consistent with past practices, and excluding any debt or extension of credit represented by a bank deposit other than a time deposit) or capital contribution to
(by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or the Incurrence of a Guarantee of any obligation of, or any purchase or acquisition of Capital Stock,
Indebtedness or other similar instruments issued by, such other Persons and all other items that are or would be classified as investments on a balance sheet prepared on the basis of GAAP; provided, however, that endorsements of
negotiable instruments and documents in the ordinary course of business or consistent with past practices will not be deemed to be an Investment. If the Company or any Restricted Subsidiary issues, sells or otherwise disposes of any Capital Stock of
a Person that is a Restricted Subsidiary such that, after giving effect thereto, such Person is no longer a Restricted Subsidiary, any Investment by the Company or any Restricted Subsidiary in such Person remaining after giving effect thereto will
be deemed to be a new Investment at such time. 
 For purposes of Section 3.3 and Section 3.15 hereof: 

(1) “Investment” will include the portion (proportionate to the Company’s equity interest in a Restricted
Subsidiary to be designated as an Unrestricted Subsidiary) of the fair market value of the net assets of such Restricted Subsidiary of the Company at the time that such Restricted Subsidiary is designated an Unrestricted Subsidiary;
provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company will be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive)
equal to (a) the Company’s “Investment” in such Subsidiary at the time of such redesignation less (b) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net
assets (as conclusively determined by the Board of Directors of the Company in good faith) of such Subsidiary at the time that such Subsidiary is so re-designated a Restricted Subsidiary; and 

  
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 (2) any property transferred to or from an Unrestricted Subsidiary will be valued
at its fair market value at the time of such transfer, in each case as determined in good faith by the Board of Directors of the Company. 

“Investment Grade Status” shall occur when the Notes receive each of the following: 

(1) a rating of “BBB-” or higher from S&P; and 

(2) a rating of “Baa3” or higher from Moody’s; 

or the equivalent of such rating by either such rating organization or, if no rating of Moody’s or S&P then exists,
the equivalent of such rating by any other Nationally Recognized Statistical Ratings Organization. 
 “Issue Date” means
the date on which the Notes are first issued. 
 “Lien” means any mortgage, pledge, security interest, encumbrance, lien or
charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof). 

“Management Advances” means loans or advances made in the ordinary course of business or consistent with past practices to,
or Guarantees with respect to loans or advances made to, directors, officers, employees or consultants of the Company or any Restricted Subsidiary: 

(1) (a) in respect of travel, entertainment or moving related expenses Incurred in the ordinary course of business or
consistent with past practices or (b) for purposes of funding any such person’s purchase of Capital Stock (or similar obligations) of the Company or its Subsidiaries with (in the case of this sub-clause (b)) the approval of the Board
of Directors; and 
 (2) in respect of moving related expenses Incurred in connection with any closing or consolidation of
any facility or office. 
 “Moody’s” means Moody’s Investors Service, Inc. or any of its successors or assigns
that is a Nationally Recognized Statistical Rating Organization. 
 “Nationally Recognized Statistical Rating Organization”
means a nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act. 

“Net Available Cash” from an Asset Disposition means cash payments received (including any cash payments received by way of
deferred payment of principal pursuant to a note or installment receivable or otherwise and net proceeds from the sale or other disposition of any securities received as consideration, but only as and when received, but excluding any other
consideration received in the form of assumption by the acquiring person of Indebtedness or other obligations relating to the properties or assets that are the subject of such Asset Disposition or received in any other
non-cash form) therefrom, in each case net of: 
 (1) all legal, accounting,
investment banking, title and recording tax expenses, commissions and other fees and expenses Incurred, and all Taxes paid or reasonably estimated to be required to be paid or accrued as a liability under GAAP (including, for the avoidance of doubt,
any income, withholding and other Taxes payable as a result of the distribution of such proceeds to the Company and after taking into account any otherwise available tax credits or deductions and any tax sharing agreements), as a consequence of such
Asset Disposition; 

  
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 (2) all payments made on any Indebtedness which is secured by any assets subject
to such Asset Disposition, in accordance with the terms of any Lien upon such assets, or which by applicable law be repaid out of the proceeds from such Asset Disposition; 

(3) all distributions and other payments required to be made to minority interest holders (other than the Company or any of its
respective Subsidiaries) in Subsidiaries or joint ventures as a result of such Asset Disposition; 
 (4) the deduction of
appropriate amounts required to be provided by the seller as a reserve, on the basis of GAAP, against any liabilities associated with the assets disposed of in such Asset Disposition and retained by the Company or any Restricted Subsidiary after
such Asset Disposition; and 
 (5) any funded escrow established pursuant to the documents evidencing such sale or
disposition to secure any indemnification obligations or adjustments to the purchase price associated with any such sale or disposition. 

“Net Cash Proceeds,” with respect to any issuance or sale of Capital Stock, means the cash proceeds of such issuance or sale
net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, listing fees, discounts or commissions and brokerage, consultant and other fees and charges actually Incurred in connection with such issuance or
sale and net of Taxes paid or reasonably estimated to be actually payable as a result of such issuance or sale (including, for the avoidance of doubt, any income, withholding and other Taxes payable as a result of the distribution of such proceeds
to the Company and after taking into account any available tax credit or deductions and any tax sharing agreements). 

“Non-Guarantor” means any Restricted Subsidiary that is not the Issuer or a Guarantor. 

“Non-U.S. Person” means a Person who is not a U.S. Person (as defined in Regulation S). 

“Note Documents” means the Notes (including Additional Notes), the Note Guarantees and this Indenture. 

“Note Guarantee” means the joint and several unconditional guarantees of the obligations of the Issuer under the Notes and
Indenture on a senior unsecured basis by the Company and each Restricted Subsidiary that guarantees the Credit Agreement. 

“Notes” has the meaning ascribed to it in the second introductory paragraph of this Indenture. 

“Notes Custodian” means the custodian with respect to the Global Notes (as appointed by DTC), or any successor Person thereto
and shall initially be the Registrar. 
 “Obligations” means any principal, interest (including interest accruing on or
after the filing of any petition in bankruptcy or for reorganization relating to the Issuer or any Guarantor whether or not a claim for Post- Petition Interest is allowed in such proceedings), penalties, fees, indemnifications, reimbursements
(including, without limitation, reimbursement obligations with respect to letters of credit and bankers’ acceptances), damages and other liabilities payable under the documentation governing any Indebtedness. 

“Offering” means the offering of the Notes and the application of the proceeds thereof. 

“Offering Memorandum” means the final offering memorandum, dated June 10, 2014, relating to the Offering by the Issuer
of $525,000,000 aggregate principal amount of 5.375% Senior Notes due 2022 and any future offering memorandum relating to Additional Notes. 

“Officer” means, with respect to any Person, (1) the Chairman of the Board of Directors, the Chief Executive Officer,
the President, the Chief Financial Officer, any Vice President, the Treasurer, any Managing 

  
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Director, or the Secretary (a) of such Person or (b) if such Person is owned or managed by a single entity, of such entity, or (2) any other individual designated as an
“Officer” for the purposes of this Indenture by the Board of Directors of such Person. 
 “Officer’s
Certificate” means, with respect to any Person, a certificate signed by one Officer of such Person. 
 “Opinion of
Counsel” means a written opinion from legal counsel reasonably satisfactory to the Trustee. The counsel may be an employee of or counsel to the Company or its Subsidiaries. 

“Pari Passu Indebtedness” means Indebtedness of the Issuer which ranks equally in right of payment to the Notes or any
Guarantor if such Guarantee ranks equally in right of payment to the Guarantees of the Notes. 
 “Paying Agent” means any
Person authorized by the Issuer to pay the principal of (and premium, if any) or interest on any Note on behalf of the Issuer. 

“Permitted Asset Swap” means the concurrent purchase and sale or exchange of assets used or useful in a Similar Business or a
combination of such assets and cash, Cash Equivalents between the Company or any of its Restricted Subsidiaries and another Person; provided that any cash or Cash Equivalents received in excess of the value of any cash or Cash Equivalents
sold or exchanged must be applied in accordance with Section 3.5 hereof. 
 “Permitted Investment” means (in
each case, by the Company or any of its Restricted Subsidiaries): 
 (1) Investments in (a) a Restricted Subsidiary
(including the Capital Stock of a Restricted Subsidiary) or the Company or (b) a Person (including the Capital Stock of any such Person) that will, upon the making of such Investment, become a Restricted Subsidiary; 

(2) Investments in another Person if such Person is engaged in any Similar Business and as a result of such Investment such
other Person is merged, consolidated or otherwise combined with or into, or transfers or conveys all or substantially all its assets to, the Company or a Restricted Subsidiary; 

(3) Investments in cash or Cash Equivalents; 

(4) Investments in receivables owing to the Company or any Restricted Subsidiary created or acquired in the ordinary course of
business or consistent with past practices; 
 (5) Investments in payroll, travel and similar advances to cover matters that
are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business or consistent with past practices; 

(6) Management Advances not to exceed $5.0 million in amount outstanding at any time; 

(7) Investments received in settlement of debts created in the ordinary course of business or consistent with past practices
and owing to the Company or any Restricted Subsidiary or in exchange for any other Investment or accounts receivable held by the Company or any such Restricted Subsidiary, or as a result of foreclosure, perfection or enforcement of any Lien, or in
satisfaction of judgments or pursuant to any plan of reorganization or similar arrangement including upon the bankruptcy or insolvency of a debtor or otherwise with respect to any secured Investment or other transfer of title with respect to any
secured Investment in default; 
 (8) Investments made as a result of the receipt of
non-cash consideration from a sale or other disposition of property or assets, including an Asset Disposition; 

  
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 (9) Investments existing or pursuant to agreements or arrangements in effect on
the Issue Date and any modification, replacement, renewal or extension thereof; provided that the amount of any such Investment may not be increased except (a) as required by the terms of such Investment as in existence on the Issue Date
or (b) as otherwise permitted under this Indenture; 
 (10) Hedging Obligations, which transactions or obligations are
Incurred in compliance with Section 3.2 hereof; 
 (11) pledges or deposits with respect to leases or utilities
provided to third parties in the ordinary course of business or consistent with past practices or Liens otherwise described in the definition of “Permitted Liens” or made in connection with Liens permitted under Section 3.6
hereof; 
 (12) any Investment to the extent made using Capital Stock of the Company (other than Disqualified Stock) as
consideration; 
 (13) any transaction to the extent constituting an Investment that is permitted and made in accordance with
Section 3.8(b) hereof (except those described in Sections 3.8(b)(1), (3), (6), (7), (8) and (10)); 

(14) Investments consisting of purchases and acquisitions of inventory, supplies, materials and equipment or licenses or leases
of intellectual property, in any case, in the ordinary course of business or consistent with past practices and in accordance with this Indenture; 

(15) (i) Guarantees not prohibited by Section 3.2 hereof and (other than with respect to Indebtedness)
guarantees, keepwells and similar arrangements in the ordinary course of business or consistent with past practices and (ii) performance guarantees with respect to obligations incurred by the Company or any of its Restricted Subsidiaries that
are permitted by this Indenture; 
 (16) Investments consisting of earnest money deposits required in connection with a
purchase agreement, or letter of intent, or other acquisitions to the extent not otherwise prohibited by this Indenture; 

(17) Investments of a Restricted Subsidiary acquired after the Issue Date or of an entity merged into the Company or merged
into or consolidated with a Restricted Subsidiary after the Issue Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such
acquisition, merger or consolidation; 
 (18) Investments consisting of licensing of intellectual property pursuant to joint
marketing arrangements with other Persons; 
 (19) contributions to a “rabbi” trust for the benefit of employees or
other grantor trust subject to claims of creditors in the case of a bankruptcy of the Company; 
 (20) Investments in joint
ventures and Unrestricted Subsidiaries having an aggregate fair market value, when taken together with all other Investments made pursuant to this clause that are at the time outstanding, not to exceed $50.0 million (in each case, with the fair
market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); 

(21) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to
this clause (21) that are at that time outstanding, not to exceed the greater of (a) $100.0 million and (b) 6.75% of the Total Assets of the Company (with the fair market value of each Investment being measured at the time made and
without giving effect to subsequent changes in value) plus the amount of any distributions, dividends, payments or other returns in respect of such 

  
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Investments (without duplication for purposes of Section 3.3 of any amounts applied pursuant to Section 3.3(a)(iii)); provided that if such Investment is in Capital
Stock of a Person that subsequently becomes a Restricted Subsidiary, such Investment shall thereafter be deemed permitted under clause (1) or (2) above and shall not be included as having been made pursuant to this clause (21); 

(22) loans, advances and guarantees to or in favor of co-packers and other suppliers to assist them, by making plant
improvements or purchasing materials or equipment or otherwise, in meeting production requirements of the Company or any of its Subsidiaries in an amount not to exceed $25.0 million outstanding at any one time; and 

(23) Investments made pursuant to obligations entered into when the investment would have been permitted hereunder so long as
such Investment when made reduces the amount available under the clause under which the Investment would have been permitted. 

“Permitted Liens” means, with respect to any Person: 

(1) Liens on assets of the Company or any of its Restricted Subsidiaries securing Indebtedness and other obligations under the
Credit Facilities that were permitted by the terms of this Indenture to be incurred pursuant to Section 3.2(b)(1) and/or securing Hedging Obligations related thereto; 

(2) pledges, deposits or Liens under workmen’s compensation laws, unemployment insurance laws, social security laws or
similar legislation, or insurance related obligations (including pledges or deposits securing liability to insurance carriers under insurance or self-insurance arrangements), or in connection with bids,
tenders, completion guarantees, contracts (other than for borrowed money) or leases, or to secure utilities, licenses, public or statutory obligations, or to secure surety, indemnity, judgment, appeal or performance bonds, guarantees of government
contracts (or other similar bonds, instruments or obligations), or as security for the payment of rent, or other obligations of like nature, in each case Incurred in the ordinary course of business or consistent with past practices; 

(3) Liens imposed by law, including carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s
and repairmen’s or other like Liens; 
 (4) Liens for taxes, assessments or other governmental charges not yet
delinquent or which are being contested in good faith by appropriate proceedings; provided that appropriate reserves required pursuant to GAAP have been made in respect thereof; 

(5) encumbrances, ground leases, easements (including reciprocal easement agreements), survey exceptions, or reservations of,
or rights of others for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning, building codes or other restrictions (including minor defects or irregularities in title and similar
encumbrances) as to the use of real properties or Liens incidental to the conduct of the business of the Company and its Restricted Subsidiaries or to the ownership of their properties which do not in the aggregate materially adversely affect the
value of said properties or materially impair their use in the operation of the business of the Company and its Restricted Subsidiaries; 

(6) Liens (a) on assets or property of the Company or any Restricted Subsidiary securing Hedging Obligations or Cash
Management Services permitted under this Indenture; (b) that are contractual rights of set-off or, in the case of clause (i) or (ii) below, other bankers’ Liens (i) relating to treasury, depository and Cash Management
Services or any automated clearing house transfers of funds in the ordinary course of business or consistent with past practices and not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts to
permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business or consistent with past practices of the Company or any Subsidiary or (iii) relating to purchase orders and other agreements entered into with


  
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customers of the Company or any Restricted Subsidiary in the ordinary course of business or consistent with past practices; (c) on cash accounts securing Indebtedness incurred under
Section 3.2(b)(8)(iii) with financial institutions; (d) encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the
ordinary course of business or consistent with past practices and not for speculative purposes; and/or (e) (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and
(ii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) arising in the ordinary course of business or consistent with past practices in connection with the maintenance of such
accounts and (iii) arising under customary general terms of the account bank in relation to any bank account maintained with such bank and attaching only to such account and the products and proceeds thereof, which Liens, in any event, do not
to secure any Indebtedness; 
 (7) leases, licenses, subleases and sublicenses of assets (including real property and
intellectual property rights), in each case entered into in the ordinary course of business or consistent with past practices; 

(8) Liens arising out of judgments, decrees, orders or awards not giving rise to an Event of Default so long as any appropriate
legal proceedings which may have been duly initiated for the review of such judgment, decree, order or award have not been finally terminated or the period within which such proceedings may be initiated has not expired; 

(9) Liens arising from Uniform Commercial Code financing statement filings (or similar filings in other applicable
jurisdictions) regarding operating leases entered into by the Company and its Restricted Subsidiaries in the ordinary course of business or consistent with past practices; 

(10) Liens existing on the Issue Date, excluding Liens securing the Credit Agreement; 

(11) Liens on property, other assets or shares of stock of a Person at the time such Person becomes a Restricted Subsidiary (or
at the time the Company or a Restricted Subsidiary acquires such property, other assets or shares of stock, including any acquisition by means of a merger, consolidation or other business combination transaction with or into the Company or any
Restricted Subsidiary); provided, however, that such Liens are not created, Incurred or assumed in anticipation of or in connection with such other Person becoming a Restricted Subsidiary (or such acquisition of such property, other
assets or stock); provided, further, that such Liens are limited to all or part of the same property, other assets or stock (plus improvements, accession, proceeds or dividends or distributions in connection with the original property, other
assets or stock) that secured (or, under the written arrangements under which such Liens arose, could secure) the obligations to which such Liens relate; 

(12) Liens on assets or property of the Company or any Restricted Subsidiary securing Indebtedness or other obligations of the
Company or such Restricted Subsidiary owing to the Company or another Restricted Subsidiary, or Liens in favor of the Company or any Restricted Subsidiary; 

(13) Liens securing Refinancing Indebtedness Incurred to refinance Indebtedness that was previously so secured, and permitted
to be secured under this Indenture (other than any Liens securing the Credit Facility Incurred pursuant to Section 3.2(b)(1)); provided that any such Lien is limited to all or part of the same property or assets (any improvements,
replacements of such property or assets and additions and accessions thereto, after-acquired property subjected to a Lien securing Indebtedness and other obligations Incurred prior to such time and which Indebtedness and other obligations are
permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of
equipment provided by any lender, other equipment financed by such lender) that secured (or, under the written arrangements under which the original Lien arose, could secure) the Indebtedness being refinanced; 

  
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 (14) (a) mortgages, liens, security interests, restrictions, encumbrances or any
other matters of record that have been placed by any government, statutory or regulatory authority, developer, landlord or other third party on property over which the Company or any Restricted Subsidiary of the Company has easement rights or on any
leased property and subordination or similar arrangements relating thereto and (b) any condemnation or eminent domain proceedings affecting any real property; 

(15) any encumbrance or restriction (including put and call arrangements) with respect to Capital Stock of any joint venture or
similar arrangement pursuant to any joint venture or similar agreement; 
 (16) Liens on property or assets under
construction (and related rights) in favor of a contractor or developer or arising from progress or partial payments by a third party relating to such property or assets; 

(17) Liens arising out of conditional sale, title retention, hire purchase, consignment or similar arrangements for the sale of
goods entered into in the ordinary course of business or consistent with past practices; 
 (18) [reserved]; 

(19) Liens Incurred to secure Obligations in respect of any Indebtedness permitted by Section 3.2(b)(7);
provided that such Liens shall in no event extend to or cover any assets other than such assets acquired or constructed with the proceeds of such Capital Lease Obligations or Purchase Money Obligations (plus improvements, accession, proceeds or
dividends to or distributions in connection with the original assets); 
 (20) Liens on Capital Stock or other securities or
assets of any Unrestricted Subsidiary that secure Indebtedness of such Unrestricted Subsidiary; 
 (21) any security granted
over the marketable securities portfolio described in clause (9) of the definition of “Cash Equivalents” in connection with the disposal thereof to a third party; 

(22) Liens securing Indebtedness of Restricted Subsidiaries that are not Guarantors; 

(23) Liens on specific items of inventory of other goods and proceeds of any Person securing such Person’s obligations in
respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; 

(24) Liens on equipment of the Company or any Restricted Subsidiary and located on the premises of any client or supplier in
the ordinary course of business or consistent with past practices; 
 (25) Liens on assets or securities deemed to arise in
connection with and solely as a result of the execution, delivery or performance of contracts to sell such assets or securities if such sale is otherwise permitted by this Indenture; 

(26) Liens arising by operation of law or contract on insurance policies and the proceeds thereof to secure premiums
thereunder, and Liens, pledges and deposits in the ordinary course of business or consistent with past practices securing liability for premiums or reimbursement or indemnification obligations of (including obligations in respect of letters of
credit or bank guarantees for the benefits of) insurance carriers; 
 (27) Liens solely on any cash earnest money deposits
made in connection with any letter of intent or purchase agreement permitted hereunder; 

  
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 (28) Liens (i) on cash advances in favor of the seller of any property to be
acquired in an Investment permitted pursuant to Permitted Investments to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to sell any property in an asset sale permitted under
Section 3.5, in each case, solely to the extent such Investment or asset sale, as the case may be, would have been permitted on the date of the creation of such Lien; 

(29) Liens securing Indebtedness and other obligations (including Refinancing Indebtedness incurred in respect of Liens
Incurred under this clause (29)) in an aggregate principal amount not to exceed $100.0 million; 
 (30) Liens securing
industrial revenue bonds, pollution control bonds or similar types of tax-exempt bonds; 
 (31) Liens Incurred to secure
Obligations in respect of any Indebtedness permitted to be Incurred pursuant to Section 3.2; provided that, with respect to liens securing Obligations permitted under this clause, at the time of Incurrence and after giving pro forma
effect thereto, the Consolidated Total Secured Leverage Ratio would be no greater than 2.25 to 1.00; and 
 (32) Liens
securing Obligations under the Notes and Guarantees. 
 For purposes of this definition, the term Indebtedness shall be deemed to include interest on such
Indebtedness including interest which increases the principal amount of such Indebtedness. 
 In the event that a Permitted Lien meets the
criteria of more than one of the types of Permitted Liens (at the time of Incurrence or at a later date), the Company in its sole discretion may divide, classify or from time to time reclassify all or any portion of such Permitted Lien in any manner
that complies with this definition and such Permitted Lien shall be treated as having been made pursuant only to the clause or clauses of the definition of Permitted Lien to which such Permitted Lien has been classified or reclassified. 

“Person” means any individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization, limited liability company, government or any agency or political subdivision thereof or any other entity. 

“Post-Petition Interest” means any interest or entitlement to fees or expenses or other charges that accrue after the
commencement of any bankruptcy or insolvency proceeding, whether or not allowed or allowable as a claim in any such bankruptcy or insolvency proceeding. 

“Preferred Stock,” as applied to the Capital Stock of any Person, means Capital Stock of any class or classes (however
designated) which is preferred as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person. 

“Purchase Money Obligations” means any Indebtedness Incurred to finance or refinance the acquisition, leasing, construction
or improvement of property (real or personal) or assets (including Capital Stock), and whether acquired through the direct acquisition of such property or assets or the acquisition of the Capital Stock of any Person owning such property or assets,
or otherwise. 
 “QIB” means any “qualified institutional buyer” as such term is defined in Rule 144A. 

“Refinance” means refinance, refund, replace, renew, repay, modify, restate, defer, substitute, supplement, reissue, resell,
extend or increase (including pursuant to any defeasance or discharge mechanism) and the terms “refinances,” “refinanced” and “refinancing” as used for any purpose in this Indenture shall have a
correlative meaning. 

  
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 “Refinancing Indebtedness” means Indebtedness that is Incurred to Refinance
(including pursuant to any defeasance or discharge mechanism) any Indebtedness existing on the Issue Date or Incurred in compliance with this Indenture (including Indebtedness of the Company that refinances Indebtedness of any Restricted Subsidiary
and Indebtedness of any Restricted Subsidiary that refinances Indebtedness of the Company or another Restricted Subsidiary) including Indebtedness that refinances Refinancing Indebtedness; provided, however, that: 

(1) (a) such Refinancing Indebtedness has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is
Incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being Refinanced; and 

(b) to the extent such Refinancing Indebtedness refinances Subordinated Indebtedness, such Refinancing Indebtedness is
Subordinated Indebtedness; 
 (2) Refinancing Indebtedness shall not include: (i) Indebtedness, Disqualified Stock or
Preferred Stock of a Subsidiary of the Issuer that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or a Guarantor; or (ii) Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or
a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary; and 

(3) such Refinancing Indebtedness has an aggregate principal amount (or if Incurred with original issue discount, an aggregate
issue price) that is equal to or less than the aggregate principal amount (or if Incurred with original issue discount, the aggregate accreted value) then outstanding (plus fees and expenses, including any premium and defeasance costs) under the
Indebtedness being Refinanced. 
 Refinancing Indebtedness in respect of any Credit Facility or any other Indebtedness may be Incurred from
time to time after the termination, discharge or repayment of all or any part of any such Credit Facility or other Indebtedness. 

“Registration Rights Agreement” means the Registration Rights Agreement dated the Issue Date, among the Issuer, the
Guarantors and the Initial Purchasers. 
 “Regulation S” means Regulation S under the Securities Act. 

“Regulation S-X” means Regulation S-X under the Securities Act. 

“Restricted Investment” means any Investment other than a Permitted Investment. 

“Restricted Notes” means Initial Notes and Additional Notes bearing one of the restrictive legends described in
Section 2.1(d). 
 “Restricted Notes Legend” means the legend set forth in Section 2.1(d)(1). 

“Restricted Subsidiary” means any Subsidiary of the Company other than an Unrestricted Subsidiary. 

“Rule 144A” means Rule 144A under the Securities Act. 

“S&P” means Standard & Poor’s Investors Ratings Services or any of its successors or assigns that is a
Nationally Recognized Statistical Rating Organization. 
 “Sale and Leaseback Transaction” means any arrangement providing
for the leasing by the Company or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to a third Person in contemplation
of such leasing. 

  
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 “SEC” means the U.S. Securities and Exchange Commission or any successor
thereto. 
 “Secured Indebtedness” means any Indebtedness secured by a Lien other than Indebtedness with respect to Cash
Management Services. 
 “Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations
of the SEC promulgated thereunder, as amended. 
 “Significant Subsidiary” means any Restricted Subsidiary that would be a
“significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is
in effect on the Issue Date. 
 “Similar Business” means (a) any businesses, services or activities engaged in by the
Company or any of its Subsidiaries or any Associates on the Issue Date and (b) any businesses, services and activities engaged in by the Company or any of its Subsidiaries or any Associates that are related, complementary, incidental, ancillary
or similar to any of the foregoing, which shall include, but not be limited to, businesses, services or activities related to beverages, food, packing, co-packing and shipping thereof or are extensions or developments of any thereof. 

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the
payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision, but shall not include any contingent obligations to repay, redeem or repurchase any such principal prior to the date originally
scheduled for the payment thereof. 
 “Subordinated Indebtedness” means, with respect to any person, any Indebtedness
(whether outstanding on the Issue Date or thereafter Incurred) which is expressly subordinated in right of payment to the Notes pursuant to a written agreement. 

“Subsidiary” means, with respect to any Person: 

(1) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company
or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of
determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof; or 

(2) any partnership, joint venture, limited liability company or similar entity of which: 

(a) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited
partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited
partnership interests or otherwise; and 
 (b) such Person or any Subsidiary of such Person is a controlling general partner
or otherwise controls such entity. 
 “Taxes” means all present and future taxes, levies, imposts, deductions, charges,
duties and withholdings and any charges of a similar nature (including interest, penalties and other liabilities with respect thereto) that are imposed by any government or other taxing authority. 

“TIA” or “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended. 

  
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 “Total Assets” mean, as of any date, the total consolidated assets of the
Company and its Restricted Subsidiaries on a consolidated basis, as shown on the most recent consolidated balance sheet of the Company and its Restricted Subsidiaries, determined on a pro forma basis in a manner consistent with the pro
forma basis contained in the definition of Fixed Charge Coverage Ratio. 
 “Transfer Agent” shall have the meaning
ascribed thereto in the recitals to this Indenture. 
 “Treasury Rate” means the yield to maturity at the time of
computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) which has become publicly available at least two Business Days (but not more
than five Business Days) prior to the redemption date (or, if such statistical release is not so published or available, any publicly available source of similar market data selected by the Company in good faith)) most nearly equal to the period
from the redemption date to July 1, 2017; provided, however, that if the period from the redemption date to July 1, 2017 is not equal to the constant maturity of a United States Treasury security for which a weekly average
yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such
yields are given, except that if the period from the redemption date to such applicable date is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be
used. 
 “Trustee” means the party named as such in this Indenture until a successor replaces it and, thereafter, means the
successor. 
 “Trust Officer” means, when used with respect to the Trustee, any managing director, director, vice
president, assistant vice president, associate or any other officer within the corporate trust department of the Trustee who customarily performs functions similar to those performed by the above designated officers, and also shall mean with respect
to a particular corporate trust matter, any other officer to whom such matter is referred because of such person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this
Indenture. 
 “Unrestricted Subsidiary” means: 

(1) any Subsidiary of the Company that at the time of determination is an Unrestricted Subsidiary (as designated by the Board
of Directors of the Company in the manner provided below); 
 (2) Northeast Finco Inc., Northeast Retailer Brands, L.L.C.,
Cott IP Holdings Corp. and Cott NE Holdings Inc.; and 
 (3) any Subsidiary of an Unrestricted Subsidiary. 

The Board of Directors of the Company may designate any Subsidiary of the Company, respectively, (including any newly acquired or newly formed Subsidiary or a
Person becoming a Subsidiary through merger, consolidation or other business combination transaction, or Investment therein) to be an Unrestricted Subsidiary only if: 

(1) such Subsidiary or any of its Subsidiaries does not own any Capital Stock or Indebtedness of, or own or hold any Lien on
any property of, the Company or any other Subsidiary of the Company which is not a Subsidiary of the Subsidiary to be so designated or otherwise an Unrestricted Subsidiary; and 

(2) such designation and the Investment of the Company in such Subsidiary complies with Section 3.3 hereof. 

“U.S. Government Obligations” means securities that are (1) direct obligations of the United States of America for the
timely payment of which its full faith and credit is pledged or (2) obligations of a Person controlled 

  
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or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally Guaranteed as a full faith and credit obligation of the
United States of America, which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as
custodian with respect to any such U.S. Government Obligations or a specific payment of principal of or interest on any such U.S. Government Obligations held by such custodian for the account of the holder of such depositary receipt, provided
that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligations or
the specific payment of principal of or interest on the U.S. Government Obligations evidenced by such depositary receipt. 
 “Voting
Stock” of a Person means all classes of Capital Stock of such Person then outstanding and normally entitled to vote in the election of directors. 

“Weighted Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the
case may be, at any date, the quotient obtained by dividing: 
 (1) the sum of the products of the number of years from the
date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment, by

 (2) the sum of all such payments. 

SECTION 1.2. Other Definitions. 
  

			
	 Term
	  	Defined in
Section
	 “Additional Restricted Notes”
	  	2.1(b)
	 “Affiliate Transaction”
	  	3.8(a)
	 “Agent Members”
	  	2.1(e)(2)
	 “Asset Disposition Offer”
	  	3.5(b)
	 “Authenticating Agent”
	  	2.2
	 “Automatic Exchange”
	  	2.6(e)
	 “Automatic Exchange Date”
	  	2.6(e)
	 “Automatic Exchange Notice”
	  	2.6(e)
	 “Automatic Exchange Notice Date”
	  	2.6(e)
	 “Change of Control Offer”
	  	3.9(a)
	 “Change of Control Payment”
	  	3.9(a)
	 “Change of Control Payment Date”
	  	3.9(a)(2)


  
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	 Term
	  	Defined in
Section
	 “Covenant Defeasance”
	  	8.3
	 “Covenant Suspension Event”
	  	3.16(a)
	 “cross acceleration provision”
	  	6.1(4)(B)
	 “Defaulted Interest”
	  	2.12
	 “Event of Default”
	  	6.1
	 “Excess Proceeds”
	  	3.5(b)
	 “Exchange Global Note”
	  	2.1(b)
	 “Foreign Disposition”
	  	3.5(e)
	 “Global Notes”
	  	2.1(b)
	 “Guaranteed Obligations”
	  	10.1
	 “Increased Amount”
	  	3.6
	 “Initial Agreement”
	  	3.4(b)(14)
	 “Initial Lien”
	  	3.6
	 “Issuer Order”
	  	2.2
	 “judgment default provision”
	  	6.1(5)
	 “Legal Defeasance”
	  	8.2
	 “Legal Holiday”
	  	12.8
	 “Notes Register”
	  	2.3
	 “payment default”
	  	6.1(4)(A)
	 “Permitted Payments”
	  	3.3(b)
	 “protected purchaser”
	  	2.8
	 “Redemption Date”
	  	5.7(a)
	 “Refunding Capital Stock”
	  	3.3(b)(2)
	 “Registrar”
	  	2.3


  
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	 Term
	  	Defined in
Section
	 “Regulation S Global Note”
	  	2.1(b)
	 “Regulation S Notes”
	  	2.1(b)
	 “Resale Restriction Termination Date”
	  	2.6(b)
	 “Restricted Global Note”
	  	2.6(e)
	 “Restricted Payments”
	  	3.3(a)
	 “Restricted Period”
	  	2.1(b)
	 “Reversion Date”
	  	3.16(b)
	 “Rule 144A Global Note”
	  	2.1(b)
	 “Rule 144A Notes”
	  	2.1(b)
	 “Special Interest Payment Date”
	  	2.12(a)
	 “Special Record Date”
	  	2.12(a)
	 “Successor Company”
	  	4.1(a)(1)
	 “Suspended Covenants”
	  	3.16(a)
	 “Suspension Period”
	  	3.16(b)
	 “Unrestricted Global Note”
	  	2.6(e)

 SECTION 1.2 Incorporation by Reference of Trust Indenture Act. This Indenture is subject to certain
provisions of the TIA where specifically referenced, which are incorporated by reference in and made a part of this Indenture. The following TIA terms have the following meanings: 

“Commission” means the SEC. 

“indenture securities” means the Notes. 

“indenture security holder” means a Holder. 

“indenture trustee” or “institutional trustee” means the Trustee. 

“obligor” on the indenture securities means the Issuer and any other obligor on the indenture securities. 

All other TIA terms used in this Indenture that are defined by the TIA, defined in the TIA by reference to another statute or defined by SEC
rule have the meanings assigned to them by such definitions. 

  
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 SECTION 1.3 Rules of Construction. Unless the context otherwise requires: 

(1) a term has the meaning assigned to it; 

(2) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; 

(3) “or” is not exclusive; 

(4) “including” means including without limitation; 

(5) words in the singular include the plural and words in the plural include the singular; 

(6) “will” shall be interpreted to express a command; 

(7) whenever in this Indenture there is mentioned, in any context, principal, interest or any other amount payable under or
with respect to any Notes, such mention shall be deemed to include mention of the payment of Additional Interest, to the extent that, in such context, Additional Interest is, was or would be payable in respect thereof pursuant to the Notes,
provided, however, that the Trustee and the Paying Agent shall not be deemed to have knowledge of the requirement that Additional Interest is due unless the Trustee and the Paying Agent receive written notice from the Issuer stating
that such amounts are due and specifying the dollar amounts thereof; 
 (8) the principal amount of any non-interest bearing or other discount security at any date shall be the principal amount thereof that would be shown on a balance sheet of the issuer dated such date prepared in accordance with GAAP; 

(9) the principal amount of any preferred stock shall be (i) the maximum liquidation value of such preferred stock or
(ii) the maximum mandatory redemption or mandatory repurchase price with respect to such preferred stock, whichever is greater; 

(10) all amounts expressed in this Indenture or in any of the Notes in terms of money refer to the lawful currency of the
United States of America; 
 (11) the words “herein,” “hereof” and “hereunder” and other words
of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision; and 

(12) unless otherwise specifically indicated, the term “consolidated” with respect to any Person refers to such
Person consolidated with its Restricted Subsidiaries, and excludes from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such Person. 

ARTICLE II 
 THE NOTES 

SECTION 2.1 Form, Dating and Terms. 

(a) The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Initial Notes issued
on the date hereof will be in an aggregate principal amount of $525,000,000. In addition, the Issuer may issue, from time to time in accordance with the provisions of this Indenture, Additional Notes (as provided herein) and Exchange Notes.
Furthermore, Notes may be authenticated and delivered upon registration of transfer, exchange or in lieu of, other Notes pursuant to Sections 2.2, 2.6, 2.8, 2.10, 5.6 or 9.4, in connection with an Asset
Disposition Offer pursuant to Section 3.5 or in connection with a Change of Control Offer pursuant to Section 3.9. 

  
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 Notwithstanding anything to the contrary contained herein, the Issuer may not issue any
Additional Notes, unless such issuance is in compliance with Section 3.2. 
 With respect to any Additional Notes, the Issuer
shall set forth in either (1) a Board Resolution, (2) an Officer’s Certificate or (3) one or more indentures supplemental hereto, the following information: 

(A) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; 

(B) the issue price and the issue date of such Additional Notes, including the date from which interest shall accrue; and 

(C) whether such Additional Notes shall be Restricted Notes. 

In authenticating and delivering Additional Notes, the Trustee shall receive and shall be fully protected in conclusively relying upon, in
addition to the Opinion of Counsel and Officer’s Certificate required by Section 12.4, an Opinion of Counsel as to the due authorization, execution, delivery, validity and enforceability of such Additional Notes. 

The Initial Notes, the Additional Notes and the Exchange Notes shall be considered collectively as a single class for all purposes of this
Indenture; provided that Additional Notes will not be issued with the same CUSIP or ISIN, as applicable, as existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. Holders of the Initial
Notes, the Additional Notes and the Exchange Notes will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial Notes, the Additional Notes or the Exchange
Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. 
 If
any of the terms of any Additional Notes are established by action taken pursuant to Board Resolutions of the Issuer, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and
delivered to the Trustee at or prior to the delivery of the Officer’s Certificate or the indenture supplemental hereto setting forth the terms of the Additional Notes. 

The terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the
Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this
Indenture, the provisions of this Indenture shall govern and be controlling. 
 (b) The Initial Notes are being offered and sold by the
Issuer pursuant to a purchase agreement, dated June 10, 2014, among the Issuer, the Guarantors and the Initial Purchasers. The Initial Notes and any Additional Notes (if issued as Restricted Notes) (the “Additional Restricted
Notes”) will be resold initially only to (A) QIBs in reliance on Rule 144A and (B) Non-U.S. Persons in reliance on Regulation S. Such Initial Notes and Additional Restricted Notes
may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, in each case, in accordance with the procedure described herein. Additional Notes offered after the date hereof may be offered and sold by the
Issuer from time to time pursuant to one or more purchase agreements in accordance with applicable law. 
 Initial Notes and Additional
Restricted Notes offered and sold to QIBs in the United States of America in reliance on Rule 144A (the “Rule 144A Notes”) shall be issued in the form of a permanent global Note substantially in the form of
Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including 

  
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appropriate legends as set forth in Section 2.1(d) (the “Rule 144A Global Note”), deposited with the Registrar, as custodian for DTC, duly executed by the Issuer
and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC’s rules regarding the maximum principal amount to be represented by a single
certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Registrar, as custodian for DTC or its nominee, as hereinafter provided. 

Initial Notes and any Additional Restricted Notes offered and sold outside the United States of America (the “Regulation S
Notes”) in reliance on Regulation S shall be issued in the form of a permanent global Note substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the
“Regulation S Global Note”) within a reasonable period after the expiration of the Restricted Period (as defined below) upon delivery of the certification contemplated by Section 2.7. Each Regulation S Global
Note will be deposited upon issuance with, or on behalf of, the Registrar as custodian for DTC in the manner described in this Article II. Prior to the 40th day after the later of the commencement of the offering of the Initial
Notes and the Issue Date (such period through and including such 40th day, the “Restricted Period”), interests in the Regulation S Global Note may only be transferred to Non-U.S. persons
pursuant to Regulation S, unless exchanged for interests in a Global Note in accordance with the transfer and certification requirements described herein. 

Investors may hold their interests in the Regulation S Global Note through organizations other than Euroclear or Clearstream that are
participants in DTC’s system or directly through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations which are participants in such systems. If such interests are held through Euroclear or
Clearstream, Euroclear and Clearstream will hold such interests in the applicable Regulation S Global Note on behalf of their participants through customers’ securities accounts in their respective names on the books of their respective
depositaries. Such depositaries, in turn, will hold such interests in the applicable Regulation S Global Note in customers’ securities accounts in the depositaries’ names on the books of DTC. 

The Regulation S Global Note may be represented by more than one certificate, if so required by DTC’s rules regarding the maximum
principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Registrar, as custodian for DTC
or its nominee, as hereinafter provided. 
 Exchange Notes exchanged for interests in the Rule 144A Notes and the Regulation S Notes will be
issued in the form of a permanent global Note, substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend
set forth in Section 2.1(d) (the “Exchange Global Note”). The Exchange Global Note will be deposited upon issuance with, or on behalf of, the Trustee as custodian for DTC, duly executed by the Issuer and authenticated by the
Trustee as hereinafter provided. The Exchange Global Note may be represented by more than one certificate, if so required by DTC’s rules regarding the maximum principal amount to be represented by a single certificate. 

The Rule 144A Global Note, the Regulation S Global Note, and the Exchange Global Note are sometimes collectively herein referred to
as the “Global Notes.” 
 The principal of (and premium, if any) and interest and any Additional Interest, if any, on the
Notes shall be payable at the office or agency of Paying Agent designated by the Issuer maintained for such purpose (which shall initially be the office of the Agent maintained for such purpose), or at such other office or agency of the Issuer as
may be maintained for such purpose pursuant to Section 2.3; provided, however, that each installment of interest and Additional Interest, if any, may be paid (i) at the option of the Paying Agent, by check mailed to
addresses of the Persons entitled thereto as such addresses shall appear on the Notes Register or (ii) by wire transfer to an account located in the United States maintained by the payee, subject to the last sentence of this paragraph.
Payments in respect of Notes represented by a Global Note (including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Notes


  
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represented by Definitive Notes (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Notes represented by Definitive Notes
will be made in accordance with the Notes Register, or by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the
Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). 

The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on
Exhibit A and in Section 2.1(d). The Issuer shall approve any notation, endorsement or legend on the Notes. Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A
are part of the terms of this Indenture and, to the extent applicable, the Issuer, the Guarantors, the Trustee and the Agent, by their execution and delivery of this Indenture, expressly agree to be bound by such terms. 

(c) Denominations. The Notes shall be issuable only in fully registered form in minimum denominations of $2,000 and any integral
multiple of $1,000 in excess thereof. 
 (d) Restrictive Legends. Unless and until (i) an Initial Note or an Additional Note
issued as a Restricted Note is sold under an effective registration statement, (ii) an Initial Note or an Additional Note issued as a Restricted Note is exchanged for an Exchange Note in connection with an effective registration statement, in
each case pursuant to the Registration Rights Agreement or a similar agreement or (iii) the Issuer receive an opinion of counsel satisfactory to it to the effect that neither such legend nor the related restrictions on transfer are required in
order to maintain compliance with the provisions of the Securities Act: 
 (1) the Rule 144A Global Note and the
Regulation S Global Note shall bear the following legend on the face thereof: 
 THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN
THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS NOTIFIED THAT THE SELLER MAY BE RELYING ON THE
EXEMPTION FROM SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING ITS SECURITY IN AN “OFFSHORE TRANSACTION” PURSUANT TO RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT PRIOR TO (X) THE DATE
WHICH IS ONE YEAR (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS SECURITY) OR THE LAST DAY ON
WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW (THE “RESALE RESTRICTION TERMINATION DATE”),
OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES 

  
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FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES
TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES
THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE ISSUER, THE TRUSTEE AND THE REGISTRAR SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION, ALL IN FORM AND SUBSTANCE SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER
AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. 

In the case of the Regulation S Global Note: 

BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND
IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT. 
 BY ITS ACQUISITION OF THIS
SECURITY THE HOLDER AND ANY SUBSEQUENT TRANSFEREE HEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (I) THE PURCHASER IS NOT ACQUIRING OR HOLDING SUCH NOTE OR AN INTEREST THEREIN WITH THE ASSETS OF (A) AN “EMPLOYEE
BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF ERISA) THAT IS SUBJECT TO ERISA, (B) A “PLAN” DESCRIBED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (C) ANY ENTITY
DEEMED TO HOLD “PLAN ASSETS” OF ANY OF THE FOREGOING BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN SUCH ENTITY OR (D) A GOVERNMENTAL PLAN OR CHURCH PLAN SUBJECT TO SUCH PROVISIONS THAT ARE SIMILAR TO SUCH
PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWS”) OR (II) THE ACQUISITION AND HOLDING OF SUCH NOTE BY THE PURCHASER, THROUGHOUT THE PERIOD THAT IT HOLDS SUCH NOTE AND THE DISPOSITION OF SUCH NOTE OR AN INTEREST
THEREIN WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, A BREACH OF FIDUCIARY DUTY UNDER ERISA OR A VIOLATION OF ANY
PROVISIONS OF ANY APPLICABLE SIMILAR LAW. 
 (2) Each Global Note, whether or not an Initial Note, shall bear the following
legend on the face thereof: 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN 

  
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AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR
SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. 

(e) Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global
Notes deposited with the Trustee, as custodian for DTC. 
 (1) Each Global Note initially shall (x) be registered in the
name of DTC or the nominee of DTC, (y) be delivered to the Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Note (but not a beneficial interest therein) will be limited to
transfers thereof in whole, but not in part, to DTC, its successors or its respective nominees, except as set forth in Section 2.1(e)(4) and 2.1(f). If a beneficial interest in a Global Note is transferred or exchanged for a
beneficial interest in another Global Note, the Notes Custodian will (x) record a decrease in the principal amount of the Global Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record
a like increase in the principal amount of the other Global Note. Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in another Global Note, or exchanged for an interest in
another Global Note, will, upon transfer or exchange, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and
other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. 

(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with
respect to any Global Note held on their behalf by DTC or by the Notes Custodian as the custodian of DTC or under such Global Note, and DTC may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of
such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization
furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a holder of a beneficial interest in any Global Note. 

(3) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to
Section 2.1(f) to beneficial owners who are required to hold Definitive Notes, the Notes Custodian shall reflect on its books and records the date and a decrease in the principal amount of such Global Note in an amount equal to the
principal amount of the beneficial interest in the Global Note to be transferred, and the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Notes of like tenor and amount. 

(4) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.1(f), such
Global Note shall be deemed to be surrendered to the Registrar for cancellation, and the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its
beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. 

  
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 (5) The registered Holder of a Global Note may grant proxies and otherwise
authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. 

(6) Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such
Global Note may be effected only through a book-entry system maintained by (i) the Holder of such Global Note (or its agent) or (ii) any holder of a beneficial interest in such Global Note, and that
ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. 
 (f) Definitive Notes.
(ii) Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a
Global Note if (A) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered
in order to act as depositary, and in each case a successor depositary is not appointed by the Issuer within 90 days of such notice, (B) the Issuer in its sole discretion executes and deliver to the Trustee and Registrar an Officer’s
Certificate stating that such Global Note shall be so exchangeable or (C) an Event of Default has occurred and is continuing and the Trustee and the Registrar has received a written request from DTC. In the event of the occurrence of any of the
events specified in the second preceding sentence or in clause (A), (B) or (C) of the preceding sentence, the Issuer shall promptly make available to the Trustee or the Authenticating Agent a reasonable supply of Definitive Notes. In
addition, any Note transferred to an affiliate (as defined in Rule 405 under the Securities Act) of the Issuer or evidencing a Note that has been acquired by an affiliate in a transaction or series of transactions not involving any public
offering must, until one year after the last date on which either the Issuer or any affiliate of the Issuer was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in
Section 2.1(d). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with
DTC’s and the Registrar’s procedures. 
 (1) Any Definitive Note delivered in exchange for an interest in a Global
Note pursuant to Section 2.1(e) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.1(d). 

(2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Registrar will
(x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the
entire principal amount of the canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so
transferred. 
 (3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Registrar will
cancel the Definitive Note being transferred or exchanged, (y) the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate
principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or
Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery to the
Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes, registered in the name of the Holder thereof. 

  
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 (4) Notwithstanding anything to the contrary in this Indenture, in no event shall
a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Regulation S Global Note prior to the end of the Restricted Period. 

SECTION 2.2 Execution and Authentication. One Officer shall sign the Notes for the Issuer by manual or facsimile signature. If the
Officer whose signature is on a Note no longer holds that office at the time the Trustee or Authenticating Agent authenticates the Note, the Note shall be valid nevertheless. 

A Note shall not be valid until an authorized officer of the Trustee or the Authenticating Agent manually authenticates the Note. The
signature of the Trustee or the Authenticating Agent on a Note shall be conclusive evidence that such Note has been duly and validly authenticated and issued under this Indenture. A Note shall be dated the date of its authentication. 

At any time and from time to time after the execution and delivery of this Indenture, the Authenticating Agent shall authenticate and make
available for delivery: (1) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $525,000,000, (2) subject to the terms of this Indenture, Additional Notes for original issue in an unlimited principal
amount, (3) Exchange Notes for issue only in an exchange offer pursuant to the Registration Rights Agreement or upon resale under an effective shelf registration statement, and only in exchange for Initial Notes or Additional Notes of an equal
principal amount and (4) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of an Unrestricted Global Note, in each case upon a written order of the Issuer signed by one Officer (the “Issuer
Order”). Such Issuer Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the
holder of the Notes and whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes. 
 The Trustee may appoint an agent
(the “Authenticating Agent”) reasonably acceptable to the Issuer to authenticate the Notes and the Trustee initially appoints Wells Fargo Bank, National Association as Authentication Agent. Any such appointment shall be evidenced by
an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this
Indenture to authentication by the Trustee includes authentication by the Authenticating Agent. An Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. 

In case the Issuer or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated or
merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger,
or into which the Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee and
Agent pursuant to Article IV, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall not be required), from time to time, at the request of the
successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes
surrendered for such exchange and of like principal amount; and the Trustee, upon the Issuer Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. If
Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option
of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name. 

SECTION 2.3 Registrar and Paying Agent. The Issuer shall maintain an office or agency where Notes may be presented for registration of
transfer or for exchange (the “Registrar”) and an office or agency where Notes may be presented for payment. The Registrar shall keep a register of the Notes and of their transfer and exchange (the “Notes
Register”). The Issuer may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent and the term
“Registrar” includes any co-registrar. 

  
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 The Issuer shall advise the Paying Agent in writing five Business Days prior to any interest
payment date of any Additional Interest payable pursuant to the Registration Rights Agreement. The Issuer shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the
terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee in writing of the name and address of each such agent. If the Issuer fails to maintain a Registrar or
Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Issuer or any Guarantor may act as Paying Agent, Registrar or transfer agent. 

The Issuer initially appoints Wells Fargo Bank, National Association as Registrar, Paying Agent and Transfer Agent for the Notes. The Issuer
may change any Agent without prior notice to the Holders, but upon written notice to such Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) acceptance of any appointment by a
successor as evidenced by an appropriate agreement entered into by the Issuer and such successor Agent, as the case may be, and delivered to the Trustee and the passage of any waiting or notice periods required by DTC procedures or (ii) written
notification to the Trustee that the Trustee shall serve as Agent until the appointment of a successor in accordance with clause (i) above. The Agent may resign at any time upon written notice to the Issuer and the Trustee. 

SECTION 2.4 Paying Agent To Hold Money in Trust. By no later than 10:00 a.m. (Eastern time) on the date on which any principal of,
premium, if any, or interest on any Note is due and payable, the Issuer shall deposit with the Paying Agent a sum sufficient in immediately available funds to pay such principal, premium or interest when due or at the option of the Paying Agent,
payment of interest and Additional Interest, if any, may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders; provided that all payments of principal, premium, if any,
interest and Additional Interest, if any, with respect to the Notes represented by one or more Global Notes registered in the name of DTC or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the
Holder or Holders thereof. The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by such Paying Agent for the
payment of principal of, premium, if any, or interest on the Notes (whether such assets have been distributed to it by the Issuer or other obligors on the Notes), shall notify the Trustee in writing of any default by the Issuer or any Guarantor in
making any such payment and shall during the continuance of any default by the Issuer (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith deliver to the
Trustee all sums held in trust by such Paying Agent for payment in respect of the Notes together with a full accounting thereof. If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it shall segregate the money held by it as Paying
Agent and hold it as a separate trust fund. The Issuer at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee and to account for any funds or assets disbursed by such Paying Agent. Upon complying
with this Section 2.4, the Paying Agent (if other than the Issuer or a Subsidiary of the Issuer) shall have no further liability for the money delivered to the Trustee. Upon any bankruptcy, reorganization or similar proceeding with
respect to the Issuer, the Trustee shall serve as Paying Agent for the Notes. 
 SECTION 2.5 Holder Lists. The Trustee shall preserve
in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders and shall otherwise comply with TIA Section 3.12(a). If the Trustee is not the Registrar, or to the extent otherwise
required under the TIA, the Issuer, on their own behalf and on behalf of each of the Guarantors, shall furnish or cause the Registrar to furnish to the Trustee, in writing at least five Business Days before each interest payment date and at such
other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders and the Issuer shall otherwise comply with TIA Section 3.12(a). 

  
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 SECTION 2.6 Transfer and Exchange. 

(a) A Holder may transfer a Note (or a beneficial interest therein) to another Person or exchange a Note (or a beneficial interest therein) for
another Note or Notes of any authorized denomination by presenting to the Transfer Agent a written request therefor stating the name of the proposed transferee or requesting such an exchange, accompanied by any certification, opinion or other
document required by this Section 2.6. The Transfer Agent will promptly register any transfer or exchange that meets the requirements of this Section 2.6 by noting the same in the Notes Register maintained by the Registrar
for the purpose, and no transfer or exchange will be effective until it is registered in such Notes Register. The transfer or exchange of any Note (or a beneficial interest therein) may only be made in accordance with this Section 2.6
and Section 2.1(e) and 2.1(f), as applicable, and, in the case of a Global Note (or a beneficial interest therein), the applicable rules and procedures of DTC, Euroclear and Clearstream. The Registrar shall refuse to register any
requested transfer or exchange that does not comply with this paragraph. 
 (b) Transfers of Rule 144A Notes. The following
provisions shall apply with respect to any proposed registration of transfer of a Rule 144A Note prior to the date that is one year after the later of the date of its original issue and the last date on which the Issuer or any Affiliate of the
Issuer was the owner of such Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”): 

(1) a registration of transfer of a Rule 144A Note or a beneficial interest therein to a QIB shall be made upon the
representation of the transferee in the form as set forth on the reverse of the Note that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a
“qualified institutional buyer” within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the
undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided
by Rule 144A; provided that no such written representation or other written certification shall be required in connection with the transfer of a beneficial interest in the Rule 144A Global Note to a transferee in the form of a
beneficial interest in that Rule 144A Global Note in accordance with this Indenture and the applicable procedures of DTC. 

(2) a registration of transfer of a Rule 144A Note or a beneficial interest therein to a
Non-U.S. Person shall be made upon receipt by the Registrar or its agent of a certificate substantially in the form set forth in Section 2.9 from the proposed transferee and the delivery of an
Opinion of Counsel, certification and/or other information satisfactory to it. 
 (c) Transfers of Regulation S Notes. The
following provisions shall apply with respect to any proposed transfer of a Regulation S Note prior to the expiration of the Restricted Period: 

(1) a transfer of a Regulation S Note or a beneficial interest therein to a QIB shall be made upon the representation of
the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a
“qualified institutional buyer” within the meaning of Rule 144A, is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned
has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by
Rule 144A; and 
 (2) a transfer of a Regulation S Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Registrar or its agent of a certificate substantially in the form set forth in Section 2.9 hereof from the proposed transferee and receipt by the
Registrar or its agent of an Opinion of Counsel, certification and/or other information satisfactory to the Issuer. 

  
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 After the expiration of the Restricted Period, interests in the Regulation S Note may be
transferred in accordance with applicable law without requiring the certification set forth in Section 2.8, Section 2.9, Section 2.10 or any additional certification. 

(d) Restricted Notes Legend. Upon the transfer, exchange or replacement of Notes not bearing a Restricted Notes Legend, the Registrar
shall deliver Notes that do not bear a Restricted Notes Legend. Upon the transfer, exchange or replacement of Notes bearing a Restricted Notes Legend, the Registrar shall deliver only Notes that bear a Restricted Notes Legend unless (1) Initial
Notes are being exchange for Exchange Notes in an exchange offer pursuant to the Registration Rights Agreement, in which case the Exchange Notes shall not bear the Restricted Notes Legend, (2) an Initial Note is being transferred pursuant to a
shelf registration statement or other effective registration statement, (3) Initial Notes are being exchanged for Notes that do not bear the Restricted Notes Legend in accordance with Section 2.6(e) or (4) there is delivered to
the Registrar an Opinion of Counsel reasonably satisfactory to the Issuer and the Registrar to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the
Securities Act. Any Additional Notes sold in a registered offering shall not be required to bear the Restricted Notes Legend. 
 (e)
Automatic Exchange from Global Note Bearing Restricted Notes Legend to Global Note Not Bearing Restricted Notes Legend. Upon the Issuer’s satisfaction that the Restricted Notes Legend shall no longer be required in order to maintain
compliance with the Securities Act, beneficial interests in a Global Note bearing the Restricted Notes Legend (a “Restricted Global Note”) may be automatically exchanged into beneficial interests in a Global Note not bearing the
Restricted Notes Legend (an “Unrestricted Global Note”) without any action required by or on behalf of the Holder (the “Automatic Exchange”) at any time on or after the date that is the 366th calendar day after
(1) with respect to the Notes issued on the Issue Date, the Issue Date or (2) with respect to Additional Notes, if any, the issue date of such Additional Notes, or, in each case, if such day is not a Business Day, on the next succeeding
Business Day (the “Automatic Exchange Date”). Upon the Issuer’s satisfaction that the Restricted Notes Legend shall no longer be required in order to maintain compliance with the Securities Act, the Issuer shall
(i) provide written notice to DTC and the Trustee and Registrar at least fifteen (15) calendar days prior to the Automatic Exchange Date, instructing DTC to exchange all of the outstanding beneficial interests in a particular Restricted
Global Note to the Unrestricted Global Note, which the Issuer shall have previously otherwise made eligible for exchange with the DTC, (ii) provide prior written notice (the “Automatic Exchange Notice”) to each Holder at such
Holder’s address appearing in the register of Holders at least fifteen (15) calendar days prior to the Automatic Exchange Date (the “Automatic Exchange Notice Date”), which notice must include (w) the Automatic
Exchange Date, (x) the section of this Indenture pursuant to which the Automatic Exchange shall occur, (y) the “CUSIP” number of the Restricted Global Note from which such Holder’s beneficial interests will be transferred
and (z) the “CUSIP” number of the Unrestricted Global Note into which such Holder’s beneficial interests will be transferred, and (iii) on or prior to the Automatic Exchange Date, deliver to the Trustee for authentication
one or more Unrestricted Global Notes, duly executed by the Issuer and an Issuer Order requesting the Trustee to authenticate, in an aggregate principal amount equal to the aggregate principal amount of Restricted Global Notes to be exchanged into
such Unrestricted Global Notes. At the Issuer’s written request on no less than five (5) calendar days’ notice prior to the Automatic Exchange Notice Date, the Trustee shall deliver, in the Issuer’s names and at their expense,
the Automatic Exchange Notice to each Holder at such Holder’s address appearing in the register of Holders; provided that the Issuer has delivered to the Trustee the information required to be included in such Automatic Exchange Notice.

 Notwithstanding anything to the contrary in this Section 2.6(e), during the fifteen (15) calendar day period prior to
the Automatic Exchange Date, no transfers or exchanges other than pursuant to this Section 2.6(e) shall be permitted without the prior written consent of the Issuer. As a condition to any Automatic Exchange, the Issuer shall provide, and
the Trustee shall be entitled to conclusively rely upon, an Officer’s Certificate and Opinion of Counsel to the Issuer to the effect that the Automatic Exchange shall be effected in compliance with the Securities Act and that the restrictions
on transfer contained herein and in the Restricted Notes Legend shall no longer be required in order to maintain compliance with the Securities Act and that the aggregate principal amount of the particular Restricted Global Note is to be transferred
to the particular Unrestricted Global Note by adjustment made on the records of the Trustee, as custodian for the depositary to reflect the Automatic Exchange. Upon such 

  
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exchange of beneficial interests pursuant to this Section 2.6(e), the aggregate principal amount of the Global Notes shall be increased or decreased by adjustments made on the records
of the Trustee, as custodian for the depositary, to reflect the relevant increase or decrease in the principal amount of such Global Note resulting from the applicable exchange. The Restricted Global Note from which beneficial interests are
transferred pursuant to an Automatic Exchange shall be cancelled following the Automatic Exchange. 
 (f) Retention of Written
Communications. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.1 or this Section 2.6. The Issuer shall have the right to inspect and make copies
of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable prior written notice to the Registrar. 

(g) Obligations with Respect to Transfers and Exchanges of Notes. To permit registrations of transfers and exchanges, the Issuer shall,
subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Issuer’s and Registrar’s written request. 

No service charge shall be made to a Holder for any registration of transfer or exchange, but the Issuer may require the Holder to pay a sum
sufficient to cover any transfer tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to
Sections 2.2, 2.6, 2.8, 2.10, 3.5, 5.6 or 9.4). 
 The Issuer (and the Registrar)
shall not be required to register the transfer of or exchange of any Note (A) for a period beginning (1) 15 calendar days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on
the day of such mailing or (2) 15 calendar days before an interest payment date and ending on such interest payment date or (B) called for redemption, except the unredeemed portion of any Note being redeemed in part. 

Prior to the due presentation for registration of transfer of any Note, the Issuer, the Trustee, the Paying Agent or the Registrar may deem
and treat the person in whose name a Note is registered as the owner of such Note for the purpose of receiving payment of principal of, premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibits A
and B) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the Issuer, the Trustee, the Paying Agent or the
Registrar shall be affected by notice to the contrary. 
 Any Definitive Note delivered in exchange for an interest in a Global Note
pursuant to Section 2.1(f) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d). 

All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to
the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. 
 (h) No Obligation of the Trustee.
(1) Neither the Trustee nor the Registrar shall have any responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in, DTC or other Person with respect to the accuracy of the records of DTC or its
nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than DTC) of any notice (including any notice of
redemption or purchase) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in
respect of the Notes shall be given or made only to or upon the order of the registered Holders (which shall be DTC or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through DTC
subject to the applicable rules and procedures of DTC. The Trustee may conclusively rely and shall be fully protected in conclusively relying upon information furnished by DTC with respect to its members, participants and any beneficial owners. 


  
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 Neither the Trustee nor the Registrar shall have any obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among DTC participants, members or
beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine
the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee, the Registrar nor any of their respective agents shall have any responsibility or liability for any actions taken or not taken by DTC.

 SECTION 2.7 Form of Certificate To Be Delivered in Connection with Transfers Pursuant to Regulation S. 

[Date] 
 Cott Corporation 

5519 W. Idlewild Avenue 
 Tampa, Florida 33634 

Attention: Jason Ausher 
 Facsimile: 813-881-1870 

Wells Fargo Bank, National Association, as Trustee, Registrar and Transfer Agent 

7000 Central Parkway, Suite 550 
 Atlanta, GA 30328 

Attention: Corporate Trust Services – Administrator for Cott Beverages Inc. 

Phone: 770-551-5117 
  

	Re:	Cott Beverages Inc. (the “Issuer”) 

 5.375% Senior Notes due 2022 (the
“Notes”) 
 Ladies and Gentlemen: 

In connection with our proposed sale of
$[                    ] aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to and in accordance with
Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that: 

(a) the offer of the Notes was not made to a person in the United States; 

(b) either (i) at the time the buy order was originated, the transferee was outside the United States or we and any person
acting on our behalf reasonably believed that the transferee was outside the United States or (ii) the transaction was executed in, on or through the facilities of a designated off-shore securities market
and neither we nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States; 

(c) no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(a)(2)
or Rule 904(a)(2) of Regulation S, as applicable; and 
 (d) the transaction is not part of a plan or scheme to
evade the registration requirements of the Securities Act. 

  
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 In addition, if the sale is made during a restricted period and the provisions of
Rule 903(b)(2), Rule 903(b)(3) or Rule 904(b)(1) of Regulation S are applicable thereto, we confirm that such sale has been made in accordance with the applicable provisions of Rule 903(b)(2), Rule 903(b)(3) or
Rule 904(b)(1), as the case may be. 
 We also hereby certify that we [are][are not] an Affiliate of the Issuer and, to our knowledge,
the transferee of the Notes [is][is not] an Affiliate of the Issuer. 
 The Trustee, Registrar and the Issuer are entitled to conclusively
rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this
certificate have the meanings set forth in Regulation S. 
  

			
	Very truly yours,
	
	[Name of Transferor]
		
	By:	 	  

	Authorized Signature


 SECTION 2.8 Mutilated, Destroyed, Lost or Stolen Notes. If a mutilated Note is surrendered to the
Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Note if the requirements of
Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) satisfies the Issuer and the Trustee that such Note has been lost, destroyed or wrongfully taken within a reasonable
time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar has not registered a transfer prior to receiving such notification, (b) makes such request to the Issuer and the Trustee and the Registrar prior to
the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”), (c) satisfies any other reasonable requirements
of the Trustee and the Registrar and (d) provides an indemnity bond, as more fully described below; provided, however, if after the delivery of such replacement Note, a protected purchaser of the Note for which such replacement
Note was issued presents for payment or registration such replaced Note, the Trustee and the Registrar and/or the Issuer shall be entitled to recover such replacement Note from the Person to whom it was issued and delivered or any Person taking
therefrom, except a protected purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Trustee or the Registrar in connection
therewith. Such Holder shall furnish an indemnity bond sufficient in the judgment of the (i) Trustee to protect the Trustee (ii) Agent to protect the Agent and (iii) the Issuer to protect the Issuer, the Trustee and the Agent, from
any loss which any of them may suffer if a Note is replaced, and, in the absence of notice to the Issuer, any Guarantor or the Trustee or the Registrar that such Note has been acquired by a protected purchaser, the Issuer shall execute, and upon
receipt of an Issuer Order, the Trustee shall authenticate and make available for delivery, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a
number not contemporaneously outstanding. 
 In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due
and payable, the Issuer in its discretion may, instead of issuing a new Note, pay such Note. 
 Upon the issuance of any new Note pursuant
to this Section 2.8, the Issuer may require that such Holder pay a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of counsel
and of the Trustee and Agent) in connection therewith. 
 Subject to the proviso in the initial paragraph of this Section 2.8,
every new Note issued pursuant to this Section 2.8, in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual 

  
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obligation of the Issuer, any Guarantor (if applicable) and any other obligor upon the Notes, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by
anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. 

The provisions of this Section 2.8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with
respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes. 
 SECTION 2.9 Outstanding Notes. Notes
outstanding at any time are all Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.8 and those described in this Section 2.9 as not
outstanding. A Note does not cease to be outstanding in the event the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that (i) for purposes of determining which are outstanding for consent or voting
purposes hereunder, the provisions of Section 12.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are
present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum,
consent or vote, only Notes which a Trust Officer of the Trustee or the Registrar actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. 

If a Note is replaced pursuant to Section 2.8 (other than a mutilated Note surrendered for replacement), it ceases to be
outstanding unless the Trustee or the Registrar and the Issuer receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant
to Section 2.8. 
 If the Paying Agent holds in trust, in accordance with this Indenture, on a Redemption Date or maturity date,
money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such
money to the Holders on that date pursuant to the terms of this Indenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue. 

SECTION 2.10 Temporary Notes. In the event that Definitive Notes are to be issued under the terms of this Indenture, until such
Definitive Notes are ready for delivery, the Issuer may prepare and the Trustee or Authenticating Agent shall authenticate temporary Notes. Temporary Notes shall be substantially in the form, and shall carry all rights, of Definitive Notes but may
have variations that the Issuer considers appropriate for temporary Notes. Without unreasonable delay, the Issuer shall prepare and the Trustee or Authenticating Agent shall authenticate Definitive Notes. After the preparation of Definitive Notes,
the temporary Notes shall be exchangeable for Definitive Notes upon surrender of the temporary Notes at any office or agency maintained by the Issuer for that purpose and such exchange shall be without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Notes, the Issuer shall execute, and the Trustee or Authenticating Agent shall, upon receipt of an Issuer Order, authenticate and make available for delivery in exchange therefor, one or more Definitive
Notes representing an equal principal amount of Notes. Until so exchanged, the Holder of temporary Notes shall in all respects be entitled to the same benefits under this Indenture as a Holder of Definitive Notes. 

SECTION 2.11 Cancellation. The Issuer at any time may deliver Notes to the Registrar for cancellation. The Registrar shall cancel all
Notes surrendered for registration of transfer, exchange, payment or cancellation and dispose of such Notes in accordance with its internal policies and customary procedures (subject to the record retention requirements of the Exchange Act). If the
Issuer or any Guarantor acquires any of the Notes, such acquisition shall not operate as a redemption or satisfaction of the Indebtedness represented by such Notes unless and until the same are surrendered to the Registrar for cancellation pursuant
to this Section 2.11. The Issuer may not issue new Notes to replace Notes it has paid or delivered to the Registrar for cancellation for any reason other than in connection with a transfer or exchange. 

  
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 At such time as all beneficial interests in a Global Note have either been exchanged for
Definitive Notes, transferred, redeemed, repurchased or canceled, such Global Note shall be returned by DTC to the Registrar for cancellation or retained and canceled by the Registrar. At any time prior to such cancellation, if any beneficial
interest in a Global Note is exchanged for Definitive Notes, transferred in exchange for an interest in another Global Note, redeemed, repurchased or canceled, the principal amount of Notes represented by such Global Note shall be reduced and an
adjustment shall be made on the books and records of the Registrar (if it is then the Notes Custodian for such Global Note) with respect to such Global Note, by the Registrar, to reflect such reduction. 

SECTION 2.12 Payment of Interest; Defaulted Interest. Interest on any Note which is payable, and is punctually paid or duly provided
for, on any interest payment date shall be paid to the Person in whose name such Note (or one or more predecessor Notes) is registered at the close of business on the regular record date for such payment at the office or agency of the Issuer
maintained for such purpose pursuant to Section 2.3. 
 Any interest on any Note which is payable, but is not paid when the same
becomes due and payable and such nonpayment continues for a period of 30 days shall forthwith cease to be payable to the Holder on the regular record date, and such defaulted interest and (to the extent lawful) interest on such defaulted
interest at the rate borne by the Notes (such defaulted interest and interest thereon herein collectively called “Defaulted Interest”) shall be paid by the Issuer, at its election in each case, as provided in clause (a) or
(b) below: 
 (a) The Issuer may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes
(or their respective predecessor Notes) are registered at the close of business on a Special Record Date (as defined below) for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Issuer shall notify the Trustee
in writing of the amount of Defaulted Interest proposed to be paid on each Note and the date (not less than 30 days after such notice) of the proposed payment (the “Special Interest Payment Date”), and at the same time the
Issuer shall deposit with the Trustee or Paying Agent an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the
date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Section 2.12(a). Thereupon the Issuer shall fix a record date (the “Special
Record Date”) for the payment of such Defaulted Interest, which date shall be not more than 20 calendar days and not less than 15 calendar days prior to the Special Interest Payment Date and not less than
10 calendar days after the receipt by the Paying Agent of the notice of the proposed payment. The Issuer shall promptly notify the Trustee and the Paying Agent in writing of such Special Record Date, and in the name and at the expense of
the Issuer, the Trustee shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date and Special Interest Payment Date therefor to be given in the manner provided for in Section 12.2, not less than
10 calendar days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date and Special Interest Payment Date therefor having been so given, such Defaulted Interest shall be
paid on the Special Interest Payment Date to the Persons in whose names the Notes (or their respective predecessor Notes) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the provisions
in Section 2.12(b). 
 (b) The Issuer may make payment of any Defaulted Interest in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, if, after written notice given by the Issuer to the Trustee and the Paying Agent of the
proposed payment pursuant to this Section 2.12(b), such manner of payment shall be deemed practicable by the Paying Agent 

Subject to the foregoing provisions of this Section 2.12, each Note delivered under this Indenture upon registration of, transfer
of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note. 

  
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 SECTION 2.13 CUSIP and ISIN Numbers. The Issuer in issuing the Notes may use
“CUSIP” and “ISIN” numbers and, if so, the Trustee and Agent shall use “CUSIP and “ISIN” numbers in notices of redemption or purchase as a convenience to Holders; provided, however, that any such
notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption or purchase and that reliance may be placed only on the other identification numbers
printed on the Notes, and any such redemption or purchase shall not be affected by any defect in or omission of such CUSIP and ISIN numbers. The Issuer shall promptly notify the Trustee and Registrar in writing of any change in the CUSIP and ISIN
numbers. 
 ARTICLE III 

COVENANTS 
 SECTION 3.1
Payment of Notes. The Issuer shall promptly pay the principal of, premium, if any, and interest (including Additional Interest) on the Notes on the dates and in the manner provided in the Notes and in this Indenture. Principal, premium, if
any, and interest (including Additional Interest) shall be considered paid on the date due if by 10:00 a.m. Eastern time on such date the Trustee or the Paying Agent holds in accordance with this Indenture money sufficient to pay all principal,
premium, if any, and interest (including Additional Interest) then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture. 

The Issuer shall pay interest on overdue principal at the rate specified therefor in the Notes, and it shall pay interest on overdue
installments of interest (including Additional Interest) at the same rate to the extent lawful. 
 Notwithstanding anything to the contrary
contained in this Indenture, the Issuer may, to the extent it is required to do so by law, deduct or withhold income or other similar taxes imposed by the United States of America from principal or interest payments hereunder. 

SECTION 3.2 Limitation on Indebtedness. 

(a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness
(including Acquired Indebtedness) and the Company will not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, that the Company may incur
Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if
the Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries for the most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional
Indebtedness is Incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the
additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided that
the then outstanding aggregate principal amount of Indebtedness (including Acquired Indebtedness), Disqualified Stock and Preferred Stock that may be incurred or issued, as applicable, pursuant to the foregoing by Restricted Subsidiaries that are
not the Issuer or Guarantors shall not exceed $100.0 million. 
 (b) Clause (a) of this Section 3.2 shall not prohibit the
Incurrence of the following Indebtedness: 
 (1) the incurrence of Indebtedness pursuant to any Credit Facility;
provided that the aggregate principal amount of all such Indebtedness outstanding under this clause (1) as of any date of incurrence (after giving pro forma effect to the application of the proceeds of such incurrence), shall not
exceed (i) the greater of (A) $350 million, and (B) the sum of (x) 85% of the net book value of the accounts receivable of the Company and its Restricted Subsidiaries, (y) 75% of the total Eligible Inventory of the


  
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Company and its Restricted Subsidiaries, and (z) the sum of (a) 75% of the Eligible Real Property of the Company and its Restricted Subsidiaries and (b) 85% of the value of the
Eligible Equipment of the Company and its Restricted Subsidiaries, in each case determined in accordance with GAAP and calculated on a pro forma basis to give effect to any acquisitions or dispositions of assets made in connection with any
transaction on the date of calculation; plus (ii) in the case of any refinancing of any Indebtedness permitted under this clause or any portion thereof, the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums
and other costs and expenses Incurred in connection with such refinancing; 
 (2) Guarantees by the Company or any Restricted
Subsidiary of Indebtedness of the Company or any Guarantor so long as the Incurrence of such Indebtedness is permitted under the terms of this Indenture; 

(3) Indebtedness, Preferred Stock or Disqualified Stock held by the Company or any Restricted Subsidiary; provided,
however, that: 
 (a) any subsequent issuance or transfer of Capital Stock or any other event which results in any such
Indebtedness, Preferred Stock or Disqualified Stock being beneficially held by a Person other than the Company or a Restricted Subsidiary of the Company; and 

(b) any sale or other transfer of any such Indebtedness, Preferred Stock or Disqualified Stock to a Person other than the
Company or a Restricted Subsidiary of the Company, 
 shall be deemed, in each case, to constitute an Incurrence of such Indebtedness by the
Company or such Restricted Subsidiary, as the case may be; 
 (4) Indebtedness represented by (a) the Notes (other than
any Additional Notes), including any Guarantee thereof, (b) any Indebtedness (other than Indebtedness incurred pursuant to clauses (1) and (3)) outstanding on the Issue Date, and (c) Refinancing Indebtedness Incurred in respect
of any Indebtedness described in this clause or clauses (5), (7) or (13) of this Section 3.2(b) or Incurred pursuant to Section 3.2(a); 

(5) Indebtedness of (i) the Company or any Restricted Subsidiary Incurred or issued to finance an acquisition or
(ii) Persons that are acquired by the Company or any Restricted Subsidiary or merged into or consolidated with the Company or a Restricted Subsidiary in accordance with the terms of this Indenture; provided that after giving effect to
such acquisition, merger or consolidation, either 
 (a) the Company would be permitted to Incur at least $1.00 of additional
Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 3.2(a); or 
 (b) the Fixed
Charge Coverage Ratio of the Company and the Restricted Subsidiary would not be lower than immediately prior to such acquisition, merger or consolidation; 

(6) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes); 

(7) Indebtedness represented by Capitalized Lease Obligations or Purchase Money Obligations, in an aggregate principal amount
which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (7) and then outstanding, including Refinancing Indebtedness in respect thereof, does not exceed $125.0 million; 

(8) Indebtedness in respect of (i) workers’ compensation claims,
self-insurance obligations, performance, indemnity, surety, judgment, appeal, advance payment, customs, value added or other tax or 

  
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other guarantees or other similar bonds, instruments or obligations and completion guarantees and warranties provided by the Company or a Restricted Subsidiary or relating to liabilities,
obligations or guarantees Incurred in the ordinary course of business or consistent with past practices (other than Guarantees for borrowed money), (ii) the honoring by a bank or other financial institution of a check, draft or similar
instrument drawn against insufficient funds in the ordinary course of business or consistent with past practices; provided, however, that such Indebtedness is extinguished within five Business Days of Incurrence; (iii) customer
deposits and advance payments received in the ordinary course of business or consistent with past practices from customers for goods or services purchased in the ordinary course of business or consistent with past practices; (iv) letters of
credit, bankers’ acceptances, guarantees or other similar instruments or obligations issued or relating to liabilities or obligations Incurred in the ordinary course of business or consistent with past practices, and (v) any customary cash
management, cash pooling or netting or setting off arrangements in the ordinary course of business or consistent with past practices; 

(9) Indebtedness arising from agreements providing for guarantees, indemnification, obligations in respect of earn-outs or
other adjustments of purchase price or, in each case, similar obligations, in each case, Incurred or assumed in connection with the acquisition or disposition of any business or assets or Person or any Capital Stock of a Subsidiary (other than
Guarantees of Indebtedness Incurred by any Person acquiring or disposing of such business or assets or such Subsidiary for the purpose of financing such acquisition or disposition); provided that the maximum liability of the Company and its
Restricted Subsidiaries in respect of all such Indebtedness in connection with a disposition shall at no time exceed the gross proceeds, including the fair market value of non-cash proceeds (measured at the time received and without giving effect to
any subsequent changes in value), actually received by the Company and its Restricted Subsidiaries in connection with such disposition; 

(10) Indebtedness of Non-Guarantors in an aggregate amount not to exceed the greater of (a) $20.0 million and
(b) 1.5% of the Total Assets of the Company at any time outstanding and any Refinancing Indebtedness in respect thereof; 

(11) Indebtedness consisting of promissory notes issued by the Company or any of its Subsidiaries to any current or former
employee, director or consultant of the Company or any of its Subsidiaries (or permitted transferees, assigns, estates, or heirs of such employee, director or consultant), to finance the purchase or redemption of Capital Stock of the Company that is
permitted by Section 3.3; 
 (12) Indebtedness of the Company or any of its Restricted Subsidiaries consisting of
(i) the financing of insurance premiums Incurred in the ordinary course of business or (ii) take-or-pay obligations contained in supply arrangements, in each case; and 

(13) Indebtedness in an aggregate outstanding principal amount which, when taken together with any Refinancing Indebtedness in
respect thereof and the principal amount of all other Indebtedness Incurred pursuant to this clause (13) and then outstanding, will not exceed the greater of (a) $100.0 million and (b) 6.75% of the Total Assets of the Company at the
time of Incurrence. 
 (c) For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness
Incurred pursuant to and in compliance with, this Section 3.2: 
 (1) subject to clause (3) below, in the
event that all or any portion of any item of Indebtedness meets the criteria of more than one of the types of Indebtedness described in Section 3.2(a) or (b), the Company, in its sole discretion, shall classify, and may from time
to time reclassify, such item of Indebtedness and only be required to include the amount and type of such Indebtedness in one of the clauses of Section 3.2(a) or (b); 

(2) subject to clause (3) below, additionally, all or any portion of any item of Indebtedness may later be classified as
having been Incurred pursuant to any type of Indebtedness described in one of the clauses of Section 3.2(a) or (b) so long as such Indebtedness is permitted to be Incurred pursuant to such provision at the time of
reclassification; 

  
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 (3) all Indebtedness outstanding on the Issue Date under the Credit Agreement
shall be deemed Incurred on the Issue Date under Section 3.2(b)(1); 
 (4) Guarantees of, or obligations in
respect of letters of credit, bankers’ acceptances or other similar instruments relating to, or Liens securing, Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not be included; 

(5) if obligations in respect of letters of credit, bankers’ acceptances or other similar instruments are Incurred
pursuant to any Credit Facility and are being treated as Incurred pursuant to clause (a), (b)(1), (b)(7), (b)(10) or (b)(13) of this Section 3.2 and the letters of credit, bankers’ acceptances or other similar instruments
relate to other Indebtedness, then such other Indebtedness shall not be included; 
 (6) the principal amount of any
Disqualified Stock of the Company or a Restricted Subsidiary, or Preferred Stock of a Restricted Subsidiary, will be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or
repurchase premium) or the liquidation preference thereof; 
 (7) Indebtedness permitted by this Section 3.2 need
not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 3.2 permitting such Indebtedness; and 

(8) the amount of Indebtedness issued at a price that is less than the principal amount thereof will be equal to the amount of
the liability in respect thereof determined on the basis of GAAP. 
 Accrual of interest, accrual of dividends, the accretion of accreted
value, the accretion or amortization of original issue discount, the payment of interest in the form of additional Indebtedness, the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock or the
reclassification of commitments or obligations not treated as Indebtedness due to a change in GAAP, will not be deemed to be an Incurrence of Indebtedness. The amount of any Indebtedness outstanding as of any date shall be (i) the accreted
value thereof in the case of any Indebtedness issued with original issue discount and (ii) the principal amount of the Indebtedness, or liquidation preference thereof, in the case of any other Indebtedness. 

If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be deemed to be Incurred
by a Restricted Subsidiary of the Company as of such date (and, if such Indebtedness is not permitted to be Incurred as of such date under this Section 3.2, the Company shall be in default of this Section 3.2). 

Notwithstanding any other provision of this Section 3.2, the maximum amount of Indebtedness that the Company or a Restricted
Subsidiary may Incur pursuant to this Section 3.2 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness Incurred to refinance other
Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated that is in effect on
the date of such refinancing. 
 The Company and the Issuer shall not, and shall not permit any Guarantor to, directly or indirectly, Incur
any Indebtedness (including Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of the Company, the Issuer or such Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right
of payment to the Notes or such Guarantor’s Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Company or such Guarantor, as the case


  
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may be; provided that for purposes of this Indenture, (1) unsecured Indebtedness shall not be treated as subordinated or junior to Secured Indebtedness merely because it is unsecured
or (2) senior Indebtedness shall not be treated as subordinated or junior to any other senior Indebtedness merely because it has a junior priority with respect to the same collateral or is secured by different collateral. 

SECTION 3.3 Limitation on Restricted Payments. 

(a) The Company shall not, and shall not permit any of its Restricted Subsidiaries, directly or indirectly, to: 

(1) declare or pay any dividend or make any distribution on or in respect of the Company’s or any Restricted
Subsidiary’s Capital Stock (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) except: 

(a) dividends or distributions payable in Capital Stock of the Company (other than Disqualified Stock) or in options, warrants
or other rights to purchase such Capital Stock of the Company; and 
 (b) dividends or distributions payable to the Company
or a Restricted Subsidiary (and, in the case of any such Restricted Subsidiary making such dividend or distribution, to holders of its Capital Stock other than the Company or another Restricted Subsidiary on no more than a pro rata basis);

 (2) purchase, redeem, retire or otherwise acquire for value any Capital Stock of the Company held by Persons other than
the Company or a Restricted Subsidiary; 
 (3) purchase, repurchase, redeem, defease or otherwise acquire or retire for
value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Subordinated Indebtedness (other than (i) any such purchase, repurchase, redemption, defeasance or other acquisition or retirement in anticipation of
satisfying a sinking fund obligation, principal installment or final maturity, in each case, due within one year of the date of purchase, repurchase, redemption, defeasance or other acquisition or retirement and (ii) any Indebtedness Incurred
pursuant to Section 3.2(b)(3)); or 
 (4) make any Restricted Investment; 

(any such dividend, distribution, purchase, redemption, repurchase, defeasance, other acquisition, retirement or Restricted Investment referred to in
clauses (1) through (4) are referred to herein as a “Restricted Payment”), if at the time the Company or such Restricted Subsidiary makes such Restricted Payment: 

 

	 	(i)	a Default shall have occurred and be continuing (or would result immediately thereafter therefrom); 

  

	 	(ii)	the Company is not able to Incur an additional $1.00 of Indebtedness pursuant to Section 3.2(a) after giving effect, on a pro forma basis, to such Restricted Payment; or 


 

	 	(iii)	the aggregate amount of such Restricted Payment and all other Restricted Payments made subsequent to October 1, 2001 (and not returned or rescinded) (including Permitted Payments permitted by
Section 3.3(b)(6), but excluding all other Restricted Payments permitted by Section 3.3(b)) would exceed the sum of (without duplication): 


(A) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) beginning on
October 1, 2001 to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, or, in the case such Consolidated Net Income for such period is a
deficit, minus 100% of such deficit; plus 

  
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 (B) 100% of the aggregate Net Cash Proceeds, and the fair market value of
property or assets or marketable securities, received by the Company from the issue or sale of its Capital Stock (other than Disqualified Stock) subsequent to the Issue Date or otherwise contributed to the equity (other than through the issuance of
Disqualified Stock) of the Company subsequent to the Issue Date (other than (x) Net Cash Proceeds or property or assets or marketable securities received from an issuance or sale of such Capital Stock pursuant to an incentive plan established
by the Company or any Subsidiary of the Company for the benefit of its employees to the extent funded by the Company or any Restricted Subsidiary, (y) Net Cash Proceeds or property or assets or marketable securities to the extent that any
Restricted Payment has been made from such proceeds in reliance on Section 3.3(b)(6) and (z) Excluded Contributions); 

(C) 100% of the aggregate Net Cash Proceeds, and the fair market value of property or assets or marketable securities, received
by the Company or any Restricted Subsidiary from the issuance or sale (other than to the Company or a Restricted Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any Subsidiary of the Company for
the benefit of their employees to the extent funded by the Company or any Restricted Subsidiary) by the Company or any Restricted Subsidiary subsequent to the Issue Date of any Indebtedness or Disqualified Stock that has been converted into or
exchanged for Capital Stock of the Company (other than Disqualified Stock) plus, without duplication, the amount of any cash, and the fair market value of property or assets or marketable securities, received by the Company or any Restricted
Subsidiary upon such conversion or exchange; 
 (D) 100% of the aggregate amount received in cash and the fair market value,
as determined in good faith by the Company, of marketable securities or other property received by means of: (i) the sale or other disposition (other than to the Company or a Restricted Subsidiary) of Restricted Investments made by the Company
or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Company or its Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments by
the Company or its Restricted Subsidiaries, in each case after the Issue Date; or (ii) the sale (other than to the Company or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary
(other than in each case to the extent of the amount of the Investment that constituted a Permitted Investment) or a dividend from an Unrestricted Subsidiary after the Issue Date; and 

(E) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger or consolidation of
an Unrestricted Subsidiary into the Company or a Restricted Subsidiary or the transfer of all or substantially all of the assets of an Unrestricted Subsidiary to the Company or a Restricted Subsidiary after the Issue Date, the fair market value of
the Investment in such Unrestricted Subsidiary (or the assets transferred), as determined in good faith of the Company at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary or at the time of such merger or
consolidation or transfer of assets (after taking into consideration any Indebtedness associated with the Unrestricted Subsidiary so designated or merged or consolidated or Indebtedness associated with the assets so transferred), other than to the
extent of the amount of the Investment that constituted a Permitted Investment. 
 (b) Section 3.3(a) will not prohibit any of
the following (collectively, “Permitted Payments”): 
 (1) the payment of any dividend or distribution
within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Indenture, or the redemption, repurchase or retirement of Indebtedness if, at the date of any
irrevocable redemption notice, such payment would have complied with the provisions of this Indenture as if it were and is deemed at such time to be a Restricted Payment at the time of such notice; 

  
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 (2) any purchase, repurchase, redemption, defeasance or other acquisition or
retirement of Capital Stock or Subordinated Indebtedness made by exchange (including any such exchange pursuant to the exercise of a conversion right or privilege in connection with which cash is paid in lieu of the issuance of fractional shares)
for, or out of the proceeds of the substantially concurrent sale of, Capital Stock of the Company (other than Disqualified Stock) (“Refunding Capital Stock”) or a substantially concurrent contribution to the equity (other than
through the issuance of Disqualified Stock or through an Excluded Contribution) of the Company; provided, however, that to the extent so applied, the Net Cash Proceeds, or fair market value of property or assets or of marketable
securities, from such sale of Capital Stock or such contribution will be excluded from Section 3.3(a)(iii); 

(3) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Indebtedness made by
exchange for, or out of the proceeds of the substantially concurrent sale of, Subordinated Indebtedness that constitutes Refinancing Indebtedness permitted to be Incurred pursuant to Section 3.2; 

(4) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Preferred Stock of the Company or a
Restricted Subsidiary made by exchange for or out of the proceeds of the substantially concurrent sale of Preferred Stock (other than an issuance of Disqualified Stock of the Company or Preferred Stock of a Restricted Subsidiary to replace Preferred
Stock (other than Disqualified Stock) of the Company) of the Company or a Restricted Subsidiary, as the case may be, that, in each case, is permitted to be Incurred pursuant to Section 3.2; 

(5) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Indebtedness or
Disqualified Stock or Preferred Stock of a Restricted Subsidiary: 
 (a) from Net Available Cash to the extent permitted
under Section 3.5, but only if the Company shall have first complied with the terms described under Section 3.5 and purchased all Notes tendered pursuant to any offer to repurchase all the Notes required thereby, prior to
purchasing, repurchasing, redeeming, defeasing or otherwise acquiring or retiring such Subordinated Indebtedness, Disqualified Stock or Preferred Stock; or 

(b) to the extent required by the agreement governing such Subordinated Indebtedness, Disqualified Stock or Preferred Stock,
following the occurrence of a Change of Control (or other similar event described therein as a “change of control”), but only if the Company shall have first complied with Section 3.9 and purchased all Notes tendered pursuant
to the offer to repurchase all the Notes required thereby, prior to purchasing, repurchasing, redeeming, defeasing or otherwise acquiring or retiring such Subordinated Indebtedness, Disqualified Stock or Preferred Stock; 

(6) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Capital Stock
(other than Disqualified Stock) of the Company held by any future, present or former employee, director or consultant of the Company or any of its Subsidiaries (or permitted transferees, assigns, estates, trusts or heirs of such employee, director
or consultant) either pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination of such employee, director or consultant’s employment or directorship;
provided, however, that the aggregate Restricted Payments made under this clause (6) do not exceed $5.0 million in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years
subject to a maximum of $10.0 million in any calendar year); provided further that such amount in any calendar year may be increased by an amount not to exceed: 

(a) the cash proceeds from the sale of Capital Stock (other than Disqualified Stock) of the Company to members of management,
directors or consultants of the Company or any of its Subsidiaries that occurred after the Issue Date, to the extent the cash proceeds from the sale of such Capital Stock have not otherwise been applied to the payment of Restricted Payments by
virtue of Section 3.3(a)(iii); plus 

  
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 (b) the cash proceeds of key man life insurance policies received by the Company
and its Restricted Subsidiaries after the Issue Date; less 
 (c) the amount of any Restricted Payments made in
previous calendar years pursuant to clauses (a) and (b) of this clause (6); 
 and provided further that cancellation
of Indebtedness owing to the Company or any Restricted Subsidiary from members of management, directors, employees or consultants of the Company or Restricted Subsidiaries in connection with a repurchase of Capital Stock of the Company will not be
deemed to constitute a Restricted Payment for purposes of this Section 3.3 or any other provision of this Indenture; 

(7) the declaration and payment of dividends on Disqualified Stock, or Preferred Stock of a Restricted Subsidiary, Incurred in
accordance with Section 3.2; 
 (8) purchases, repurchases, redemptions, defeasances or other acquisitions or
retirements of Capital Stock deemed to occur upon the exercise of stock options, warrants or other rights in respect thereof if such Capital Stock represents a portion of the exercise price thereof; 

(9) repurchases of shares of capital stock and the payment of cash dividends on the Company’s Common Stock in an annual
aggregate amount not to exceed $0.24 multiplied by the number of shares of the Company’s Common Stock outstanding as of the date of such repurchase or the record date for such dividends (such $0.24 amount shall be appropriately adjusted for any
stock splits, stock dividends, reverse stock splits, stock consolidations and similar transactions); 
 (10) payments by the
Company to holders of Capital Stock of the Company in lieu of the issuance of fractional shares of such Capital Stock, provided, however, that any such payment, loan, advance, dividend or distribution shall not be for the purpose of
evading any limitation of this Section 3.3 or otherwise to facilitate any dividend or other return of capital to the holders of such Capital Stock (as determined in good faith by the Board of Directors); 

(11) Restricted Payments that are made with Excluded Contributions; 

(12) so long as no Default or Event of Default has occurred and is continuing (or would result from), Restricted Payments
(including loans or advances) in an aggregate amount outstanding at the time made not to exceed $75.0 million; 
 (13) so
long as no Default or Event of Default has occurred and is continuing (or would result therefrom), mandatory redemptions of Disqualified Stock issued as a Restricted Payment or as consideration for a Permitted Investment; 

(14) any Restricted Payments made by the Company or any Restricted Subsidiary; provided that, immediately after giving pro
forma effect thereto and the Incurrence of any Indebtedness the net proceeds of which are used to finance such Restricted Payment, the Consolidated Total Leverage Ratio would be no greater than 2.50 to 1.00; and 

(15) the designation of a Restricted Subsidiary as an Unrestricted Subsidiary; provided that (x) the assets of such
Restricted Subsidiary immediately prior to such designation consists only of operations in 

  
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the United Kingdom, (y) the total assets of such Restricted Subsidiary less all liabilities of such Restricted Subsidiary (other than liabilities for which the Company or any Restricted
Subsidiary will be liable immediately after such designation) is less than 15% of the Company’s total consolidated assets less total consolidated liabilities (on the most recently available quarterly or annual consolidated balance sheet of the
Company prepared in conformity with GAAP), provided further, that the net assets of such Restricted Subsidiary may exceed 15% of the Company’s net assets to the extent that the Company would be permitted to make a Restricted Payment in
an amount equal to such excess and (z) immediately prior to and after giving effect to such designation, the Company could incur at least $1 of additional Indebtedness pursuant to Section 3.2(a) as if the Fixed Charge Coverage Ratio
were 2.75 to 1. 
 For purposes of determining compliance with this Section 3.3, in the event that a Restricted Payment meets
the criteria of more than one of the categories of Permitted Payments described in clauses (1) through (15) of this Section 3.3(b), or is permitted pursuant to Section 3.3(a), the Company will be entitled to
classify such Restricted Payment (or portion thereof) on the date of its payment or later reclassify such Restricted Payment (or portion thereof) in any manner that complies with this Section 3.3, except that the Company may not
reclassify any Restricted Payments as having been made under Section 3.3(b)(14) if originally made under another clause of Section 3.3(b) or pursuant to Section 3.3(a). 

The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of such Restricted Payment of the asset(s)
or securities proposed to be paid, transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment. The fair market value of any cash Restricted Payment shall be their face amount, and the
fair market value of any non-cash Restricted Payment, property or assets other than cash shall be determined conclusively by the Board of Directors of the Company acting in good faith. 

SECTION 3.4 Limitation on Restrictions on Distributions from Restricted Subsidiaries. 

(a) The Company shall not, and shall not permit any Restricted Subsidiary (other than a Guarantor) to, create or otherwise cause or permit to
exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to: 

(1) pay dividends or make any other distributions in cash or otherwise on its Capital Stock or pay any Indebtedness or other
obligations owed to the Company or any Restricted Subsidiary; 
 (2) make any loans or advances to the Company or any
Restricted Subsidiary; or 
 (3) sell, lease or transfer any of its property or assets to the Company or any Restricted
Subsidiary; 
 provided that (x) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or
liquidating distributions being paid on common stock and (y) the subordination of (including the application of any standstill requirements to) loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by
the Company or any Restricted Subsidiary shall not be deemed to constitute such an encumbrance or restriction. 
 (b) The provisions of
Section 3.4(a) shall not prohibit: 
 (1) any encumbrance or restriction pursuant to (i) any Credit Facility
or (ii) any other agreement or instrument, in each case, in effect at or entered into on the Issue Date (or otherwise required as of the Issue Date); 

(2) this Indenture, the Notes and the Note Guarantees; 

  
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 (3) any encumbrance or restriction pursuant to applicable law, rule, regulation
or order; 
 (4) any encumbrance or restriction pursuant to an agreement or instrument of a Person or relating to any Capital
Stock or Indebtedness of a Person, entered into on or before the date on which such Person was acquired by or merged, consolidated or otherwise combined with or into the Company or any Restricted Subsidiary, or was designated as a Restricted
Subsidiary or on which such agreement or instrument is assumed by the Company or any Restricted Subsidiary in connection with an acquisition of assets (other than Capital Stock or Indebtedness Incurred as consideration in, or to provide all or any
portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was acquired by the Company or was merged, consolidated or otherwise combined with or into
the Company or any Restricted Subsidiary or such agreement or instrument was entered into in contemplation of or in connection with such transaction) and outstanding on such date; provided that, for the purposes of this clause (4), if
another Person is the Successor Company, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed by the Company or any Restricted Subsidiary when such Person becomes the Successor
Company; 
 (5) any encumbrance or restriction: (i) that restricts in a customary manner the subletting, assignment or
transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement; (ii) contained in mortgages, pledges, charges or other
security agreements permitted under this Indenture or securing Indebtedness of the Company or a Restricted Subsidiary permitted under this Indenture to the extent such encumbrances or restrictions restrict the transfer or encumbrance of the property
or assets subject to such mortgages, pledges, charges or other security agreements; or (iii) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or
any Restricted Subsidiary; 
 (6) any encumbrance or restriction pursuant to Purchase Money Obligations or Capitalized Lease
Obligations permitted under this Indenture, in each case, that impose encumbrances or restrictions on the property so acquired; 

(7) any encumbrance or restriction imposed pursuant to an agreement entered into for the direct or indirect sale or disposition
to a Person of all or substantially all the Capital Stock or assets of the Company or any Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition; 

(8) customary provisions in leases, licenses, shareholder agreements, joint venture agreements, organizational documents and
other similar agreements and instruments; 
 (9) any encumbrance or restriction on cash or other deposits or net worth
imposed by customers under agreements entered into in the ordinary course of business or consistent with past practices; 

(10) any encumbrance or restriction pursuant to Hedging Obligations; 

(11) other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be Incurred or issued
subsequent to the Issue Date pursuant to Section 3.2 that impose restrictions solely on the Foreign Subsidiaries party thereto or their Subsidiaries; 

(12) any encumbrance or restriction arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be
Incurred subsequent to the Issue Date pursuant to Section 3.2 if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Holders than (i) the
encumbrances and restrictions contained in the Credit 

  
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Agreement, together with the security documents associated therewith as in effect on the Issue Date or (ii) in comparable financings (as determined in good faith by the Company) and where,
in the case of clause (ii), either (A) the Company determines at the time of issuance of such Indebtedness that such encumbrances or restrictions will not adversely affect, in any material respect, the Company’s ability to make
principal or interest payments on the Notes or (B) such encumbrance or restriction applies only during the continuance of a default relating to such Indebtedness; 

(13) any encumbrance or restriction existing by reason of any lien permitted under Section 3.6; or 

(14) any encumbrance or restriction pursuant to an agreement or instrument effecting a refinancing of Indebtedness Incurred
pursuant to, or that otherwise extends, renews, restates, replaces, restructures or refinances, an agreement or instrument referred to in clauses (1) to (13) of this Section 3.4(b) or this clause (14) (an “Initial
Agreement”) or contained in any amendment, supplement, extension, renewal, restatement, replacement, restructuring or other modification to an agreement referred to in clauses (1) to (13) of this Section 3.4(b) or this
clause (14); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement or instrument are not materially less favorable to the Holders taken as a whole than
the encumbrances and restrictions contained in the Initial Agreement or Initial Agreements to which such refinancing or amendment, supplement or other modification relates (as determined in good faith by the Company). 

SECTION 3.5 Limitation on Sales of Assets and Subsidiary Stock. 

(a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless: 

(1) the Company or such Restricted Subsidiary, as the case may be, receives consideration (including by way of relief from, or
by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as
determined in good faith by the Board of Directors of the Company, of the shares and assets subject to such Asset Disposition (including, for the avoidance of doubt, if such Asset Disposition is a Permitted Asset Swap); 

(2) in any such Asset Disposition, or series of related Asset Dispositions (except to the extent the Asset Disposition is a
Permitted Asset Swap), at least 75% of the consideration from such Asset Disposition (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) received by the Company or such
Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; and 
 (3) the Company or any of its
Restricted Subsidiaries, at its respective option, will apply such Net Available Cash from any Asset Disposition: 
 (a) (i)
to prepay, repay or purchase any Indebtedness of a Non-Guarantor or that is secured by a Lien (in each case, other than Indebtedness owed to the Company or any Restricted Subsidiary) or Indebtedness under the
Credit Agreement (or any Refinancing Indebtedness in respect thereof) within 365 days from the later of (A) the date of such Asset Disposition and (B) the receipt of such Net Available Cash; provided, however, that, in
connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (a), the Company or such Restricted Subsidiary will retire such Indebtedness and will cause the related commitment (if any) to be reduced in an amount
equal to the principal amount so prepaid, repaid or purchased; or (ii) to prepay, repay or purchase Pari Passu Indebtedness; provided further that, to the extent the Company redeems, repays or repurchases Pari Passu Indebtedness pursuant
to this clause (ii), the Company shall equally and ratably reduce Obligations under the Notes as provided under 

  
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Section 5.7, through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an
offer (in accordance with the procedures set forth below for an Asset Disposition Offer) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest and Additional Interest, if any,
on the amount of Notes that would otherwise be prepaid; or 
 (b) to invest in or commit to invest in Additional Assets
(including by means of an investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary) within 365 days from the later of (A) the date of such Asset Disposition and
(B) the receipt of such Net Available Cash; provided, however, that any such reinvestment in Additional Assets made pursuant to a definitive binding agreement or a commitment approved by the Board of Directors of the Company that
is executed or approved within such time will satisfy this requirement, so long as such investment is consummated within 180 days of such 365th day; 

provided that, pending the final application of any such Net Available Cash in accordance with clause (a) or clause (b) above, the Company
and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise use such Net Available Cash in any manner not prohibited by this Indenture. 

(b) Any Net Available Cash from Asset Dispositions that is not applied or invested or committed to be applied or invested as provided in the
preceding paragraph will be deemed to constitute “Excess Proceeds” under this Indenture. If the aggregate amount of Excess Proceeds under this Indenture exceeds $40.0 million, the Company will within 10 Business Days be
required to make an offer (“Asset Disposition Offer”) to all Holders of Notes issued under this Indenture and, to the extent the Company or the Issuer elects, to all holders of other outstanding Pari Passu Indebtedness, to purchase
the maximum principal amount of Notes and any such Pari Passu Indebtedness to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in respect of the Notes in an amount equal to 100% of the
principal amount of the Notes and Pari Passu Indebtedness, in each case, plus accrued and unpaid interest and Additional Interest, if any, to, but not including, the date of purchase, in accordance with the procedures set forth in this Indenture or
the agreements governing the Pari Passu Indebtedness, as applicable, and, with respect to the Notes, in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof. The Company will deliver notice of such Asset Disposition
Offer electronically or by first-class mail, with a copy to the Trustee and Agent, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, describing the
transaction or transactions that constitute the Asset Disposition and offering to repurchase the Notes for the specified purchase price on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from
the date such notice is delivered, pursuant to the procedures required by this Indenture and described in such notice. 
 (c) To the extent
that the aggregate amount of Notes and Pari Passu Indebtedness so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for any purpose
not prohibited by this Indenture. If the aggregate principal amount of the Notes surrendered in any Asset Disposition Offer by Holders and other Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess
Proceeds, the Excess Proceeds shall be allocated among the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness; provided that no
Notes or other Pari Passu Indebtedness will be selected and purchased in an unauthorized denomination. Upon completion of any Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. 

(d) To the extent that any portion of Net Available Cash payable in respect of the Notes is denominated in a currency other than U.S. dollars,
the amount thereof payable in respect of the Notes shall not exceed the net amount of funds in U.S. dollars that is actually received by the Company upon converting such portion into U.S. dollars. 

  
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 (e) Notwithstanding any other provisions of this Section 3.5, (i) to the extent
that any of or all the Net Available Cash of any Asset Disposition by a Foreign Subsidiary (a “Foreign Disposition”) is (x) prohibited or delayed by applicable local law, (y) restricted by applicable organizational
documents or any agreement or (z) subject to other onerous organizational or administrative impediments from being repatriated to the United States, the portion of such Net Available Cash so affected will not be required to be applied in
compliance with this Section 3.5, and such amounts may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Company hereby agreeing
to use reasonable efforts (as determined in the Company’s reasonable business judgment) to otherwise cause the applicable Foreign Subsidiary to within one year following the date on which the respective payment would otherwise have been
required, promptly take all actions reasonably required by the applicable local law, applicable organizational impediments or other impediment to permit such repatriation), and if within one year following the date on which the respective payment
would otherwise have been required, such repatriation of any of such affected Net Available Cash is permitted under the applicable local law, applicable organizational impediment or other impediment, such repatriation will be promptly effected and
such repatriated Net Available Cash will be promptly (and in any event not later than five (5) Business Days after such repatriation could be made) applied (net of additional Taxes payable or reserved against as a result thereof) (whether or
not repatriation actually occurs) in compliance with this Section 3.5 and (ii) to the extent that the Company has determined in good faith that repatriation of any of or all the Net Available Cash of any Foreign Disposition would
have an adverse Tax cost consequence with respect to such Net Available Cash (which for the avoidance of doubt, includes, but is not limited to, any prepayment whereby doing so Holdings, the Company, any Restricted Subsidiary or any of their
respective affiliates and/or equity partners would incur a tax liability, including a tax dividend, deemed dividend pursuant to Code Section 956 or a withholding tax), the Net Available Cash so affected may be retained by the applicable Foreign
Subsidiary. The non-application of any prepayment amounts as a consequence of the foregoing provisions will not, for the avoidance of doubt, constitute a Default or an Event of Default. 

(f) For the purposes of Section 3.5(a)(2), the following will be deemed to be cash: 

(1) the assumption by the transferee of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than
Subordinated Indebtedness of the Company or a Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness or other liability in connection with such Asset Disposition; 

(2) securities, notes or other obligations received by the Company or any Restricted Subsidiary of the Company from the
transferee that are converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents within 180 days following the closing of such Asset Disposition; 

(3) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition,
to the extent that the Company and each other Restricted Subsidiary are released from any Guarantee of payment of such Indebtedness in connection with such Asset Disposition; 

(4) consideration consisting of Indebtedness of the Company (other than Subordinated Indebtedness) received after the Issue
Date from Persons who are not the Company or any Restricted Subsidiary; and 
 (5) any Designated Non-Cash Consideration
received by the Company or any Restricted Subsidiary in such Asset Dispositions having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 3.5 that is at that
time outstanding, not to exceed the greater of (i) $40.0 million; and (ii) 3.0% of the Total Assets of the Company (with the fair market value of each item of Designated Non-Cash Consideration being
measured at the time received and without giving effect to subsequent changes in value). 

  
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 (g) To the extent that the provisions of any securities laws or regulations conflict with the
provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof. 

SECTION 3.6 Limitation on Liens. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly,
create, Incur or permit to exist any Lien that secures Indebtedness (other than Permitted Liens) upon any of its property or assets (including Capital Stock of a Restricted Subsidiary of the Company), whether owned on the Issue Date or acquired
after that date (such Lien, the “Initial Lien”), without effectively providing that the Notes shall be secured equally and ratably with (or prior to) the obligations so secured for so long as such obligations are so secured. 

Any Lien created for the benefit of the Holders of the Notes pursuant to the preceding sentence shall provide by its terms that such Lien
shall be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien. 
 With respect to
any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the Incurrence of such Indebtedness, such Lien shall also be permitted to secure any Increased Amount of such Indebtedness. The “Increased
Amount” of any Indebtedness shall mean any increase in the amount of such Indebtedness in connection with any accrual of interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the
form of additional Indebtedness with the same terms, accretion of original issue discount or liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies or
increases in the value of property securing Indebtedness. 
 SECTION 3.7 Limitation on Guarantees. 

(a) The Company shall not permit any of its wholly owned Subsidiaries that are Restricted Subsidiaries (and non-wholly owned Subsidiaries if
such non-wholly owned Subsidiaries guarantee other capital markets debt of the Issuer or any Guarantor), other than a Guarantor, to Guarantee any Indebtedness of the Issuer or any Guarantor, unless: 

(1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture providing for a
senior Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such
Guarantor’s Note Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to
the Notes or such Guarantor’s Note Guarantee; 
 (2) such Restricted Subsidiary waives and will not in any manner
whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its
Guarantee until payment in full of Obligations under this Indenture; and 
 (3) such Restricted Subsidiary shall deliver to
the Trustee an Opinion of Counsel stating that: 
 (a) such Guarantee has been duly executed and authorized; and 

(b) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as
enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principals of equity; 

  
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 provided that this Section 3.7 shall not be applicable (i) to any guarantee of any
Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, or (ii) in the event that the Guarantee of
the Company’s obligations under the Notes or this Indenture by such Subsidiary would not be permitted under applicable law, or if a consent is required thereunder and cannot be reasonably obtained in the good faith judgment of the Company. 

(b) The Company may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor
to become a Guarantor, in which case, such Subsidiary shall only be required to comply with the 30-day period described in Section 3.7(a). 

(c) If any Guarantor becomes an Immaterial Subsidiary, the Company shall have the right, by execution and delivery of a supplemental indenture
to the Trustee, to cause such Immaterial Subsidiary to cease to be a Guarantor, subject to the requirement described in the first paragraph above that such Subsidiary shall be required to become a Guarantor if it ceases to be an Immaterial
Subsidiary (except that if such Subsidiary has been properly designated as an Unrestricted Subsidiary it shall not be so required to become a Guarantor or execute a supplemental indenture); provided, further, that such Immaterial Subsidiary shall
not be permitted to Guarantee any Indebtedness of the Company or the other Guarantors, unless it again becomes a Guarantor. 
 SECTION 3.8
Limitation on Affiliate Transactions. 
 (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to,
directly or indirectly, enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an “Affiliate Transaction”) involving
aggregate value in excess of $5.0 million unless: 
 (1) the terms of such Affiliate Transaction taken as a whole are
not materially less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction or the execution of the agreement providing for such
transaction in arm’s length dealings with a Person who is not such an Affiliate; and 
 (2) in the event such Affiliate
Transaction involves an aggregate value in excess of $35.0 million, the terms of such transaction have been approved by a majority of the members of the Board of Directors of the Company. 

Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in clause (2) of this Section 3.8(a) if such Affiliate
Transaction is approved by a majority of the Disinterested Directors, if any. 
 (b) The provisions of Section 3.8(a) above shall
not apply to: 
 (1) any Restricted Payment permitted to be made pursuant to Section 3.3, or any Permitted
Investment; 
 (2) any issuance or sale of Capital Stock, options, other
equity-related interests or other securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, or entering into, or maintenance of, any employment,
consulting, collective bargaining or benefit plan, program, agreement or arrangement, related trust or other similar agreement and other compensation arrangements, options, warrants or other rights to purchase Capital Stock of the Company or any
Restricted Subsidiary, restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits or consultants’ plans (including valuation,
health, insurance, deferred compensation, severance, retirement, savings or similar plans, programs or arrangements) or indemnities provided on behalf of officers, employees, directors or consultants approved by the Board of Directors of the
Company, in each case in the ordinary course of business or consistent with past practices; 

  
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 (3) any transaction between or among the Company and any Restricted Subsidiary
(or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among Restricted Subsidiaries; 

(4) the payment of compensation, reasonable fees and reimbursement of expenses to, and customary indemnities (including under
customary insurance policies) and employee benefit and pension expenses provided on behalf of, directors, officers, consultants or employees of the Company or any Restricted Subsidiary of the Company (whether directly or indirectly and including
through any Person owned or controlled by any of such directors, officers or employees); 
 (5) the entry into and
performance of obligations of the Company or any of its Restricted Subsidiaries under the terms of any transaction arising out of, and any payments pursuant to or for purposes of funding, any agreement or instrument in effect as of or on the Issue
Date, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this Section 3.8(b) or to the extent not more disadvantageous to
the Holders in any material respect; 
 (6) transactions with customers, clients, suppliers or purchasers or sellers of goods
or services, in each case in the ordinary course of business or consistent with past practices, which are fair to the Company or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or the senior management of
the Company or the relevant Restricted Subsidiary, or are on terms no less favorable than those that could reasonably have been obtained at such time from an unaffiliated party; 

(7) any transaction between or among the Company or any Restricted Subsidiary and any Affiliate of the Company or an Associate
or similar entity that would constitute an Affiliate Transaction solely because the Company or a Restricted Subsidiary owns an equity interest in or otherwise controls such Affiliate, Associate or similar entity; 

(8) issuances or sales of Capital Stock (other than Disqualified Stock) of the Company or options, warrants or other rights to
acquire such Capital Stock and the granting of registration and other customary rights in connection therewith or any contribution to capital of the Company or any Restricted Subsidiary; 

(9) transactions in which the Company or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from
an Independent Financial Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or meets the requirements of Section 3.8(a)(1); 

(10) any purchases by the Company’s Affiliates of Indebtedness or Disqualified Stock of the Company or any of its
Restricted Subsidiaries the majority of which Indebtedness or Disqualified Stock is purchased by Persons who are not the Company’s Affiliates; provided that such purchases by the Company’s Affiliates are on the same terms as such
purchases by such Persons who are not the Company’s Affiliates; and 
 (11) transactions entered into by an Unrestricted
Subsidiary, so long as not entered in contemplation of the redesignation as a Restricted Subsidiary, with an Affiliate prior to the redesignation of any such Unrestricted Subsidiary as a Restricted Subsidiary as described under
Section 3.15. 

  
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 SECTION 3.9 Change of Control. 

(a) If a Change of Control occurs, each Holder shall have the right to require the Issuer to repurchase all or any part (equal to $2,000 or an
integral multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to a “Change of Control Offer.” In the Change of Control Offer, the Issuer shall offer a “Change of Control Payment” in cash equal
to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase. Within 30 days following any Change of Control, the Issuer will mail a notice to
each Holder (with a copy to the Trustee), with the following information (provided, that to the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 3.9, the Issuer’s
compliance with such laws and regulations shall not in and of itself cause a breach of their obligations under this Section 3.9): 

(1) that a Change of Control Offer is being made pursuant to this Section 3.9, and that all Notes properly tendered
and not validly withdrawn pursuant to such Change of Control Offer will be accepted for payment by the Issuer; 
 (2) the
purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”); 

(3) that any Note not properly tendered or validly withdrawn will remain outstanding and continue to accrue interest; 

(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to
the Change of Control Offer will cease to accrue interest, on the Change of Control Payment Date; 
 (5) that Holders
electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the Paying Agent
specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; 

(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such
Notes; provided that the Paying Agent receives, not later than the close of business on the second Business Day prior to the expiration date of the Change of Control Offer, facsimile transmission or letter setting forth the name of the Holder
of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased; 

(7) that Holders whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in
principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to at least $2,000 or any integral multiple of $1,000 in excess of $2,000; 

(8) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is
conditional on the occurrence of such Change of Control; 
 (9) describing the transaction or transactions that constitute
the Change of Control; and 
 (10) the other instructions, as determined by the Issuer, consistent with this
Section 3.9, that a Holder must follow. 
 The Paying Agent will promptly mail to each Holder so tendered the Change of Control
Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the
Notes surrendered, if any; provided that each such new Note will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Issuer will publicly announce the results of the Change of Control Offer on
or as soon as practicable after the Change of Control Payment Date. 

  
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 If the Change of Control Payment Date is on or after an interest record date and on or before the
related interest payment date, any accrued and unpaid interest will be paid on the relevant interest payment date to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be
payable to Holders whose Notes will be subject to the Change of Control Payment by the Issuer. 
 (b) The Issuer will not be required to
make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control
Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. 
 (c) In the event
that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer and the Issuer purchases all of the Notes held by such Holders, the Issuer will have the right, upon not less than 10 nor
more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described in this Section 3.9, to redeem all of the Notes that remain outstanding following such
purchase at a redemption price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest on the notes that remain outstanding, to, but not including, the date of redemption
(subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date). 

(d) While the Notes are in global form and the Issuer makes an offer to purchase all of the Notes pursuant to the Change of Control Offer, a
Holder may exercise its option to elect for the purchase of the Notes through the facilities of DTC, subject to its rules and regulations. 

(e) On the Change of Control Payment Date, the Issuer will, to the extent lawful: 

(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer; 

(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof
so tendered; and 
 (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an
Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuer. 
 SECTION
3.10 Reports. 
 (a) Whether or not the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, so long as any Notes are outstanding, the Company will furnish to the Trustee: 
 (1) within 90 days after the end
of each fiscal year, annual reports of the Company containing substantially all of the financial information that would have been required to be contained in an Annual Report on Form 10-K under the Exchange Act if the Company had been a reporting
company under the Exchange Act (but only to the extent similar information is included in the Offering Memorandum), including (A) “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and
(B) audited financial statements prepared in accordance with GAAP; 
 (2) within 45 days after the end of each of
the first three fiscal quarters of each fiscal year, quarterly reports of the Company containing substantially all of the financial information that would have been required to be contained in a Quarterly Report on Form 10-Q under the Exchange Act
if the Company 

  
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had been a reporting company under the Exchange Act, including (A) “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and
(B) unaudited quarterly financial statements prepared in accordance with GAAP; and 
 (3) within the time periods
specified for filing Current Reports on Form 8-K after the occurrence of each event that would have been required to be reported in a Current Report on Form 8-K under the Exchange Act if the Company had been a reporting company under the Exchange
Act, current reports containing substantially all of the information that would have been required to be contained in a Current Report on Form 8-K under the Exchange Act if the Company had been a reporting company under the Exchange Act. 

Notwithstanding the foregoing, such reports (A) will not be required to comply with Section 302, Section 906 or
Section 404 of the Sarbanes-Oxley Act of 2002, or related Items 307 and 308 of Regulation S-K promulgated by the SEC, or Item 10(e) of Regulation S-K (with respect to any non-GAAP financial measures contained therein) and (B) will not
be required to contain the separate financial information for Guarantors or Subsidiaries whose securities are pledged to secure the Notes contemplated by Rule 3-10 or Rule 3-16 of Regulation S-X promulgated by the SEC. 

(b) At any time that any of the Subsidiaries of the Company that have been designated as Unrestricted Subsidiaries have combined net assets
exceeding 10% of the Company’s consolidated net assets, then the quarterly and annual financial information required by Section 3.10(a) will include or be accompanied by a reasonably detailed presentation of the financial condition
and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. 

(c) The Company shall furnish to Holders, prospective investors, broker-dealers and securities analysts, upon their request, any information
required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the notes are not freely transferable under the Securities Act. 

(d) In the event that any parent of the Company becomes a guarantor of the Notes, the Company may satisfy its obligations pursuant to this
Section 3.10 with respect to financial information relating to the Company by furnishing financial information relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable
detail the differences between the information relating to such parent, on the one hand, and the information relating to the Company and its Restricted Subsidiaries on a standalone basis, on the other hand. 

(e) Notwithstanding anything in this Section 3.10 to the contrary, the Company will be deemed to have furnished such reports
referred to in this Section 3.10 to the Trustee and the Holders of the Notes if the Company has filed such reports with the SEC via the EDGAR filing system and such reports are publicly available; provided, however, that the
Trustee shall have no responsibility whatsoever to determine if such filing has occurred. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not
constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely
exclusively on Officers’ Certificates). 
 SECTION 3.11 Maintenance of Office or Agency. The Company will maintain an office or
agency where the Notes may be presented or surrendered for payment, where, if applicable, the Notes may be surrendered for registration of transfer or exchange. The corporate trust office of the Agent, which initially shall be located at Wells Fargo
Bank, National Association, as Trustee, Registrar and Transfer Agent, 7000 Central Parkway, Suite 550 Atlanta, GA 30328, Attention: Corporate Trust Services – Administrator for Cott Beverages Inc., Phone: 770-551-5117, shall be such office or
agency of the Company, unless the Company shall designate and maintain some other office or agency for one or more of such purposes. The Company will give prompt written notice to the Trustee and the Agent of any change in the location of any such
office or agency. If at any time the Company shall fail to 

  
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maintain any such required office or agency or shall fail to furnish the Trustee and the Agent with the address thereof, such presentations and surrenders may be made or served at the corporate
trust office of the Agent, and the Company hereby appoints the Agent as its agent to receive all such presentations and surrenders. 
 The
Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind any such designation. The Company will give prompt
written notice to the Agent of any such designation or rescission and any change in the location of any such other office or agency. 

SECTION 3.12 Corporate Existence. Except as otherwise provided in this Article III, Article IV and
Section 10.2(b) and the ability of the Company or a Restricted Subsidiary to convert (or similar action) to another form of legal entity under the laws of the jurisdiction under which the Company or the Restricted Subsidiary then exists,
the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and the corporate, partnership, limited liability company or other existence of each Restricted Subsidiary;
provided, however, that the Company shall not be required to preserve any such corporate, partnership, limited liability company or other existence of any Restricted Subsidiary if the respective Board of Directors or, with respect to a
Restricted Subsidiary, senior management of the Company determines that the preservation thereof is no longer desirable in the conduct of the business of the Company and each of its Restricted Subsidiaries, taken as a whole, and that the loss
thereof is not, and will not be, disadvantageous in any material respect to the Holders. 
 SECTION 3.13 Compliance Certificate. The
Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company an Officer’s Certificate, one of the signers of which shall be the principal executive officer, principal financial officer or principal
accounting officer of the Company, stating that in the course of the performance by the signer of his or her duties as an Officer of the Company he or she would normally have knowledge of any Default or Event of Default and whether or not the signer
knows of any Default or Event of Default that occurred during the previous fiscal year; provided that no such Officer’s Certificate shall be required for any fiscal year ended prior to the Issue Date. If such Officer does have such
knowledge, the certificate shall describe the Default or Event of Default, its status and the action the Company is taking or proposes to take with respect thereto. 

SECTION 3.14 Statement by Officers as to Default. The Company shall deliver to the Trustee and Agent, as soon as possible and in any
event within 30 days after the Company becomes aware of the occurrence of any Default or Event of Default, an Officer’s Certificate setting forth the details of such Event of Default or Default, its status and the actions which the Company
is taking or proposes to take with respect thereto. 
 SECTION 3.15 Designation of Restricted and Unrestricted Subsidiaries. The
Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair
market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the
amount available for Restricted Payments pursuant to Section 3.3 or under one or more clauses of the definition of Permitted Investments, as determined by the Company. That designation will only be permitted if the Investment would be
permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. 
 Any designation of
a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Company giving effect to such designation and an Officer’s Certificate
certifying that such designation complies with the preceding conditions and was permitted by Section 3.3. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will
thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not
permitted to be incurred as of such date pursuant to Section 3.2 herein, the Company will be in default of Section 3.2. 

  
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 The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be
a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary, and such
designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and
(2) no Default or Event of Default would be in existence before or after such designation. Any such designation by the Board of Directors of the Company shall be evidenced to the Trustee by filing with the Trustee a certified copy of a
resolution of the Board of Directors of the Company giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the preceding conditions. 

SECTION 3.16 Suspension of Covenants on Achievement of Investment Grade Status. 

(a) If, on any date following the Issue Date, (i) the Notes have achieved Investment Grade Status and (ii) no Default or Event of
Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), then, beginning on
that day, and continuing until the Reversion Date, as defined below, the Company and its Restricted Subsidiaries shall not be subject to Sections 3.2, 3.3, 3.4, 3.5, 3.7, 3.8 and clause (3) of
Section 4.1(a) of this Indenture (collectively, the “Suspended Covenants” and each individually, a “Suspended Covenant”). 

(b) If at any time the Notes cease to have such Investment Grade Status or if a Default or Event of Default occurs and is continuing, then the
Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reversion Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any
calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain Investment Grade Status and no Default or Event of Default is in existence (in which event the Suspended Covenants
shall no longer be in effect for such time that the Notes maintain an Investment Grade Status and no Default or Event of Default is in existence); provided, however, that no Default, Event of Default or breach of any kind shall be
deemed to exist under this Indenture, the Notes or the Note Guarantees with respect to the Suspended Covenants based on, and none of the Company or any of its Subsidiaries shall bear any liability under this Indenture or the Notes for, any actions
taken or events occurring during the Suspension Period (as defined below), or any actions taken at any time pursuant to any contractual obligation entered into during the Suspension Period and not in contemplation of an impending Reversion Date,
regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the Covenant Suspension Event and the Reversion Date is referred to as the
“Suspension Period.” 
 On the Reversion Date, all Indebtedness Incurred during the Suspension Period
shall be classified to have been Incurred pursuant to Sections 3.2(a) or 3.2(b) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to the Indebtedness Incurred
prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to Sections 3.2(a) or 3.2(b) such Indebtedness will be deemed to have been
outstanding on the Issue Date, so that it is classified as permitted under Section 3.2(b)(4)(b). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.3 shall be
made as though Section 3.3 had been in effect since the Issue Date and throughout the Suspension Period; provided, that, no Subsidiaries may be designated as Unrestricted Subsidiaries during the Suspension Period. Accordingly,
Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under Section 3.3(a). During the Suspension Period, any future obligation to grant further Note Guarantees shall be
suspended. All such further obligation to grant Note Guarantees shall be reinstated upon the Reversion Date. 
 (c) The Company shall
deliver promptly to the Trustee an Officer’s Certificate notifying it of the commencement or termination of any Covenant Suspension Event or any Reversion Date. The Trustee shall have no independent obligation to determine if a Suspension
Period has commenced or terminated, to notify the Holders regarding the same or to determine the consequences thereof. 

  
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 ARTICLE IV 

SUCCESSOR COMPANY; SUCCESSOR PERSON 

SECTION 4.1 Merger and Consolidation. 

(a) Neither the Company nor the Issuer will consolidate with or merge with or into, or convey, transfer or lease all or substantially all its
assets to, any Person, unless: 
 (1) the resulting, surviving or transferee Person (the “Successor
Company”) will be a Person organized and existing under the laws of the United States of America, any State of the United States or the District of Columbia, Canada, Switzerland, the United Kingdom, any member of the European Union, or any
state, province or division of any of the foregoing countries and the Successor Company (if not the Company or the Issuer, as the case may be) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the
obligations of the Company or the Issuer, as the case may be under the Notes and this Indenture; provided that if such Successor Company is not a corporation, a co-obligor of the Notes that is a
Restricted Subsidiary is a corporation organized under such laws; 
 (2) immediately after giving effect to such transaction
(and treating any Indebtedness that becomes an obligation of the Successor Company or any Subsidiary of the Successor Company as a result of such transaction as having been Incurred by the Successor Company or such Subsidiary at the time of such
transaction), no Default or Event of Default shall have occurred and be continuing; 
 (3) immediately after giving effect to
such transaction, either (a) the Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 3.2(a) or (b) the Fixed Charge Coverage Ratio would not be lower than it was immediately
prior to giving effect to such transaction; and 
 (4) the Company shall have delivered to the Trustee an Officer’s
Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel to the effect that such supplemental indenture (if
any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the Successor Company, provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as
to any matters of fact, including as to satisfaction of clauses (2) and (3) above. 
 (b) For purposes of this
Section 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company
instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

 (c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under this
Indenture but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under this Indenture or the Notes. 

(d) Notwithstanding the preceding clauses (a)(2), (a)(3) and (a)(4) (which do not apply to transactions referred to in this sentence),
(i) any Restricted Subsidiary of the Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company and (ii) any Restricted Subsidiary may consolidate or otherwise combine
with, merge into or transfer all or part of its properties and assets to any other Restricted Subsidiary. Notwithstanding the preceding clauses (a)(2) and (a)(3) (which do not apply to the transactions referred to in this sentence), the Company
may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Company, reincorporating the Company in another jurisdiction, or changing the legal form of the
Company. 

  
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 (e) The foregoing provisions (other than the requirements of clause (a)(2)) shall not apply
to the creation of a new Subsidiary as a Restricted Subsidiary of the Company. 
 (f) No Guarantor (other than the Company) may: 

(1) consolidate with or merge with or into any Person; or 

(2) sell, convey, transfer or dispose of, all or substantially all its assets, in one transaction or a series of related
transactions, to, any Person; or 
 (3) permit any Person to merge with or into the Guarantor, unless 

(a) the other Person is the Issuer or a Guarantor or becomes a Guarantor concurrently with the transaction; or 

(b) (A) either (x) a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person
expressly assumes all of the obligations of the Guarantor under its Guarantee of the Notes; and 
 (B) immediately after
giving effect to the transaction, no Default has occurred and is continuing; or 
 (c) the transaction constitutes a sale or
other disposition (including by way of consolidation or merger) of the Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor (in each case other than to the Company or a Restricted Subsidiary) otherwise
permitted by this Indenture. 
 ARTICLE V 

REDEMPTION OF SECURITIES 

SECTION 5.1 Notices to Trustee. If the Issuer elects to redeem Notes pursuant to the optional redemption provisions of
Section 5.7 hereof, it must furnish to the Trustee and the Paying Agent, at least 30 days but not more than 60 days before a redemption date, an Officer’s Certificate setting forth: 

 

	 	(1)	the clause of this Indenture pursuant to which the redemption shall occur; 

  

	 	(2)	the redemption date; 

  

	 	(3)	the principal amount of Notes to be redeemed; and 

  

	 	(4)	the redemption price. 

 Any optional redemption referenced in such Officer’s Certificate
may be cancelled by the Issuer at any time prior to notice of redemption being sent to any Holder and thereafter shall be null and void. 

SECTION 5.2 Selection of Notes To Be Redeemed or Purchased. If less than all of the Notes are to be redeemed pursuant to
Section 5.7 or purchased in an Asset Disposition Offer pursuant to Section 3.5 or a redemption pursuant to Section 5.8, the Registrar will select Notes for redemption or purchase (a) if the Notes are in
global form, on a pro rata basis or by lot or such similar method in accordance with the procedures of DTC and (b) if the Notes are in definitive form, on a pro rata basis (subject to adjustments to maintain the authorized Notes denomination
requirements) except: 
 (1) if the Notes are listed on any national securities exchange, in compliance with the requirements
of the principal national securities exchange on which the Notes are listed; or 

  
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 (2) if otherwise required by law. 

No Notes in an unauthorized denomination or of $2,000 in aggregate principal amount or less shall be redeemed in part. In the event of partial
redemption, the particular Notes to be redeemed or purchased will be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption or purchase date by the Agent from the outstanding Notes not
previously called for redemption or purchase. 
 The Agent will promptly notify the Issuer in writing of the Notes selected for redemption
or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected will be in amounts of $2,000 or whole multiples of $1,000; except
that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed or purchased. Except as provided in the preceding sentence,
provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase. 

SECTION 5.3 Notice of Redemption. At least 30 days but not more than 60 days before a redemption date, the Issuer will send
or cause to be sent, by electronic delivery or by first class mail postage prepaid, a notice of redemption to each Holder whose Notes are to be redeemed at the address of such Holder appearing in the security registrar or otherwise in accordance
with the procedures of DTC, except that redemption notices may be sent more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant
to Articles VIII or XI hereof. 
 The notice will identify the Notes (including the CUSIP or ISIN number) to be redeemed
and will state: 
 (1) the redemption date; 

(2) the redemption price; 

(3) if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that,
in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be rescinded
in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed. 

(4) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the
redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued upon cancellation of the original Note; 

(5) the name and address of the Paying Agent; 

(6) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price; 

(7) that, unless the Issuer defaults in making such redemption payment, interest and Additional Interest, if any, on Notes
called for redemption ceases to accrue on and after the redemption date; 

  
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 (8) the paragraph of the Notes and/or Section of this Indenture pursuant to which
the Notes called for redemption are being redeemed; and 
 (9) that no representation is made as to the correctness or
accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes. 
 At Issuer’s request, the Trustee will give the
notice of redemption in the Issuer’s name and at its expense; provided, however, that the Issuer has delivered to the Trustee, at least 45 days prior to the redemption date (or such shorter period as the Trustee may agree but
in no event less than 30 days), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph. 

SECTION 5.4 Effect of Notice of Redemption. Once notice of redemption is sent in accordance with Section 5.3 hereof, Notes
called for redemption become irrevocably due and payable on the redemption date at the redemption price. Notice of redemption may, at the Issuer’s option and discretion, be subject to one or more conditions precedent, including, but not limited
to, completion of an Equity Offering (in the case of redemption pursuant to Section 5.7(b) hereof) or Change of Control (in the case of purchase pursuant to Section 3.9 hereof), as the case may be. 

SECTION 5.5 Deposit of Redemption or Purchase Price. Prior to 10:00 a.m. Eastern Time on the redemption or purchase date, the
Issuer will deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued interest and Additional Interest, if any, on, all Notes to be redeemed or purchased on that date. The Trustee or
the Paying Agent will promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the redemption or purchase price of, and accrued interest and Additional Interest,
if any, on, all Notes to be redeemed or purchased. 
 If the Issuer complies with the provisions of the preceding paragraph, on and after
the redemption or purchase date, interest and Additional Interest, if any, will cease to accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after an interest record date but on or
prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such record date. If the Issuer delivers Global Notes to the Trustee for
cancellation on a date that is after the record date and on or before the next interest payment date, then interest shall be paid in accordance with the procedures of DTC. If any Note called for redemption or purchase is not so paid upon surrender
for redemption or purchase because of the failure of the Issuer to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on
any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 3.1 hereof. 

SECTION 5.6 Notes Redeemed or Purchased in Part. Upon surrender of a Note that is redeemed or purchased in part, in the case of
Definitive Notes the Issuer will issue and, upon receipt of an Issuer Order, the Trustee will authenticate for the Holder at the expense of the Issuer a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note
surrendered; provided, that each such new Note will be in a minimum principal amount of $2,000 or integral multiple of $1,000 in excess thereof. 

SECTION 5.7 Optional Redemption. 

(a) At any time prior to July 1, 2017, the Issuer may redeem the Notes in whole or in part, at its option, upon not less than 30 nor more
than 60 days’ prior notice by electronic delivery or first class mail, postage prepaid, with a copy to the Trustee and the Agent, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price
(expressed as percentages of principal amount of the Notes to be redeemed) equal to 100.000% of the principal amount of Notes redeemed plus the relevant Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to
but exlcuding the date of redemption (the “Redemption Date”), subject to the rights of holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. 

  
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 (b) At any time and from time to time prior to July 1, 2017, the Issuer may, at its option,
upon not less than 30 nor more than 60 days’ prior notice by electronic delivery or first class mail, postage prepaid, with a copy to the Trustee and the Agent, to each Holder of Notes to the address of such Holder appearing in the Notes
Register, redeem up to 40% of the original aggregate principal amount of Notes (including Additional Notes) issued under this Indenture at a redemption price (expressed as percentages of principal amount of the Notes to be redeemed) equal to
105.375% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to but exlcuding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record
date to receive interest due on the relevant interest payment date, with the Net Cash Proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 60% of the original aggregate principal amount
of Notes initially issued under this Indenture (including Additional Notes, if any) remains outstanding immediately after the occurrence of each such redemption (excluding Notes held by the Company or any of its Restricted Subsidiaries); provided
further that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Agent shall select the Notes to be purchased in the manner described under Sections 5.1 through
5.6. 
 (c) Except pursuant to clauses (a) and (b) of this Section 5.7, the Notes will not be redeemable at the
Issuer’s option prior to July 1, 2017. 
 (d) At any time and from time to time on or after July 1, 2017, the Issuer may
redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice by electronic delivery or first class mail, postage prepaid, with a copy to the Trustee and the Agent to each Holder of Notes to the address
of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest and Additional Interest thereon, if
any, to but exlcuding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on July 1 of each of the years indicated in the table below: 
  

					
	 Period
	  	Percentage	 
	 2017
	  	 	104.031	% 
	 2018
	  	 	102.688	% 
	 2019
	  	 	101.344	% 
	 2020 and thereafter
	  	 	100.000	% 

 (e) Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the
Notes or portions thereof called for redemption on the applicable Redemption Date. 
 (f) Any redemption pursuant to this
Section 5.7 shall be made pursuant to the provisions of Sections 5.1 through 5.6. 
 SECTION 5.8 Mandatory
Redemption. The Issuer is not required to make mandatory redemption payments or sinking fund payments with respect to the Notes; provided; however, that under certain circumstances, the Issuer may be required to offer to purchase Notes
under Section 3.5 and Section 3.9. The Company may at any time and from time to time purchase Notes in the open market or otherwise. 

  
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 ARTICLE VI 

DEFAULTS AND REMEDIES 

SECTION 6.1 Events of Default. Each of the following is an “Event of Default”: 

(1) default in any payment of interest or Additional Interest, if any, on any Note when due and payable, and which default
remains uncured for 30 days; 
 (2) default in the payment of the principal amount of or premium, if any, on any Note
issued under this Indenture when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise; 

(3) failure to comply with the Company’s agreements or obligations contained in this Indenture for 60 days after
written notice by the Trustee on behalf of the Holders or by the Holders of 30% in principal amount of the outstanding Notes; 

(4) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or
evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is Guaranteed by the Company or any of its Restricted Subsidiaries), other than Indebtedness owed to the Company or a
Restricted Subsidiary, whether such Indebtedness or Guarantee now exists, or is created after the date hereof, which default: 

(A) is caused by a failure to pay principal of such Indebtedness, at its stated final maturity (after giving effect to any
applicable grace periods) provided in such Indebtedness (“payment default”); or 
 (B) results in the
acceleration of such Indebtedness prior to its stated final maturity (the “cross acceleration provision”); 
 and, in each
case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a payment default or the maturity of which has been so accelerated, aggregates $35.0 million or
more; 
 (5) failure by the Company or any Significant Subsidiary (or group of Restricted Subsidiaries that, taken together
(as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries) would constitute a Significant Subsidiary), to pay final judgments aggregating in excess of $35.0 million other than any judgments
covered by indemnities provided by, or insurance policies issued by, reputable and creditworthy issuers, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in
the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed (the “judgment default provision”); or 

(6) any Guarantee of the Notes ceases to be in full force and effect, other than in accordance with the terms of this Indenture
or a Guarantor denies or disaffirms its obligations under its Guarantee of the Notes, other than in accordance with the terms of this Indenture or upon release of such Guarantee in accordance with this Indenture; 

(7) the Company or any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together as of the latest
audited consolidated financial statements for the Company, would constitute a Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law: 

(A) commences a voluntary case or proceeding; 

(B) consents to the entry of an order for relief against it in an involuntary case or proceeding; 

(C) consents to the appointment of a Custodian of it or for substantially all of its property; 

  
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 (D) makes a general assignment for the benefit of its creditors; 

(E) consents to or acquiesces in the institution of a bankruptcy or an insolvency proceeding against it; or 

(F) takes any comparable action under any foreign laws relating to insolvency; and 

(8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 

(A) is for relief against the Company or Significant Subsidiary or any group of Restricted Subsidiaries that, taken together as
of the latest audited consolidated financial statements for the Company, would constitute a Significant Subsidiary, in an involuntary case; 

(B) appoints a Custodian of the Company, any Significant Subsidiary or any group of Restricted Subsidiaries that, taken
together as of the latest audited consolidated financial statements for the Company, would constitute a Significant Subsidiary, for substantially all of its property; 

(C) orders the winding up or liquidation of the Company, any Significant Subsidiary or any group of Restricted Subsidiaries
that, taken together as of the latest audited consolidated financial statements for the Company, would constitute a Significant Subsidiary; or 

(D) or any similar relief is granted under any foreign laws and the order, decree or relief remains unstayed and in effect for
60 consecutive days. 
 However, a default under clauses (3), (4) or (5) of this Section 6.1 will not constitute an
Event of Default until the Trustee or the Holders of 30% in principal amount of the outstanding Notes notify the Company of the default and, with respect to clauses (3) and (5) the Company does not cure such default within the time
specified in clauses (3) or (5), as applicable, of this Section 6.1 after receipt of such notice. 
 SECTION 6.2
Acceleration. If an Event of Default (other than an Event of Default described in clause (7) or (8) of Section 6.1 with respect to the Company) occurs and is continuing, the Trustee by notice to the Company or the
Holders of at least 30% in principal amount of the outstanding Notes by written notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, and accrued and unpaid interest, if any, on
all the Notes to be due and payable and to the extent such Event of Default arises from the failure to pay the redemption price that is then due and not subject to any conditions in connection with an optional redemption, the premium then due with
respect to such optional redemption on all the Notes to be due and payable. Upon such a declaration, the principal of and accrued and unpaid interest, if any, on the Notes will be due and payable immediately together with any premium due with
respect to an optional redemption. 
 In the event of a declaration of acceleration of the Notes because of an Event of Default specified in
clause (4) of Section 6.1 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled and without any action by the Trustee or the Holders, if within 30 days after such
declaration of acceleration arose: 
 (1) (x) the Indebtedness that gave rise to such Event of Default shall have been
discharged in full; or 
 (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving
rise to such Event of Default; or 

  
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 (z) if the default that is the basis for such Event of Default has been cured; and 

(2) (a) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent
jurisdiction; and 
 (b) all existing Events of Default, except nonpayment of principal, premium or interest including
Additional Interest, if any, on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. 
 If
an Event of Default described in clause (7) or (8) of Section 6.1 with respect to the Company occurs and is continuing, the principal of, and accrued and unpaid interest, if any, on all of the Notes will become and be
immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. 
 SECTION 6.3 Other
Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy by proceeding at law or in equity to collect the payment of principal of, or premium, if any, or interest including Additional Interest, if
any, on the Notes or to enforce the performance of any provision of the Notes or this Indenture. 
 The Trustee may maintain a proceeding
even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative. 

Notwithstanding any other provision of this Indenture, the sole remedy for an Event of Default relating to the failure to comply with the
reporting obligations in Section 3.10 hereunder and for any failure to comply with the requirements of Section 314(a) of the TIA, if any, will for the 60 days after the occurrence of such an Event of Default consist exclusively of
the right to receive Additional Interest on the principal amount of the Notes at a rate equal to 0.25% per annum. This Additional Interest will be payable in the same manner and subject to the same terms as other interest payable under this
Indenture. This Additional Interest will accrue on all outstanding Notes from and including the date on which an Event of Default relating to a failure to comply with the reporting obligations in Section 3.10 hereunder or
Section 314(a) of the TIA first occurs, if applicable, to but excluding the 60th day thereafter (or such earlier date on which the Event of Default relating to such reporting obligations is cured or waived). If the Event of Default resulting
from such failure to comply with the reporting obligations is continuing on such 60th day, such Additional Interest will cease to accrue and the Notes will be subject to the other remedies provided under this Article VI. 

SECTION 6.4 Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written
notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), an existing Default or
Event of Default and its consequences under this Indenture except (i) a Default or Event of Default in the payment of the principal of, or premium, if any, or interest including Additional Interest, if any, on a Note or (ii) a Default or
Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such
rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, interest including Additional
Interest, if any, that has become due solely because of the acceleration, (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest, Additional Interest, if any, premium, if any, and overdue
principal, which has become due otherwise than by such declaration of acceleration, has been paid, (4) the Company has paid the Trustee and Agent their respective compensation and reimbursed the Trustee and Agent for their respective reasonable
expenses, disbursements and advances and (5) in the event of the cure or waiver of an Event of Default of the type described in clause (4) of Section 6.1, the Trustee shall have received an Officer’s Certificate and an
Opinion of Counsel stating that such 

  
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Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is
deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right. 

SECTION 6.5 Control by Majority. The Holders of a majority in principal amount of the outstanding Notes may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or the Notes
or, subject to Sections 7.1 and 7.2, that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; provided, however, that the Trustee may take
any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification satisfactory to it against all fees, losses and expenses
(including attorney’s fees and expenses) caused by taking or not taking such action. 
 SECTION 6.6 Limitation on Suits. Subject
to Sections 6.7 and 7.2, a Holder may not pursue any remedy with respect to this Indenture or the Notes unless: 

(1) such Holder has previously given the Trustee written notice that an Event of Default is continuing; 

(2) Holders of at least 30% in principal amount of the outstanding Notes have requested in writing the Trustee to pursue the
remedy; 
 (3) such Holders have offered in writing the Trustee security or indemnity satisfactory to the Trustee against any
loss, liability or expense; 
 (4) the Trustee has not complied with such request within 60 days after the receipt of
the written request and the offer of security or indemnity; and 
 (5) the Holders of a majority in principal amount of the
outstanding Notes have not given the Trustee a written direction that, in the opinion of the Trustee, is inconsistent with such request within such 60-day period. 

A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder (it
being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders). 

SECTION 6.7 Rights of Holders To Receive Payment. Notwithstanding any other provision of this Indenture (including, without limitation,
Section 6.6), the right of any Holder to receive payment of principal of, premium, if any, or interest, including Additional Interest, if any, on the Notes held by such Holder, on or after the respective due dates expressed or provided
for in the Notes, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. 

SECTION 6.8 Collection Suit by Trustee. If an Event of Default specified in clauses (1) or (2) of Section 6.1
occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company for the whole amount then due and owing (together with interest and Additional Interest, if any, on any unpaid interest
to the extent lawful) and the amounts provided for in Section 7.7. 
 SECTION 6.9 Trustee May File Proofs of Claim. The
Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings relative to the Company, its Subsidiaries or its or their respective creditors or properties and, unless prohibited by law or applicable regulations, may be
entitled and 

  
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empowered to participate as a member of any official committee of creditors appointed in such matter and may vote on behalf of the Holders in any election of a trustee in bankruptcy or other
Person performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and the Agent and, in the event that the Trustee or the Agent shall consent to the making of
such payments directly to the Holders, to pay to the Trustee or the Agent any amount due it for the compensation, expenses, disbursements and advances of the Trustee or the Agent, its respective agents and its respective counsel, and any other
amounts due the Trustee or the Agent under Section 7.7. 
 No provision of this Indenture shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceeding. 
 SECTION 6.10 Priorities. 

(a) If the Trustee collects any money or property pursuant to this Article VI, it shall pay out the money or property in the
following order: 
 FIRST: to the Trustee and Agent, as applicable, for amounts due to them under this Indenture; 

SECOND: to Holders for amounts due and unpaid on the Notes for principal of, or premium, if any, and interest and Additional
Interest, if any, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal of, or premium, if any, and interest (including Additional Interest), respectively; and 

THIRD: to the Issuer, or to the extent the Trustee collects any amount for any Guarantor, to such Guarantor. 

(b) The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10. At least
15 days before such record date, the Issuer shall send or cause to be sent to each Holder and the Trustee a notice that states the record date, the payment date and amount to be paid. 

SECTION 6.11 Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against
the Trustee or Agent for any action taken or omitted by it as Trustee or Agent, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This
Section 6.11 does not apply to a suit by the Trustee or Agent, a suit by the Issuer, a suit by a Holder pursuant to Section 6.7 or a suit by Holders of more than 10% in outstanding principal amount of the Notes. 

ARTICLE VII 
 TRUSTEE 

SECTION 7.1 Duties of Trustee. 

(a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and
use the same degree of care and skill in its exercise as a prudent Person would exercise or use under the circumstances in the conduct of such person’s own affairs. 

  
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 (b) Except during the continuance of an Event of Default: 

(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no
implied covenants or obligations shall be read into this Indenture against the Trustee; and 
 (2) in the absence of bad
faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, opinions or orders furnished to the Trustee and conforming to the requirements of this
Indenture or the Notes, as the case may be. However, in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates and opinions
to determine whether or not they conform to the requirements of this Indenture or the Notes, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). 

(c) The Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own
willful misconduct, except that: 
 (1) this paragraph does not limit the effect of Section 7.1(b); 

(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that
the Trustee was negligent in ascertaining the pertinent facts; 
 (3) the Trustee shall not be liable with respect to any
action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5; and 

(4) No provision of this Indenture or the Notes shall require the Trustee or Agent to expend or risk its own funds or otherwise
incur financial liability in the performance of any of its duties hereunder or thereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it. 
 (d) Every provision of this Indenture that in any way relates to the Trustee is
subject to paragraphs (a), (b) and (c) of this Section 7.1. 
 (e) The Trustee shall not be liable for interest
on any money received by it except as the Trustee may agree in writing with the Issuer. 
 (f) Money held in trust by the Trustee need not
be segregated from other funds except to the extent required by law. 
 (g) Every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 7.1 and to the provisions of the TIA. 

SECTION 7.2 Rights of Trustee. Subject to Section 7.1: 

(a) The Trustee may conclusively rely on and shall be fully protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order or other paper or document (whether in its original or facsimile form) reasonably believed by it to be genuine and to have been signed or presented by the proper
Person. The Trustee need not investigate any fact or matter stated in the document. The Trustee shall receive and retain financial reports and statements of the Company as provided herein, but shall have no duty to review or analyze such reports or
statements to determine compliance with covenants or other obligations of the Company. 

  
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 (b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate
and/or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate or Opinion of Counsel. 

(c) The Trustee may execute any of the trusts and powers hereunder or perform any duties hereunder either directly by or through its attorneys
and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care by it hereunder. 

(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its
rights or powers conferred upon it by this Indenture. 
 (e) The Trustee or Agent may consult with counsel of its selection, and the advice
or opinion of counsel relating to this Indenture or the Notes shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder or under the Notes in good faith and in
accordance with the advice or opinion of such counsel. 
 (f) The Trustee shall not be deemed to have notice of any Default or Event of
Default or whether any entity or group of entities constitutes a Significant Subsidiary unless a Trust Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default or of any such
Significant Subsidiary is received by the Trustee at the corporate trust office of the Trustee specified in Section 3.11, and such notice references the Notes and this Indenture. 

(g) The rights, privileges, protections, immunities and benefits given to the Trustee and Agent, including, without limitation, their
respective right to be indemnified, are extended to, and shall be enforceable by, the Trustee and Agent in each of their respective capacities hereunder, and to the Agent, each other agent, custodian and other Person employed to act hereunder. 

(h) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Notes at the
request, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which
may be incurred therein or thereby. 
 (i) The Trustee shall not be deemed to have knowledge of any fact or matter unless such fact or
matter is actually known to a Trust Officer of the Trustee. 
 (j) Whenever in the administration of this Indenture or the Notes the Trustee
shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder or thereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of negligence or
willful misconduct on its part, conclusively rely upon an Officer’s Certificate. 
 (k) The Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate, statement, instrument, report, notice, request, direction, consent, order, bond, debenture, coupon or other paper or document, but the Trustee, in its discretion, may
make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine, during business hours and upon reasonable
notice, the books, records and premises of the Company and the Restricted Subsidiaries, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or
investigation. 
 (l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties
hereunder. 

  
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 (m) The Trustee may request that the Issuer delivers an Officer’s Certificate setting forth
the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or the Notes. 

(n) In no event shall the Trustee or Agent be liable to any Person for special, punitive, indirect, consequential or incidental loss or damage
of any kind whatsoever (including, but not limited to, lost profits), even if the Trustee has been advised of the likelihood of such loss or damage. 

(o) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer shall be sufficient if
signed by one Officer of the Issuer. 
 (p) The Trustee and Agent may employ a custodian, agent, nominee or delegate to transact or concur
in transacting any business and to do or concur in doing any acts required to be done by the Trustee and Agent (including the receipt and payment of money) and shall not be responsible for the misconduct or negligence of any such agent appointed
with due care. 
 (q) Neither the Trustee nor the Agent shall be responsible or liable for the computation of any interest payments or
redemption amounts. 
 SECTION 7.3 Individual Rights of Trustee and Agent. The Trustee in its individual or any other capacity may
become the owner or pledgee of Notes and may otherwise deal with the Issuer, the Guarantors or their Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar,
co-registrar or co-paying agent may do the same with like rights. However, the Trustee must comply with Sections 7.10 and 7.11. In addition, the
Trustee or Agent shall be permitted to engage in transactions with the Issuer; provided, however, that if the Trustee acquires any conflicting interest under the TIA, the Trustee must (i) eliminate such conflict within 90 days of
acquiring such conflicting interest, (ii) apply to the SEC for permission to continue acting as Trustee or (iii) resign. 

SECTION 7.4 Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or
adequacy of this Indenture or the Notes, shall not be accountable for the Issuer’s use of the proceeds from the sale of the Notes, shall not be responsible for the use or application of any money received by any Paying Agent other than the
Trustee or any money paid to the Issuer pursuant to the terms of this Indenture and shall not be responsible for any statement of the Issuer in this Indenture or in any document issued in connection with the sale of the Notes or in the Notes other
than the Trustee’s certificate of authentication. 
 SECTION 7.5 Notice of Defaults. If a Default or Event of Default occurs and
is continuing and if a Trust Officer has actual knowledge thereof, the Trustee shall send by electronic delivery or first class mail to each Holder at the address set forth in the Notes Register notice of the Default or Event of Default within
60 days after it is actually known to a Trust Officer. Except in the case of a Default or Event of Default in payment of principal of, or premium, if any, or interest (including Additional Interest, if any) on any Note (including payments
pursuant to the optional redemption or required repurchase provisions of such Note), the Trustee may withhold the notice if and so long it in good faith determines that withholding the notice is in the interests of Holders. 

SECTION 7.6 Reports by Trustee to Holders. Within 60 days after each March 31 beginning March 31, 2014, the Trustee
shall mail to each Holder a brief report dated as of such March 31 that complies with TIA Section 313(a) if and to the extent required thereby. The Trustee also shall comply with TIA Section 313(c). 

A copy of each report at the time of its mailing to Holders shall be filed with the SEC and each stock exchange (if any) on which the Notes
are listed. The Issuer agrees to notify the Trustee promptly in writing whenever the Notes become listed on any stock exchange and of any delisting thereof and the Trustee shall comply with TIA Section 313(d). 

  
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 SECTION 7.7 Compensation and Indemnity. The Issuer shall pay, jointly and severally, to
the Trustee and each Agent from time to time compensation for its services hereunder and under the Notes as the Issuer and the Trustee and each Agent shall from time to time agree in writing. The Trustee’s and each Agent’s compensation
shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Trustee and each Agent upon request for all reasonable
out-of-pocket expenses incurred or made by it, including, but not limited to, costs of collection, costs of preparing reports, certificates and other documents, costs of
preparation and mailing of notices to Holders. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the agents, counsel, accountants and experts of the Trustee and each Agent. The Issuer shall
indemnify, jointly and severally, the Trustee and its respective officers, directors, employees, representatives and agents from and against any and all loss, liability, damages, claims or expense, including taxes (other than taxes based upon the
income of the Trustee) (including reasonable attorneys’ and agents’ fees and expenses) incurred by it without willful misconduct or gross negligence, as determined by a court of competent jurisdiction, on its part in connection with the
administration of this trust and the performance of its duties hereunder and under the Notes, including the costs and expenses of enforcing this Indenture (including this Section 7.7) and the Notes and of defending itself against any
claims (whether asserted by any Holder, the Issuer or otherwise). The Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity of which it has received written notice. Failure by the Trustee to so notify the Issuer shall
not relieve the Issuer of its obligations hereunder. The Issuer shall defend the claim and the Trustee shall provide reasonable cooperation at the Issuer’s expense in the defense. The Trustee may have one separate counsel and the Issuer shall
pay the fees and expenses of such counsel. 
 To secure the Issuer’s payment obligations in this Section 7.7, the Trustee
shall have a lien prior to the Notes on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular Notes. Such lien shall survive the satisfaction and discharge of
this Indenture, of the appointment of any successor Trustee. The Trustee’s right to receive payment of any amounts due under this Section 7.7 shall not be subordinate to any other liability or Indebtedness of the Issuer. 

The Issuer’s payment and other obligations pursuant to this Section 7.7 shall survive the discharge of this Indenture and any
resignation or removal of the Trustee under Section 7.8. Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs fees, expenses or renders services after the occurrence of a Default
specified in clause (7) or clause (8) of Section 6.1, the expenses (including the reasonable fees and expenses of its counsel) are intended to constitute expenses of administration under any Bankruptcy Law. 

SECTION 7.8 Replacement of Trustee. The Trustee may resign at any time by so notifying the Issuer in writing not less than 30 days
prior to the effective date of such resignation. The Holders of a majority in principal amount of the Notes may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days prior to the effective date of such removal
and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably withheld. The Issuer shall remove the Trustee if: 
  

	 	(1)	the Trustee fails to comply with Section 7.10 hereof; 

  

	 	(2)	the Trustee is adjudged bankrupt or insolvent; 

  

	 	(3)	a receiver or other public officer takes charge of the Trustee or its property; or 

  

	 	(4)	the Trustee otherwise becomes incapable of acting. 

 If the Trustee resigns or is removed by
the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the office of the Trustee for any
reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor Trustee. 

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon the resignation
or removal of the retiring Trustee shall become effective, and the successor 

  
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Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at
the expense of the Issuer, promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.7, and the recognition thereof by the successor Trustee. 

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the
Holders of at least 10% in principal amount of the Notes may petition, at the Issuer’s expense, any court of competent jurisdiction for the appointment of a successor Trustee. 

If the Trustee fails to comply with Section 7.10, unless the Trustee’s duty to resign is stayed as provided in TIA
Section 310(b), any Holder, who has been a bona fide holder of a Note for at least six months, may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 

Notwithstanding the replacement of the Trustee pursuant to this Section 7.8, the Issuer’s obligations under
Section 7.7 shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor Trustee. 

SECTION 7.9 Successor Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee. 

In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by
this Indenture, any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that
time any of the Notes shall not have been authenticated, any successor to the Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Trustee; provided that the right to adopt
the certificate of authentication of any predecessor Trustee or authenticate Notes in the name of any predecessor Trustee shall only apply to its successor or successors by merger, consolidation or conversion. 

SECTION 7.10 Eligibility; Disqualification. This Indenture shall always have a Trustee that satisfies the requirements of TIA
Section 310(a)(1), (2) and (5) in every respect. The Trustee shall have a combined capital and surplus of at least $100 million as set forth in its most recent published annual report of condition. The Trustee shall comply with
TIA Section 310(b); provided, however, that there shall be excluded from the operation of TIA Section 310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation in other
securities of the Issuer are outstanding if the requirements for such exclusion set forth in TIA Section 310(b)(1) are met. 
 SECTION
7.11 Preferential Collection of Claims Against the Issuer. The Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be
subject to TIA Section 311(a) to the extent indicated. 
 SECTION 7.12 Trustee’s Application for Instruction from the
Issuer. Any application by the Trustee or Agent for written instructions from the Issuer may, at the option of the Trustee or Agent, set forth in writing any action proposed to be taken or omitted by the Trustee or Agent under this Indenture and
the date on and/or after which such action shall be taken or such omission shall be effective. The Trustee or Agent shall not be liable for any action taken by, or omission of, the Trustee or Agent in accordance with a proposal included in such
application on or after the date specified in such application (which date shall not be less than three Business Days after the date any Officer of the Issuer actually receives such application, unless any such Officer shall have consented in
writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the Trustee or Agent shall have received written instructions in response to such application specifying the action to be taken
or omitted. 

  
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 ARTICLE VIII 

LEGAL DEFEASANCE AND COVENANT DEFEASANCE 

SECTION 8.1 Option To Effect Legal Defeasance or Covenant Defeasance; Defeasance. The Issuer may, at its option and at any time, elect
to have either Section 8.2 or 8.3 hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article VIII. 

SECTION 8.2 Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.1 hereof of the option
applicable to this Section 8.2, the Issuer and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, be deemed to have been discharged from their obligations with respect
to all outstanding Notes (including the Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Guarantors will be
deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.5 hereof and the
other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all of their other obligations under such Notes, the Guarantees and this Indenture (and the Trustee or Agent, on written demand of and at the
expense of the Issuer, shall execute such instruments reasonably requested by the Issuer acknowledging the same) and to have cured all then existing Events of Default, except for the following provisions which will survive until otherwise terminated
or discharged hereunder: 
 (1) the rights of Holders of Notes issued under this Indenture to receive payments in respect of
the principal of, premium, if any, and interest and Additional Interest, if any, on the Notes when such payments are due solely out of the trust referred to in Section 8.4 hereof; 

(2) the Issuer’s obligations with respect to the Notes under Article II concerning issuing temporary Notes,
registration of such Notes, mutilated, destroyed, lost or stolen Notes and Section 3.11 hereof concerning the maintenance of an office or agency for payment and money for security payments held in trust; 

(3) the rights, powers, trusts, duties and immunities of the Trustee and the Issuer’s or Guarantors’ obligations in
connection therewith; and 
 (4) this Article VIII with respect to provisions relating to Legal Defeasance. 

SECTION 8.3 Covenant Defeasance. Upon the Issuer’s exercise under Section 8.1 hereof of the option applicable to this
Section 8.3, the Issuer and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, be released from each of their obligations under the covenants contained in
Section 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.13, 3.14, and Section 4.1 (except Section 4.1(a)(1) and (a)(2)) hereof with
respect to the outstanding Notes on and after the date the conditions set forth in Section 8.4 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes will thereafter be deemed not
“outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed “outstanding” for all other
purposes hereunder. For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and Guarantees, the Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and
such omission to comply shall not constitute a Default or an Event of Default under Section 6.1 hereof, but, except as specified above, the remainder of this Indenture and such Notes and Guarantees will be unaffected thereby. In
addition, upon the Issuer’s exercise under Section 8.1 hereof of the option applicable to this Section 8.3, subject to the satisfaction of the conditions set forth in Section 8.4 hereof,
Sections 6.1(3) (other than with respect to Section 4.1(a)(1) and (a)(2)), 6.1(4), 6.1(5), 6.1(6), 6.1(7) (with respect only to the Issuer and any Significant Subsidiary), and 6.1(8)
(with respect only to the Issuer and any Significant Subsidiary) hereof shall not constitute Events of Default. 

  
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 SECTION 8.4 Conditions to Legal or Covenant Defeasance. In order to exercise either Legal
Defeasance or Covenant Defeasance under either Section 8.2 or 8.3 hereof: 
 (1) the Issuer must
irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm
of independent public accountants, to pay the principal of and premium, if any, interest and Additional Interest, if any, due on the Notes issued under this Indenture on the stated maturity date or on the applicable redemption date, as the case may
be, and the Issuer must specify whether such Notes are being defeased to maturity or to a particular redemption date; 
 (2)
in the case of Legal Defeasance the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that, subject to customary assumptions and exclusions; 

(A) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling; or 

(B) since the issuance of such Notes, there has been a change in the applicable U.S. federal income tax law; 

in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary
assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such Legal Defeasance had not occurred; 
 (3) in the case of
Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for
U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance
had not occurred; 
 (4) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make
such deposit and the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; 

(5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under
the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which, the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; 

(6) the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that, as of the date of such opinion and
subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Sections 547 and 548 of Title 11 of the United States Code, as amended, or any applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors’ rights generally under any applicable U.S. federal or state law; 

(7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the
Issuer with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the Issuer; and 

  
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 (8) the Issuer shall have delivered to the Trustee an Officer’s Certificate
and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be,
have been complied with. 
 SECTION 8.5 Deposited Money and U.S. Government Obligations To Be Held in Trust; Other Miscellaneous
Provisions. Subject to Section 8.6 hereof, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or the Paying Agent (or other qualifying trustee, collectively for purposes of this
Section 8.5, the “Trustee”) pursuant to Section 8.4 hereof in respect of the outstanding Notes will be held in trust and applied by the Trustee or the Paying Agent, in accordance with the provisions of such
Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of
principal, premium, and interest and Additional Interest, if any, but such money need not be segregated from other funds except to the extent required by law. 

The Issuer will pay and indemnify the Trustee and each Paying Agent against any tax, fee or other charge imposed on or assessed against the
cash or U.S. Government Obligations deposited pursuant to Section 8.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the
outstanding Notes. 
 Notwithstanding anything in this Article VIII to the contrary, the Trustee or the Paying Agent will
deliver or pay to the Issuer from time to time upon the request of the Issuer any money or U.S. Government Obligations held by it as provided in Section 8.4 hereof which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the Trustee or the Paying Agent (which may be the opinion delivered under Section 8.4(1) hereof), are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. 
 SECTION 8.6 Repayment to the Issuer .
Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium or interest or Additional Interest, if any, on, any Note and remaining unclaimed for two years after such
principal, premium or interest or Additional Interest, if any, has become due and payable shall be paid to the Issuer on their written request unless an abandoned property law designates another Person or (if then held by the Issuer) will be
discharged from such trust; and the Holder of such Note will thereafter be permitted to look only to the Issuer for payment thereof unless an abandoned property law designates another Person, and all liability of the Trustee or such Paying Agent
with respect to such trust money, and all liability of the Issuer as trustee thereof, will thereupon cease; provided, however, that the Trustee, before being required to make any such repayment, shall at the expense of the Issuer cause
to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of such notification or
publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. 
 SECTION 8.7 Reinstatement. If the
Trustee or Paying Agent is unable to apply any money or U.S. dollars or U.S. Government Obligations in accordance with Section 8.2 or 8.3 hereof, as the case may be, by reason of any order or judgment of any court or Governmental
Authority enjoining, restraining or otherwise prohibiting such application, then the Issuer’s and the Guarantors’ obligations under this Indenture and the Notes and the Guarantees will be revived and reinstated as though no deposit had
occurred pursuant to Section 8.2 or 8.3 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.2 or 8.3 hereof, as the case may be;
provided, however, that, if the Issuer makes any payment of principal of, premium, or interest or Additional Interest, if any, on, any Note following the reinstatement of its obligations, the Issuer will be subrogated to the rights of
the Holders of such Notes to receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent. 

  
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 ARTICLE IX 

AMENDMENTS 
 SECTION 9.1
Without Consent of Holders. Notwithstanding Section 9.2 of this Indenture, the Issuer and the Trustee may amend or supplement any Note Documents: 

(1) to cure any ambiguity, omission, mistake, defect, error or inconsistency, conform any provision to any provision under the
heading “Description of Notes” in the Offering Memorandum or reduce the minimum denomination of the Notes; 
 (2)
to provide for the assumption by a successor Person of the obligations of the Company under any Note Document; 
 (3) to
provide for uncertificated Notes in addition to or in place of certificated Notes; 
 (4) to add to the covenants or provide
for a Guarantee for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Restricted Subsidiary; 

(5) to make any change that does not adversely affect the rights of any Holder in any material respect; 

(6) make such provisions as necessary (as determined in good faith by the Company) for the issuance of Exchange Notes and
Additional Notes; 
 (7) to provide for any Restricted Subsidiary to provide a Guarantee in accordance with
Section 3.2, to add Guarantees with respect to the Notes, to add security to or for the benefit of the Notes, or to confirm and evidence the release, termination, discharge or retaking of any Guarantee or Lien with respect to or securing
the Notes when such release, termination, discharge or retaking is provided for under this Indenture; 
 (8) at the
Company’s election, comply with any requirement of the SEC in connection with the qualification of this Indenture under the TIA, if such qualification is required; 

(9) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee pursuant to the
requirements hereof or to provide for the accession by the Trustee to any Note Document; or 
 (10) to make any amendment to
the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of Notes; provided, however, that
(i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of
Holders to transfer Notes. 
 Subject to Section 9.2, upon the request of the Issuer accompanied by a Board Resolution
authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Sections 9.5 and 12.6 hereof, the Trustee will join with the Issuer and the Guarantors in the
execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its
discretion, but will not be obligated to, enter into such amended or supplemental Indenture. 

  
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 After an amendment or supplement under this Section 9.1 becomes effective, the Issuer
shall mail to Holders a notice briefly describing such amendment or supplement. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment or supplement under this
Section 9.1. 
 SECTION 9.2 With Consent of Holders. Except as provided below in this Section 9.2, the
Issuer, the Guarantors and the Trustee may amend, supplement or otherwise modify this Indenture, any Guarantee and the Notes issued hereunder with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then
outstanding and issued under this Indenture, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, and, subject to Sections 6.4 and 6.7 hereof, any
existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest, if any, and Additional Interest, on the Notes, except a payment default resulting from an acceleration
that has been rescinded) or compliance with any provision of this Indenture, the Notes and the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes issued under this
Indenture (including consents obtained in connection with a purchase of or tender offer or exchange offer for Notes). Section 2.9 hereof and Section 12.6 hereof shall determine which Notes are considered to be
“outstanding” for the purposes of this Section 9.2. 
 Upon the request of the Issuer accompanied by a resolution of
its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents
described in Sections 9.5 and 12.6 hereof, the Trustee will join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the
Trustee’s or Agent’s own rights, duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. 

Without the consent of each Holder of Notes affected, an amendment, supplement or waiver may not, with respect to any Notes issued thereunder
and held by a nonconsenting Holder: 
 (1) reduce the principal amount of such Notes whose Holders must consent to an
amendment; 
 (2) reduce the stated rate of or extend the stated time for payment of interest on any such Note (other than
provisions relating to Section 3.5 and Section 3.9); 
 (3) reduce the principal of or extend the
Stated Maturity of any such Note; 
 (4) reduce the premium payable upon the redemption of any such Note or change the time
at which any such Note may be redeemed, in each case as set forth in Section 5.7; 
 (5) make any such Note
payable in money other than that stated in such Note; 
 (6) impair the right of any Holder to receive payment of principal
of and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any such payment on or with respect to such Holder’s Notes; 

(7) waive a Default or Event of Default with respect to the nonpayment of principal, premium, interest or Additional Interest
(except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of such Notes and a waiver of the payment default that resulted from such acceleration); or 

(8) make any change in the amendment or waiver provisions which require the Holders’ consent described in this
Section 9.2. 

  
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 It shall not be necessary for the consent of the Holders under this Indenture to approve the
particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment, supplement or waiver under this Indenture by any Holder of the Notes given in
connection with a tender or exchange of such Holder’s Notes will not be rendered invalid by such tender or exchange. 
 After an
amendment or supplement under this Section 9.2 becomes effective, the Issuer shall mail to Holders a notice briefly describing such amendment or supplement. The failure to give such notice to all Holders, or any defect therein, shall not
impair or affect the validity of an amendment or supplement. 
 SECTION 9.3 Revocation and Effect of Consents and Waivers. Until an
amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting
Holder’s Note, even if notation of the consent or waiver is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent or waiver as to such Holder’s Note or portion of its Note if the
Trustee receives written notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder. 

The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to give their consent or
take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Holders at such record date (or their
duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent
shall be valid or effective for more than 120 days after such record date. 
 SECTION 9.4 Notation on or Exchange of Notes. The
Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuer in exchange for all Notes may issue and the Trustee shall, upon receipt of an Issuer Order, authenticate new Notes
that reflect the amendment, supplement or waiver. 
 Failure to make the appropriate notation or issue a new Note will not affect the
validity and effect of such amendment, supplement or waiver. 
 SECTION 9.5 Trustee Sign Amendments. The Trustee shall sign any
amended or supplemental indenture authorized pursuant to this Article IX if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. In executing any amended or supplemental
indenture, the Trustee shall receive and (subject to Sections 7.1 and 7.2 hereof) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 12.4 hereof, an Officer’s
Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and is valid, binding and enforceable against the Issuer and the Guarantors in accordance with
its terms. 
 ARTICLE X 

GUARANTEE 
 SECTION 10.1
Guarantee. Subject to the provisions of this Article X, each Guarantor hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally with each other Guarantor, to each
Holder of the Notes, and the Trustee and the Agent the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest (including Additional Interest) on the
Notes and all other obligations and liabilities of the Issuer under this Indenture (including without limitation interest (including Additional Interest) accruing after the filing of any 

  
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petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Issuer or any Guarantor whether or not a claim for
post-filing or post-petition interest is allowed in such proceeding and the obligations under Section 7.7), and the Registration Rights Agreement (all the foregoing being hereinafter collectively
called the “Guaranteed Obligations”). Each Guarantor agrees that the Guaranteed Obligations will rank equally in right of payment with other Indebtedness of such Guarantor, except to the extent such other Indebtedness is subordinate
to the Guaranteed Obligations, in which case the obligations of the Guarantors under the Guarantees will rank senior in right of payment to such other Indebtedness. 

To evidence its Guarantee set forth in this Section 10.1, each Guarantor hereby agrees that this Indenture shall be executed on
behalf of such Guarantor by an Officer of such Guarantor. 
 Each Guarantor hereby agrees that its Guarantee set forth in this
Section 10.1 shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. 

If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Guarantee
shall be valid nevertheless. 
 Each Guarantor further agrees (to the extent permitted by law) that the Guaranteed Obligations may be
extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article X notwithstanding any extension or renewal of any Guaranteed Obligation. 

Each Guarantor waives presentation to, demand of payment from and protest to the issuer of any of the Guaranteed Obligations and also waives
notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. 
 Each
Guarantor further agrees that its Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the
Guaranteed Obligations. 
 Except as set forth in Section 10.2, the obligations of each Guarantor hereunder shall not be subject
to any reduction, limitation, impairment or termination for any reason (other than payment of the Guaranteed Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense
of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the Guaranteed Obligations of
each Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Indenture, the
Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement;
(d) the release of any security held by any Holder for the Guaranteed Obligations; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; (f) any change in the ownership of the Company; (g) any
default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or (h) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk
of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. 
 Each Guarantor agrees that its
Guarantee herein shall remain in full force and effect until payment in full of all the Guaranteed Obligations or such Guarantor is released from its Guarantee in compliance with Section 10.2, Article VIII or
Article XI. Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of, premium, if any, interest or
Additional Interest, if any, on any of the Guaranteed Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer or otherwise. 

  
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 In furtherance of the foregoing and not in limitation of any other right which any Holder has at
law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Guaranteed Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Guarantor
hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee on behalf of the Holders an amount equal to the sum of (i) the unpaid amount of such
Guaranteed Obligations then due and owing and (ii) accrued and unpaid interest (including Additional Interest) on such Guaranteed Obligations then due and owing (but only to the extent not prohibited by law) (including interest accruing after
the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceeding relating to the Issuer or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding). 
 Each Guarantor further agrees that, as between
such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Guarantee herein, notwithstanding any
stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guaranteed Obligations, such Guaranteed
Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Guarantee. 

Each Guarantor also agrees to pay any and all fees, costs and expenses (including attorneys’ fees and expenses) incurred by the Trustee,
Agent or the Holders in enforcing any rights under this Section. 
 SECTION 10.2 Limitation on Liability; Termination, Release and
Discharge. 
 (a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder
will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of
the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent
transfer under federal, foreign or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. 

(b) Any Guarantee of a Guarantor shall terminate upon: 

(1) a sale or other disposition (including by way of consolidation or merger) of the Capital Stock of such Guarantor (after
which such Guarantor is no longer a Restricted Subsidiary) or the sale or disposition of all or substantially all the assets of the Guarantor (other than to the Company or a Restricted Subsidiary) otherwise permitted by this Indenture; 

(2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any
event after which the Guarantor is no longer a Restricted Subsidiary; 
 (3) defeasance or discharge of the Notes pursuant to
Article VIII or Article XI; 
 (4) to the extent that such Guarantor is not an Immaterial Subsidiary
solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of the guarantee referred to in such clause; or 

(5) to the extent such Guarantor is also a guarantor or borrower under the Credit Agreement and, at the time of release of its
Guarantee, (x) has been released from its guarantee of, and all pledges and security, if any, granted in connection with the Credit Agreement, (y) does not Guarantee any Indebtedness of the Company or any of the other Guarantors, and
(z) there is no Indebtedness outstanding that was Incurred by such Guarantor under Section 3.2(a) in its status as a Guarantor. 

  
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 SECTION 10.3 Right of Contribution. Each Guarantor hereby agrees that to the extent that
any Guarantor shall have paid more than its proportionate share of any payment made on the obligations under the Guarantees, such Guarantor shall be entitled to seek and receive contribution from and against the Issuer or any other Guarantor who has
not paid its proportionate share of such payment. The provisions of this Section 10.3 shall in no respect limit the obligations and liabilities of each Guarantor to the Trustee and the Holders and each Guarantor shall remain liable to
the Trustee and the Holders for the full amount guaranteed by such Guarantor hereunder. 
 SECTION 10.4 No Subrogation.
Notwithstanding any payment or payments made by each Guarantor hereunder, no Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Issuer or any other Guarantor or any collateral security or
guarantee or right of offset held by the Trustee or any Holder for the payment of the Guaranteed Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer or any other Guarantor in respect of
payments made by such Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Issuer on account of the Guaranteed Obligations are paid in full. If any amount shall be paid to any Guarantor on account of such subrogation
rights at any time when all of the Guaranteed Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Guarantor, and shall, forthwith
upon receipt by such Guarantor, be turned over to the Trustee in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Trustee, if required), to be applied against the Guaranteed Obligations. 

ARTICLE XI 
 SATISFACTION AND
DISCHARGE 
 SECTION 11.1 Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as
to all Notes issued hereunder, when: 
 (a) either: 

(1) all Notes that have been authenticated and delivered (except lost, stolen or destroyed Notes and Notes for which provision
for payment was previously made and thereafter the funds have been released to the Issuer) have been delivered to the Trustee for cancellation; or 

(2) all such Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable by reason of
the making of a notice of redemption or otherwise or (ii) will become due and payable within one year at their Stated Maturity or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the
giving of notice of redemption by the Trustee, in the name, and at the expense of the Issuer; 
 (b) the Issuer has
irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, U.S. Government Obligations, or a combination thereof, in such amounts as will be
sufficient, in the opinion of a nationally recognized firm of public accountants, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on such Notes not previously delivered to the Trustee for
cancellation, for principal, premium, if any, and interest (including Additional Interest, if any) to the date of deposit (in the case of Notes that have become due and payable), or to the Stated Maturity or redemption date, as the case may be; 

(c) no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and the
granting of Liens in connection therewith) with respect to this Indenture or the Notes issued hereunder shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in
a breach or violation of, or constitute a default under the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which the Company or any Guarantor is a party or by which the Issuer or any Guarantor is
bound; 

  
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 (d) the Issuer has paid or caused to be paid all sums payable by the Issuer under
this Indenture; and 
 (e) the Issuer has delivered irrevocable instructions to the Agent to apply the deposited money toward
the payment of such Notes issued hereunder at maturity or the redemption date, as the case may be. 
 In addition, the Issuer shall deliver
an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. 

Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Registrar pursuant to clause (a)(2) of
this Section 11.1, the provisions of Sections 11.2 and 8.6 hereof will survive. 
 SECTION 11.2 Application of
Trust Money. Subject to the provisions of Section 8.6 hereof, all money deposited with the Trustee or the Paying Agent pursuant to Section 11.1 hereof shall be held in trust and applied by it, in accordance with the
provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and
premium) and interest and Additional Interest, if any, for whose payment such money has been deposited with the Trustee or the Paying Agent; but such money need not be segregated from other funds except to the extent required by law. 

If the Trustee or the Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with Section 11.1
hereof by reason of any legal proceeding or by reason of any order or judgment of any court or Governmental Authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s and any Guarantor’s obligations under this
Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.1 hereof; provided that if the Issuer has made any payment of principal of, premium or interest or Additional
Interest, if any, on, any Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or U.S. Government Obligations held by the Trustee or
the Paying Agent. 
 ARTICLE XII 

MISCELLANEOUS 
 SECTION
12.1 Notices. Any notice, request, direction, consent or communication made pursuant to the provisions of this Indenture or the Notes shall be in writing and delivered in person, delivered by commercial courier service, sent by facsimile or
mailed by first-class mail, postage prepaid, addressed as follows: 
 if to the Issuer or to any
Guarantor: 
 Cott Corporation 

5519 W. Idlewild Avenue 
 Tampa,
Florida 33634 
 Attention: Jason Ausher 

Facsimile: (813) 881-1870 

  
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 with a copy to: 

Kirkland & Ellis LLP 

601 Lexington Ave 
 New York, New
York 10022 
 Attention: Christian O. Nagler 

Facsimile: (212) 446-6460 

if to the Trustee, at its corporate trust office, which corporate trust office for purposes of this Indenture is at the date hereof located at:

 Wells Fargo Bank, National Association 

7000 Central Parkway, Suite 550 

Atlanta, GA 30328 

Attention: Corporate Trust Services – Administrator for Cott Beverages Inc. 

Phone: 770-551-5117 
 if to the
Agent, at its corporate office, which corporate office for purposes of this Indenture is at the date hereof located at: 
 Wells Fargo Bank,
National Association 
 7000 Central Parkway, Suite 550 

Atlanta, GA 30328 

Attention: Corporate Trust Services – Administrator for Cott Beverages Inc. 

Phone: 770-551-5117 
 The Issuer,
the Trustee or the Agent by written notice to the other may designate additional or different addresses for subsequent notices or communications. 

Any notice or communication to the Issuer or the Guarantors shall be deemed to have been given or made as of the date so delivered if
personally delivered or if delivered electronically, when receipt is acknowledged, if telecopied; and seven calendar days after mailing if sent by registered or certified mail, postage prepaid (except that a notice of change of address shall not be
deemed to have been given until actually received by the addressee). Any notice or communication to the Trustee or the Agent shall be deemed delivered upon receipt. 

Any notice or communication sent to a Holder shall be electronically delivered or mailed to the Holder at the Holder’s address as it
appears in the Notes Register and shall be sufficiently given if so sent within the time prescribed. 
 Failure to mail a notice or
communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is sent in the manner provided above, it is duly given, whether or not the addressee receives it, except that
notices to the Trustee and the Agent shall be effective only upon receipt. 
 Notwithstanding any other provision of this Indenture or any
Note, where this Indenture or any Note provides for notice of any event (including any notice of redemption or purchase) to a Holder of a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to DTC (or its
designee) pursuant to the standing instructions from DTC or its designee. 
 SECTION 12.2 Communication by Holders of Notes with Other
Holders of Notes. Holders may communicate pursuant to TIA Section 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Issuer, the Trustee, the Registrar and anyone else shall have the protection of
TIA Section 312(c). 

  
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 SECTION 12.3 Certificate and Opinion as to Conditions Precedent. Upon any request or
application by the Issuer or any of the Guarantors to the Trustee to take or refrain from taking any action under this Indenture, the Issuer or such Guarantor, as the case may be, shall furnish to the Trustee: 

(1) an Officer’s Certificate in form satisfactory to the Trustee (which shall include the statements set forth in
Section 12.5 hereof) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been satisfied; and 

(2) an Opinion of Counsel in form satisfactory to the Trustee (which shall include the statements set forth in
Section 12.5 hereof) stating that, in the opinion of such counsel, all such conditions precedent have been satisfied and all covenants have been complied with. 

SECTION 12.4 Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant or
condition provided for in this Indenture (other than a certificate provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of TIA Section 314(e) and shall include: 

(1) a statement that the individual making such certificate or opinion has read such covenant or condition; 

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based; 
 (3) a statement that, in the opinion of such individual, he has made
such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and 

(4) a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with.

 In giving such Opinion of Counsel, counsel may rely as to factual matters on an Officer’s Certificate or on certificates of public
officials. 
 SECTION 12.5 When Notes Disregarded. In determining whether the Holders of the required aggregate principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer, any Guarantor or any Affiliate of them shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall
be protected in conclusively relying on any such direction, waiver or consent, only Notes which a Trust Officer of the Trustee actually knows are so owned shall be so disregarded. Also, subject to the foregoing, only Notes outstanding at the time
shall be considered in any such determination. 
 SECTION 12.6 Rules by Trustee, Paying Agent and Registrar. The Trustee may make
reasonable rules for action by, or at meetings of, Holders. The Registrar and the Paying Agent may make reasonable rules for their functions. 

SECTION 12.7 Legal Holidays. A “Legal Holiday” is a Saturday, a Sunday or other day on which commercial banking
institutions are authorized or required to be closed in New York, New York or the state of the place of payment. If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and no interest
shall accrue for the intervening period (unless otherwise required). If a regular record date is a Legal Holiday, the record date shall not be affected. 

SECTION 12.8 Governing Law. THIS INDENTURE, THE NOTES AND THE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK. 
 SECTION 12.9 Jurisdiction. The Issuer and the Guarantors agree that any suit, action or proceeding
against the Issuer or any Guarantor brought by any Holder, the Trustee or the Agent arising out of or based upon this Indenture, the Guarantees or the Notes may be instituted in any state or Federal court in the Borough of Manhattan, New York, New
York, and any appellate court from any thereof, and each of them irrevocably submits to the 

  
 -96- 








 
non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Issuer and the Guarantors irrevocably waive, to the fullest extent permitted by law, any objection to any suit,
action, or proceeding that may be brought in connection with this Indenture, the Guarantees or the Notes, including such actions, suits or proceedings relating to securities laws of the United States of America or any state thereof, in such courts
whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Issuer and the Guarantors agree that final judgment in any such suit, action or
proceeding brought in such court shall be conclusive and binding upon the Issuer or the Guarantors, as the case may be, and may be enforced in any court to the jurisdiction of which the Issuer or the Guarantors, as the case may be, are subject by a
suit upon such judgment. 
 SECTION 12.10 Conversion of Currency. The Company covenants and agrees that the following provisions
shall apply to conversion of currency in the case of its Guarantee and this Indenture: 
 (a) If for the purposes of obtaining judgment in,
or enforcing the judgment of, any court in any country, it becomes necessary to convert into any other currency (the “judgment currency”) an amount due in United States Dollars, then the conversion shall be made at the rate of
exchange prevailing on the Business Day before the day on which the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine). If there is a change in the rate of exchange prevailing between
the Business Day before the day on which the judgment is given or an order of endorsement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company will pay such additional
(or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the judgment currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in United States Dollars
originally due; 
 (b) In the event of the winding-up of the Company at any time while any amount or damages owing under its Guarantee and
this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders of Notes and the Trustee harmless against any deficiency arising or resulting from any variation in
rates of exchange between (1) the date as of which the equivalent of the amount in United States Dollars due or contingently due under the Notes and this Indenture (other than under this Subsection calculated for the purposes of such winding-up
and (2) the final date for the filing of proofs of claim in such winding-up. For the purpose of this Subsection (b) the final date for the filing of proofs of claim in the winding-up of the Company shall be the date fixed by the liquidator
or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect
thereto; 
 (c) The obligations contained in Subsections (a) and (b) of this Section 12.11 shall constitute separate
and independent obligations of the Company from its other obligations under its Guarantee and this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension
granted by any Holder or the Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Company for a liquidated sum in respect of amounts
due hereunder (other than under Subsection (b) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the Trustee, as the case may be, and no proof or
evidence of any actual loss shall be required by the Company or its liquidator. In the case of Subsection (b) above, the amount of such deficiency shall not be deemed to be reduced by any variation in rates of exchange occurring between the
said final date and the date of any liquidating distribution; and 
 (d) The term “rate(s) of exchange” shall mean the rate
of exchange quoted by the Canadian Imperial Bank of Commerce at its central foreign exchange desk in its main office in Toronto at 12:00 noon (Toronto time) on the relevant date for purchases of United States dollars with the judgment currency other
than United States Dollars referred to in Subsections (a) and (b) above and includes any premiums and costs of exchange payable. 

  
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 SECTION 12.11 Waivers of Jury Trial. THE ISSUER, THE GUARANTORS, THE TRUSTEE AND THE
AGENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE GUARANTEES
AND FOR ANY COUNTERCLAIM THEREIN. 
 SECTION 12.12 USA PATRIOT Act Section 326 Customer Identification Program. The parties
hereto acknowledge that in order to help the United States government fight the funding of terrorism and money laundering activities, pursuant to Federal regulations that became effective on October 1, 2003 (Section 326 of the USA PATRIOT Act)
all financial institutions are required to obtain, verify, record and update information that identifies each person establishing a relationship or opening an account. The parties to this Indenture agree that they will provide to the Trustee and
Agent such information as it may request, from time to time, in order for the Trustee and Agent to satisfy the requirements of the USA PATRIOT Act, including but not limited to the name, address, tax identification number and other information that
will allow it to identify the individual or entity who is establishing the relationship or opening the account and may also ask for formation documents such as articles of incorporation or other identifying documents to be provided. 

SECTION 12.13 No Recourse Against Others. No director, officer, employee, incorporator, stockholder or shareholder of the Company or
any of its Subsidiaries or Affiliates, as such (other than the Issuer and the Guarantors), shall have any liability for any obligations of the Issuer or the Guarantors under the Note Documents or for any claim based on, in respect of, or by reason
of such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities
under the federal securities laws and it is the view of the SEC that such a waiver is against public policy. 
 SECTION 12.14
Successors. All agreements of the Issuer and each Guarantor in this Indenture and the Notes shall bind their respective successors. All agreements of the Trustee in this Indenture shall bind its successors. All agreements of the Agent in this
Indenture shall bind its successors. 
 SECTION 12.15 Multiple Originals. The parties may sign any number of copies of this
Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and
delivery of this Indenture as to the parties hereto and may be used in lieu of the original 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 12.16 Qualification of Indenture. The Trustee shall be entitled to receive from the Issuer any such
Officer’s Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the TIA. 

SECTION 12.17 Table of Contents; Headings. The table of contents, cross-reference table and
headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof. 

SECTION 12.18 Force Majeure. In no event shall the Trustee or Agent be responsible or liable for any failure or delay in the
performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances,
nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, it being understood that the Trustee and Agent shall use reasonable best efforts which
are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. 

  
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 SECTION 12.19 Severability. In case any provision in this Indenture or in the Notes 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. 

[Signature on following pages] 

  
 -99- 








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

			
	COTT BEVERAGES INC.
		
	By:	 	 /s/Jason Ausher

	Name:	 	Jason Ausher
	Title:	 	Treasurer
	
	156775 CANADA INC.
	2011438 ONTARIO LIMITED
	804340 ONTARIO LIMITED
	967979 ONTARIO LIMITED
	CAROLINE LLC
	CLIFFSTAR LLC
	COTT ACQUISITION LLC
	COTT CORPORATION
	COTT HOLDINGS INC.
	COTT U.S. ACQUISITION LLC
	COTT VENDING INC.
	INTERIM BCB, LLC
	STAR REAL PROPERTY LLC
		
	By:	 	 /s/ Jason Ausher

	Name:	 	Jason Ausher
	Title:	 	Treasurer
	
	CALYPSO SOFT DRINKS LIMITED
	COOKE BROS HOLDINGS LIMITED
	COOKE BROS. (TATTENHALL). LIMITED
	COTT DEVELOPMENTS LIMITED
	COTT VENTURES LIMITED
	COTT VENTURES UK LIMITED
	MR FREEZE (EUROPE) LIMITED
	TT CALCO LIMITED
		
	By:	 	 /s/ Jason Ausher

	Name:	 	Jason Ausher
	Title:	 	Director



  
 [Signature Page to the
Indenture] 








 
			
	COTT (NELSON) LIMITED
	COTT BEVERAGES LIMITED
	COTT EUROPE TRADING LIMITED
	COTT LIMITED
	COTT NELSON (HOLDINGS) LIMITED
	COTT PRIVATE LABEL LIMITED
	COTT RETAIL BRANDS LIMITED
		
	By:	 	 /s/ Gregory Leiter

	Name:	 	Gregory Leiter
	Title:	 	Director



  
 [Signature Page to the
Indenture] 








 
			
	COTT USA FINANCE LLC
		
	By:	 	 /s/ Ceaser Gonzalez

	Name:	 	Ceaser Gonzalez
	Title:	 	President



  
 [Signature Page to the
Indenture] 








 
			
	COTT LUXEMBOURG S.A.R.L.
		
	By:	 	 /s/ Joanne Lloyd-Davies

	Name:	 	Joanne Lloyd-Davies
	Title:	 	Class A Manager
	
	COTT ACQUISITION LIMITED
	COTT UK ACQUISITION LIMITED
		
	By:	 	 /s/ Joanne Lloyd-Davies

	Name:	 	Joanne Lloyd-Davies
	Title:	 	Director



  
 [Signature Page to the
Indenture] 








 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	as Trustee
		
	By:	 	 /s/ Stefan Victory

	Name:	 	Stefan Victory
	Title:	 	Vice President



  
 [Signature Page to the
Indenture] 








 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	as Paying Agent, Registrar, Transfer Agent and Authenticating Agent
		
	By:	 	 /s/ Stefan Victory

	Name:	 	Stefan Victory
	Title:	 	Vice President



  
 [Signature Page to the
Indenture] 








 EXHIBIT A 

[FORM OF FACE OF GLOBAL RESTRICTED NOTE] 

[Applicable Restricted Notes Legend] 

[Depository Legend, if applicable] 
  

			
	No. [      ]	  	Principal Amount $[            ] [as revised by the Schedule of Increases and Decreases in Global Note attached
hereto]1
		  	CUSIP NO.
                                        


 COTT BEVERAGES INC. 

5.375% Senior Notes due 2022 

Cott Beverages Inc., a Georgia corporation (the “Issuer”) promise to pay to [Cede & Co.], or its registered assigns,
the principal sum of             Dollars, [as revised by the Schedule of Increases and Decreases in Global Note attached hereto], on July 1, 2022. 

Interest Payment Dates: January 1 and July 1, commencing on January 1, 2015 

Record Dates: December 15 and June 15 

Additional provisions of this Note are set forth on the other side of this Note. 

 
  

	1 	Insert in Global Notes only. 


  
 A-1 








 Dated: 

 

			
	COTT BEVERAGES INC.
		
	By:	 	  

	Name:	 	
	Title:	 	


 This Note is one of the 5.375% Senior Notes due 2022 referred to in the
within-mentioned Indenture. 
 WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 

 

			
	By:	 	  

	Name:	 	
	Title:	 	
	
	Dated:                    


  
 A-2 








 [FORM OF REVERSE SIDE OF NOTE] 

COTT BEVERAGES INC. 
 5.375% SENIOR
NOTES DUE 2022 
 Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. 

 

	1.	Interest 

 The Issuer promises to pay interest (including Additional Interest, if any) on
the principal amount of this Note at 5.375% per annum from June 24, 2014 until maturity. The Issuer will pay interest semi-annually in arrears every January 1 and July 1 of each year, or if
any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been
paid, from the date of issuance; provided, that the first Interest Payment Date shall be January 1, 2015. The Issuer shall pay interest on overdue principal at the rate specified herein, and they shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (including Additional Interest) (without regard to any applicable grace period) at the same rate to the extent lawful. Interest on the Notes will
be computed on the basis of a 360-day year comprised of twelve 30-day months. 

In addition to the rights provided to Holders of the Notes under the Indenture, Holders of Registrable Securities (as defined in the
Registration Rights Agreement) shall have all rights set forth in the Registration Rights Agreement, dated as of June 24, 2014, among the Issuer, the Guarantors named therein and the other parties named on the signature pages thereto (the
“Registration Rights Agreement”), including the right to receive Additional Interest pursuant to the Registration Rights Agreement in certain circumstances. If applicable, Additional Interest payable pursuant to the Registration
Rights Agreement shall be paid to the same Persons, in the same manner and at the same times as regular interest. 
  

	2.	Method of Payment 

 By no later than 10:00 a.m. (New York City time) on the date on
which any principal of, premium, if any, interest and Additional Interest, if any, on any Note is due and payable, the Issuer shall deposit with the Paying Agent a sum sufficient in immediately available funds to pay such principal, premium,
interest (including Additional Interest, if any) when due. Interest and Additional Interest, if any, on any Note which is payable, and is timely paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name such
Note (or one or more predecessor Notes) is registered at the close of business on the preceding December 15 and June 15 at the office or agency of the Issuer maintained for such purpose pursuant to Section 2.3 of the Indenture.
The principal of (and premium, if any) and interest and Additional Interest, if any, on the Notes shall be payable at the office or agency of Paying Agent or Registrar designated by the Issuer maintained for such purpose (which shall initially be
the office of the Agent maintained for such purpose), or at such other office or agency of the Issuer as may be maintained for such purpose pursuant to Section 2.3 of the Indenture; provided, however, that each installment
of interest and Additional Interest, if any, may be paid (i) at the option of the Paying Agent, by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Notes Register or (ii) by wire transfer to
an account located in the United States maintained by the payee, subject to the last sentence of this paragraph. Payments in respect of Notes represented by a Global Note (including principal, premium, if any, interest and Additional Interest, if
any) will be made by wire transfer of immediately available funds to the accounts specified by The Depository Trust Company or any successor depository. Payments in respect of Notes represented by Definitive Notes (including principal, premium, if
any, interest and Additional Interest, if any) held by a Holder of at least $1,000,000 aggregate principal amount of Notes represented by Definitive Notes will be made in accordance with the Notes Register, or by wire transfer to a U.S. dollar
account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days
immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). If an Interest Payment Date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday,
and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be affected. 

  
 A-3 









	3.	Paying Agent and Registrar 

 The Issuer initially appoints Wells Fargo Bank, National
Association as Registrar, Transfer Agent and Paying Agent for the Notes. The Trustee initially appoints Wells Fargo Bank, National Association as Authenticating Agent for the Notes. The Issuer may change any Registrar, Transfer Agent or Paying Agent
without prior notice to the Holders. The Issuer or any Guarantor may act as Paying Agent, Registrar or Transfer Agent. 
  

	4.	Indenture 

 The Issuer issued the Notes under an Indenture dated as of June 24, 2014 (as it may be
amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, the Guarantors, the Agent and the Trustee. The terms of the Notes include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). The Notes
are subject to all terms and provisions of the Indenture, and Holders are referred to the Indenture and the Act for a statement of those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the
provisions of the Indenture shall govern and be controlling. 
 The Notes are senior obligations of the Issuer. The aggregate principal
amount of Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one of the 5.375% Senior Notes due 2022 referred to in the Indenture. The Notes include (i) $525,000,000 aggregate principal amount of the
Issuer’s 5.375% Senior Notes due 2022 issued under the Indenture on June 24, 2014 (the “Initial Notes”), (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to
June 24, 2014 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the Issuer’s 5.375% Senior Notes due 2022 that may be issued from time to time under the
Indenture in exchange for Initial Notes or Additional Notes in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Notes”). The Initial Notes, the Additional Notes
and the Exchange Notes shall be considered collectively as a single class for all purposes of the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets, the
incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries, transactions with affiliates and the consummation of mergers and consolidations. The Indenture
also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Notes by certain subsidiaries. 
  

	5.	Guarantees 

 To guarantee the due and punctual payment of the principal, premium, if any,
interest and Additional Interest, if any (including post-filing or post-petition interest in any proceeding under Bankruptcy Law) on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall
be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantor will unconditionally guarantee (and future guarantors, jointly and severally with the Guarantor, will fully
and unconditionally Guarantee) such obligations on a senior basis pursuant to the terms of the Indenture. 
  

	6.	Redemption 

 (a) At any time prior to July 1, 2017, the Issuer may redeem the Notes
in whole or in part, at its option, upon not less than 30 nor more than 60 days’ prior notice by electronic delivery or first class mail, postage prepaid, with a copy to the Trustee and the Agent, to each Holder of Notes to the address of
such Holder appearing in the Notes Register, at a redemption price (expressed as percentages of principal amount of the Notes to be 

  
 A-4 








 
redeemed) equal to 100% of the principal amount of Notes redeemed plus the relevant Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to but excluding the
date of redemption (the “Redemption Date”), subject to the rights of holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. 

(b) At any time and from time to time prior to July 1, 2017, the Issuer may, at its option, upon not less than 30 nor more than
60 days’ prior notice electronic delivery or first class mail, postage prepaid, with a copy to the Trustee and the Agent, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the
original aggregate principal amount of Notes issued under this Indenture at a redemption price (expressed as percentages of principal amount of the Notes (including Additional Notes) to be redeemed) equal to 105.375% of the aggregate principal
amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive
interest due on the relevant interest payment date, with the Net Cash Proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 60% of the original aggregate principal amount of Notes
initially issued under the Indenture remains outstanding immediately after the occurrence of each such redemption (excluding Notes held by the Company or any of its Restricted Subsidiaries); provided further that each such redemption occurs
not later than 180 days after the date of closing of the related Equity Offering. The Agent shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6 of the Indenture. 

(c) Except pursuant to clauses (a) and (b) of this paragraph 7, the Notes will not be redeemable at the Issuer’s option
prior to July 1, 2017. 
 (d) At any time and from time to time on or after July 1, 2017, the Issuer may redeem the Notes, in
whole or in part, upon not less than 30 nor more than 60 days’ prior notice by electronic delivery or first class mail, postage prepaid, with a copy to the Trustee and the Agent, to each Holder of Notes to the address of such Holder
appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest and Additional Interest, if any, thereon, to but
excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the
twelve-month period beginning on July 1 of each of the years indicated in the table below: 
  

					
	 Period
	  	Percentage	 
	 2017
	  	 	104.031	% 
	 2018
	  	 	102.688	% 
	 2019
	  	 	101.344	% 
	 2020 and thereafter
	  	 	100.000	% 

 (e) Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the
Notes or portions thereof called for redemption on the applicable Redemption Date. 
 (f) Any redemption pursuant to this paragraph 7
shall be made pursuant to the provisions of Sections 5.1 through 5.6 of the Indenture. 
 Except as set forth in
paragraph 5 above, the Issuer is not required to make mandatory redemption or sinking fund payments with respect to the Notes. 
  

	7.	Repurchase Provisions 

 If a Change of Control occurs, each Holder will have the right to
require the Issuer to repurchase from each Holder all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount
thereof plus accrued and unpaid interest and Additional Interest, if any, to but excluding the date of purchase, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date as
provided in, and subject to the terms of, the Indenture. 

  
 A-5 








 Upon certain Asset Dispositions, the Issuer may be required to use the Excess Proceeds from such
Asset Dispositions to offer to offer to purchase the maximum aggregate principal amount of Notes (that is $2,000 or an integral multiple of $1,000 in excess thereof) and, at the Issuer’s option, Pari Passu Indebtedness that may be purchased out
of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, to the date fixed for the closing of such offer, in accordance with the procedures set forth in
Section 3.5 and in Article V of the Indenture. 
  

	8.	Denominations; Transfer; Exchange 

 The Notes shall be issuable only in fully registered
form in minimum denominations of principal amount of $2,000 and any integral multiple of $1,000 in excess thereof. A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to
furnish appropriate endorsements or transfer documents and to pay a sum sufficient to cover any tax and fees required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange of any Note (A) for a period
beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an Interest Payment Date and ending on such
Interest Payment Date or (B) called for redemption, except the unredeemed portion of any Note being redeemed in part. 
  

	9.	Persons Deemed Owners 

 The registered Holder of this Note may be treated as the owner of
it for all purposes. 
  

	10.	Unclaimed Money 

 If money for the payment of principal, premium, if any, interest or
Additional Interest, if any, remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Issuer at its written request unless an abandoned property law designates another Person to receive such money. After any such
payment, Holders entitled to the money must look only to the Issuer and not to the Trustee for payment as general creditors unless an abandoned property law designates another person for payment. 

 

	11.	Discharge and Defeasance 

 Subject to certain exceptions and conditions set forth in the
Indenture, the Issuer at any time may terminate some or all of its obligations under the Notes and the Indenture if the Issuer deposits with the Agent money or U.S. Government Obligations or a combination thereof for the payment of principal,
premium, if any and interest and Additional Interest, if any, on the Notes to redemption or maturity, as the case may be. 
  

	12.	Amendment, Supplement, Waiver 

 Subject to certain exceptions contained in the Indenture,
the Indenture and the Notes may be amended, or a Default thereunder may be waived, with the consent of the Holders of a majority in aggregate principal amount of the outstanding Notes. Without notice to or the consent of any Holder, the Issuer, the
Guarantors, the Agent and the Trustee may amend or supplement the Indenture and the Notes as provided in the Indenture. 
  

	13.	Defaults and Remedies 

 If an Event of Default (other than an Event of Default relating
to certain events of bankruptcy, insolvency or reorganization of the Company) occurs and is continuing, the Trustee by notice to the Issuer, or the Holders of at least 30% in principal amount of the outstanding Notes by notice to the Issuer and the
Trustee, may, and the Trustee 

  
 A-6 








 
(subject to the provisions of the Indenture) at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest (including Additional Interest, if
any), and any other monetary obligations on all the Notes to be due and payable immediately. Upon the effectiveness of such declaration, such principal, premium, interest, Additional Interest, if any, and other monetary obligations will be due and
payable immediately. If a bankruptcy, insolvency or reorganization of the Issuer occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest (including Additional Interest, if any) and any other monetary obligations
on all the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Notes may
rescind any such acceleration with respect to the Notes and its consequences. 
  

	14.	Trustee and Agent Dealings with the Issuer  

 Subject to certain limitations set forth in
the Indenture, the Trustee or Agent in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer, Guarantors or their Affiliates with the same rights it would have if it were not Trustee or
Agent. In addition, the Trustee or Agent shall be permitted to engage in transactions with the Issuer; provided, however, that if the Trustee acquires any conflicting interest under the TIA, the Trustee must (i) eliminate such
conflict within 90 days of acquiring such conflicting interest, (ii) apply to the Commission for permission to continue acting as Trustee or (iii) resign. 
  

	15.	No Recourse Against Others 

 No director, officer, employee, incorporator or shareholder
of the Company or any of its Subsidiaries or Affiliates, as such (other than the Issuer and the Guarantors), shall have any liability for any obligations of the Issuer or the Guarantors under the Notes, the Guarantees or the Indenture or for any
claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver
may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy. 
  

	16.	Authentication 

 This Note shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent acting on its behalf) manually signs the certificate of authentication on the other side of this Note. 
  

	17.	Abbreviations 

 Customary abbreviations may be used in the name of a Holder or an
assignee, such as TEN COM (= tenants in common), TEN ENT (= tenants by the entirety), JT TEN (= joint tenants with rights of survivorship and not as tenants in common), CUST (= custodian) and U/G/M/A (= Uniform Gift to
Minors Act). 
  

	18.	CUSIP and ISIN Numbers 

 The Issuer has caused CUSIP and ISIN numbers, if applicable, to
be printed on the Notes and has directed the Trustee and Agent to use CUSIP and ISIN numbers, if applicable, in notices of redemption or purchase as a convenience to Holders. No representation is made as to the accuracy of such numbers either as
printed on the Notes or as contained in any notice of redemption or purchase and reliance may be placed only on the other identification numbers placed thereon. 
  

	19.	Governing Law 

 This Note shall be governed by, and construed in accordance with, the
laws of the State of New York. 

  
 A-7 








 The Issuer will furnish to any Holder upon written request and without charge to the Holder a
copy of the Indenture and the Registration Rights Agreement. Requests may be made to: 
 Cott Corporation 

5519 W. Idlewild Avenue 
 Tampa,
Florida 33634 
 Attention: Jason Ausher 

Facsimile: 813-881-1870 

  
 A-8 








 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 

I or we assign and transfer this Note to: 
  

 
 (Print or type assignee’s name,
address and zip code) 
  
  

(Insert assignee’s social security or tax I.D. No.) 

and irrevocably appoint              agent to transfer this Note on the books of the
Issuer. The agent may substitute another to act for him. 
  

					
	Date:	 		 	Your Signature:                                  
                                         
                 
	Signature Guarantee:                                
                                         
                                         
                                         
                                         
                     
	
	  
 (Signature must be
guaranteed)


  
  

Sign exactly as your name appears on the other side of this Note. 

The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. 
 The
undersigned hereby certifies that it  ̈ is /  ̈ is not an Affiliate of the Issuer and that, to its knowledge, the proposed transferee  ̈ is /  ̈ is not an Affiliate of the Issuer. 
 In
connection with any transfer or exchange of any of the Notes evidenced by this certificate occurring prior to the date that is one year after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes
were owned by the Issuer or any Affiliate of the Issuer, the undersigned confirms that such Notes are being: 
 CHECK ONE BOX BELOW: 

 

	         (1) 
	 ̈	 acquired for the undersigned’s own account, without transfer; or 



 

	         (2) 
	 ̈	 transferred to the Issuer; or 


  

	         (3) 
	 ̈	 transferred pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended (the “Securities
Act”); or 


  

	         (4) 
	 ̈	 transferred pursuant to an effective registration statement under the Securities Act; or 



 

	         (5) 
	 ̈	 transferred pursuant to and in compliance with Regulation S under the Securities Act; or 



 

	         (6) 
	 ̈	 transferred pursuant to another available exemption from the registration requirements of the Securities Act of 1933, as amended.



 Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of
any person other than the registered Holder thereof; provided, however, that if box (5) or (6) is 

  
 A-9 








 
checked, the Issuer may require, prior to registering any such transfer of the Notes, in its sole discretion, such legal opinions, certifications and other information as the Issuer may
reasonably request to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933, as amended, such as the exemption provided by
Rule 144 under such Act. 
  

					
		 		 	  
 Signature

			
	Signature Guarantee:	 		 	
			
	  
	 		 	  

	(Signature must be guaranteed)	 		 	Signature

 The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations
and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. 

TO BE COMPLETED BY PURCHASER IF BOX (1) OR (3) ABOVE IS CHECKED. 

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance
on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is
relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. 
  

	
	  
 Dated:




  
 A-10 








 [TO BE ATTACHED TO GLOBAL NOTES] 

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTES 

The following increases or decreases in this Global Note have been made: 

 

									
	 Date of Exchange
	 	 Amount of decrease

in Principal
 Amount of this

Global Note
	 	 Amount of increase

in Principal Amount
 of this Global
Note
	 	 Principal Amount of

this Global Note \
 following such

decrease or increase
	 	 Signature of

authorized signatory
 of Trustee or
Notes
 Custodian

		 		 		 		 	
		 		 		 		 	
		 		 		 		 	


  
 A-11 








 OPTION OF HOLDER TO ELECT PURCHASE 

If you elect to have this Note purchased by the Issuer pursuant to Section 3.5 or 3.9 of the Indenture, check either box:

 Section 3.5   ̈     Section 3.9   ̈ 
 If you want to elect to have only part of this Note purchased by the Issuer pursuant to
Section 3.5 or 3.9 of the Indenture, state the amount in principal amount (must be in denominations of $2,000 or an integral multiple of $1,000 in excess thereof):
$            and specify the denomination or denominations (which shall not be less than the minimum authorized denomination) of the Notes to be issued to the Holder for the portion of the
within Note not being repurchased (in the absence of any such specification, one such Note will be issued for the portion not being repurchased):             . 

 

	
	Date:                              Your
Signature                                       
                                         
                                         

	
                         
       (Sign exactly as your name appears on the other side of the Note)

	
	
	Signature Guarantee:
                                         
                                         
                                         
                         
	
	     (Signature must be guaranteed)

	

 The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations
and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. 

  
 A-12 








 EXHIBIT B 

Form of Supplemental Indenture to Add Guarantors 

SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of
[            ], by and among the parties that are signatories hereto as Guarantors (the “Guaranteeing Subsidiary”), Cott Beverages Inc., a Georgia corporation (the
“Issuer”), the other Guarantors (as defined in the Indenture referred to herein), Wells Fargo Bank, National Association, as Trustee under the Indenture referred to below, Paying Agent, Registrar, Transfer Agent and Authenticating
Agent (the “Agent”). 
 W I T N E S S E T H: 

WHEREAS, the Issuer, each of the Guarantors, the Trustee and the Agent have heretofore executed and delivered an indenture dated as of
June 24, 2014 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of an aggregate principal amount of $525,000,000 of 5.375% Senior Notes due 2022 of the Issuer (the
“Notes”); 
 WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and
deliver to the Trustee a supplemental indenture 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, the Trustee and the Agent 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, the other Guarantors, the Trustee and the Agent 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 and the Trustee and the Agent the Guaranteed
Obligations pursuant to Article X of the Indenture on a senior basis. 

  
 B-1 








 ARTICLE III 

MISCELLANEOUS 
 SECTION 3.1.
Notices. All notices and other communications to the Guarantor shall be given as provided in the Indenture to the Guarantor, at its address set forth below, with a copy to the Issuer as provided in the Indenture for notices to the Issuer.

 [INSERT ADDRESS] 
 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(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 Trustee 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 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. 

  
 B-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. 

  
 B-3 








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

			
	COTT BEVERAGES INC.
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	 [EXISTING GUARANTORS],
 as a
Guarantor

		
	By:	 	  

	Name:	 	
	Title:	 	
	
	[GUARANTYING SUBSIDIARY]
		
	By:	 	  

	Name:	 	
	Title:	 	


 [Signature Page to Supplemental Indenture] 

  
 B-4 








 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	as Trustee
		
	By:	 	  

	Name:	 	
	Title:	 	


 [Signature Page to Supplemental Indenture] 

  
 B-5