Letter Amendment



 EXHIBIT 10.44 
 COTT CORPORATION 
 To the Lenders party to that certain 
 Credit Agreement, dated as of March 31, 
 2005, as amended, among Cott Corporation, 
 Cott Beverages Inc., Cott Beverages Limited, 
 Cott (Nelson) Limited, Wachovia
Bank, 
 National Association, as Administrative Agent and 
 the
other parties thereto (the “Credit Agreement”) 
 December 20, 2007 
  

	 	Re:	Letter Amendment 

 Dear Sirs/Madams: 
 Reference is made to the Credit Agreement identified above. Terms are used herein as defined therein, if not otherwise defined in this letter amendment. 
 The undersigned hereby requests that you agree to modify the Total Leverage Ratio test set forth in Section 10.1 of the Credit Agreement for the fiscal quarter
ending December 29, 2007 and modify certain covenant calculations to exclude the impact of certain specified water equipment during such quarter. In consideration for your agreement to do so, the Borrowers are willing to increase by 50 basis
points per annum the interest rate on the Loans outstanding from the last day of the fourth fiscal quarter of 2007 to (but not including) the last day of the first fiscal quarter in 2008. 
 More specifically, subject to and in accordance with the terms and conditions set forth below, the parties hereto agree as follows: 
  

	 	1.	The first sentence of the definition of “Applicable Margin” in Section 1.1 (Definitions) of the Credit Agreement is amended in its entirety to read as follows:


 “Applicable Margin” means the corresponding percentages per annum as set forth on Schedule 1.1(d),
except as the term applies to the interest rate on any Loans outstanding during the period commencing on December 29, 2007 and ending on March 27, 2008 (but not as such term applies to the Facility Fee, Letter of Credit commissions or for
other purposes), the Applicable Margin shall be the corresponding percentages per annum as set forth in Schedule 1.1(d) plus 0.500% per annum; provided, that with respect to each Revolving Loan made in an Alternative Currency, the
Applicable Margin shall be increased by an amount equal to the applicable Mandatory Cost. 
  

	 	2.	Section 10.1 of the Credit Agreement (Total Leverage Ratio) is hereby amended by adding the following sentence at the end thereof: “Notwithstanding the foregoing, for the
fiscal quarter ending December 29, 2007, the maximum permissible Total Leverage Ratio shall be 4.00 to 1.00 rather than the ratio specified in the grid above.” 









	 	3.	The Credit Agreement is amended by inserting a new Section 10.4 immediately following Section 10.3 which shall read as follows: 

 10.4 Sidel Equipment. Notwithstanding the forgoing, the impact of the arrangements respecting the water equipment manufactured by Sidel Canada,
Inc. during the fiscal quarter ending December 29, 2007 shall not be included in the covenant calculations described above in this Article X. 
 Except
as set forth above, the terms of the Credit Agreement and all other Loan Documents are hereby ratified. 
 If you are in agreement with the amendments set
forth above and the waiver of any default that may have arisen, but for the amendments set forth above, please so indicate by signing below. The amendments and waivers shall become effective, as of the date first above written, when the Required
Lenders shall have executed this letter amendment. In the event that this amendment shall become effective, the Borrower agrees to make the payments specified on Annex 1 hereto. 
 This letter amendment may be executed in counterparts. Electronically delivered signature pages (PDFs, facsimile, etc.) shall be deemed to be the functional equivalent of originally executed signature pages for all
purposes. 
  

			
	COTT CORPORATION, as Canadian Borrower and as Multicurrency Borrower Guarantor and for its Subsidiaries party to the Loan Documents
		
	By:	 	 /s/ Juan R. Figuereo

	Name:	 	Juan R. Figuereo
	Title:	 	Chief Financial Officer
		
	By:	 	 /s/ Matthew A. Kane, Jr.

	Name:	 	Matthew A. Kane, Jr.
	Title:	 	Vice President, General Counsel & Secretary


 Acknowledged and agreed to by: 
 Rabobank Nederland, Canadian Branch 
 NAME OF LENDER 
  

									
					
	By:	 	 /s/ Jason Hoogenboom
	 		 	By:	 	 /s/ Craig Squires

	Name:	 	Jason Hoogenboom	 		 	Name:	 	Craig Squires
	Title:	 	Vice President	 		 	Title:	 	Vice President









	 	3.	The Credit Agreement is amended by inserting a new Section 10.4 immediately following Section 10.3 which shall read as follows: 

 10.4 Sidel Equipment. Notwithstanding the forgoing, the impact of the arrangements respecting the water equipment manufactured by Sidel Canada,
Inc. during the fiscal quarter ending December 29, 2007 shall not be included in the covenant calculations described above in this Article X. 
 Except
as set forth above, the terms of the Credit Agreement and all other Loan Documents are hereby ratified. 
 If you are in agreement with the amendments set
forth above and the waiver of any default that may have arisen, but for the amendments set forth above, please so indicate by signing below. The amendments and waivers shall become effective, as of the date first above written, when the Required
Lenders shall have executed this letter amendment. In the event that this amendment shall become effective, the Borrower agrees to make the payments specified on Annex 1 hereto. 
 This letter amendment may be executed in counterparts. Electronically delivered signature pages (PDFs, facsimile, etc.) shall be deemed to be the functional equivalent of originally executed signature pages for all
purposes. 
  

			
	COTT CORPORATION, as Canadian Borrower and as Multicurrency Borrower Guarantor and for its Subsidiaries party to the Loan Documents
		
	By:	 	 /s/ Juan R. Figuereo

	Name:	 	Juan R. Figuereo
	Title:	 	Chief Financial Officer
		
	By:	 	 /s/ Matthew A. Kane, Jr.

	Name:	 	Matthew A. Kane, Jr.
	Title:	 	Vice President, General Counsel & Secretary


 Acknowledged and agreed to by: 

			
	
	JP Morgan Chase Bank, N.A.
	JP Morgan Chase Bank, N.A., Toronto Branch
	NAME OF LENDER
		
	By:	 	 /s/ Jeffrey Coleman

	Name:	 	Jeffrey Coleman
	Title:	 	Vice President









	 	3.	The Credit Agreement is amended by inserting a new Section 10.4 immediately following Section 10.3 which shall read as follows: 

 10.4 Sidel Equipment. Notwithstanding the forgoing, the impact of the arrangements respecting the water equipment manufactured by Sidel Canada,
Inc. during the fiscal quarter ending December 29, 2007 shall not be included in the covenant calculations described above in this Article X. 
 Except
as set forth above, the terms of the Credit Agreement and all other Loan Documents are hereby ratified. 
 If you are in agreement with the amendments set
forth above and the waiver of any default that may have arisen, but for the amendments set forth above, please so indicate by signing below. The amendments and waivers shall become effective, as of the date first above written, when the Required
Lenders shall have executed this letter amendment. In the event that this amendment shall become effective, the Borrower agrees to make the payments specified on Annex 1 hereto. 
 This letter amendment may be executed in counterparts. Electronically delivered signature pages (PDFs, facsimile, etc.) shall be deemed to be the functional equivalent of originally executed signature pages for all
purposes. 
  

			
	COTT CORPORATION, as Canadian Borrower and as Multicurrency Borrower Guarantor and for its Subsidiaries party to the Loan Documents
		
	By:	 	 /s/ Juan R. Figuereo

	Name:	 	Juan R. Figuereo
	Title:	 	Chief Financial Officer
		
	By:	 	 /s/ Matthew A. Kane, Jr.

	Name:	 	Matthew A. Kane, Jr.
	Title:	 	Vice President, General Counsel & Secretary


 Acknowledged and agreed to by: 

			
	
	HSBC Bank Canada
	 NAME OF LENDER

		
	By:	 	 /s/ Jody Sanderson

	Name:	 	Jody Sanderson
	Title:	 	Director









	 	3.	The Credit Agreement is amended by inserting a new Section 10.4 immediately following Section 10.3 which shall read as follows: 

 10.4 Sidel Equipment. Notwithstanding the forgoing, the impact of the arrangements respecting the water equipment manufactured by Sidel Canada,
Inc. during the fiscal quarter ending December 29, 2007 shall not be included in the covenant calculations described above in this Article X. 
 Except
as set forth above, the terms of the Credit Agreement and all other Loan Documents are hereby ratified. 
 If you are in agreement with the amendments set
forth above and the waiver of any default that may have arisen, but for the amendments set forth above, please so indicate by signing below. The amendments and waivers shall become effective, as of the date first above written, when the Required
Lenders shall have executed this letter amendment. In the event that this amendment shall become effective, the Borrower agrees to make the payments specified on Annex 1 hereto. 
 This letter amendment may be executed in counterparts. Electronically delivered signature pages (PDFs, facsimile, etc.) shall be deemed to be the functional equivalent of originally executed signature pages for all
purposes. 
  

			
	COTT CORPORATION, as Canadian Borrower and as Multicurrency Borrower Guarantor and for its Subsidiaries party to the Loan Documents
		
	By:	 	 /s/ Juan R. Figuereo

	Name:	 	Juan R. Figuereo
	Title:	 	Chief Financial Officer
		
	By:	 	 /s/ Matthew A. Kane, Jr.

	Name:	 	Matthew A. Kane, Jr.
	Title:	 	Vice President, General Counsel & Secretary


 Acknowledged and agreed to by: 

			
	
	HSBC Mexico, S.A.
	Institucion de Banca Multiple
	Grupo Financiero HSBC
	NAME OF LENDER
		
	By:	 	 /s/ Jorge Casas de la Torre

	Name:	 	Jorge Casas de la Torre
	Title:	 	Corporate Banking Subdirector









	 	3.	The Credit Agreement is amended by inserting a new Section 10.4 immediately following Section 10.3 which shall read as follows: 

 10.4 Sidel Equipment. Notwithstanding the forgoing, the impact of the arrangements respecting the water equipment manufactured by Sidel Canada,
Inc. during the fiscal quarter ending December 29, 2007 shall not be included in the covenant calculations described above in this Article X. 
 Except
as set forth above, the terms of the Credit Agreement and all other Loan Documents are hereby ratified. 
 If you are in agreement with the amendments set
forth above and the waiver of any default that may have arisen, but for the amendments set forth above, please so indicate by signing below. The amendments and waivers shall become effective, as of the date first above written, when the Required
Lenders shall have executed this letter amendment. In the event that this amendment shall become effective, the Borrower agrees to make the payments specified on Annex 1 hereto. 
 This letter amendment may be executed in counterparts. Electronically delivered signature pages (PDFs, facsimile, etc.) shall be deemed to be the functional equivalent of originally executed signature pages for all
purposes. 
  

			
	COTT CORPORATION, as Canadian Borrower and as Multicurrency Borrower Guarantor and for its Subsidiaries party to the Loan Documents
		
	By:	 	 /s/ Juan R. Figuereo

	Name:	 	Juan R. Figuereo
	Title:	 	Chief Financial Officer
		
	By:	 	 /s/ Matthew A. Kane, Jr.

	Name:	 	Matthew A. Kane, Jr.
	Title:	 	Vice President, General Counsel & Secretary


 Acknowledged and agreed to by: 

			
	
	Morgan Stanley Senior Funding, Inc.
	NAME OF LENDER
		
	By:	 	 /s/ Daniel Twenge

	Name:	 	Daniel Twenge
	Title:	 	Vice President









	 	3.	The Credit Agreement is amended by inserting a new Section 10.4 immediately following Section 10.3 which shall read as follows: 

 10.4 Sidel Equipment. Notwithstanding the forgoing, the impact of the arrangements respecting the water equipment manufactured by Sidel Canada,
Inc. during the fiscal quarter ending December 29, 2007 shall not be included in the covenant calculations described above in this Article X. 
 Except
as set forth above, the terms of the Credit Agreement and all other Loan Documents are hereby ratified. 
 If you are in agreement with the amendments set
forth above and the waiver of any default that may have arisen, but for the amendments set forth above, please so indicate by signing below. The amendments and waivers shall become effective, as of the date first above written, when the Required
Lenders shall have executed this letter amendment. In the event that this amendment shall become effective, the Borrower agrees to make the payments specified on Annex 1 hereto. 
 This letter amendment may be executed in counterparts. Electronically delivered signature pages (PDFs, facsimile, etc.) shall be deemed to be the functional equivalent of originally executed signature pages for all
purposes. 
  

			
	COTT CORPORATION, as Canadian Borrower and as Multicurrency Borrower Guarantor and for its Subsidiaries party to the Loan Documents
		
	By:	 	 /s/ Juan R. Figuereo

	Name:	 	Juan R. Figuereo
	Title:	 	Chief Financial Officer
		
	By:	 	 /s/ Matthew A. Kane, Jr.

	Name:	 	Matthew A. Kane, Jr.
	Title:	 	Vice President, General Counsel & Secretary


 Acknowledged and agreed to by: 

			
	
	Wachovia Bank, National Association
	NAME OF LENDER
		
	By:	 	 /s/ Jorge A. Gonzalez

	Name:	 	Jorge A. Gonzalez
	Title:	 	Managing Director









	 	3.	The Credit Agreement is amended by inserting a new Section 10.4 immediately following Section 10.3 which shall read as follows: 

 10.4 Sidel Equipment. Notwithstanding the forgoing, the impact of the arrangements respecting the water equipment manufactured by Sidel Canada,
Inc. during the fiscal quarter ending December 29, 2007 shall not be included in the covenant calculations described above in this Article X. 
 Except
as set forth above, the terms of the Credit Agreement and all other Loan Documents are hereby ratified. 
 If you are in agreement with the amendments set
forth above and the waiver of any default that may have arisen, but for the amendments set forth above, please so indicate by signing below. The amendments and waivers shall become effective, as of the date first above written, when the Required
Lenders shall have executed this letter amendment. In the event that this amendment shall become effective, the Borrower agrees to make the payments specified on Annex 1 hereto. 
 This letter amendment may be executed in counterparts. Electronically delivered signature pages (PDFs, facsimile, etc.) shall be deemed to be the functional equivalent of originally executed signature pages for all
purposes. 
  

			
	COTT CORPORATION, as Canadian Borrower and as Multicurrency Borrower Guarantor and for its Subsidiaries party to the Loan Documents
		
	By:	 	 /s/ Juan R. Figuereo

	Name:	 	Juan R. Figuereo
	Title:	 	Chief Financial Officer
		
	By:	 	 /s/ Matthew A. Kane, Jr.

	Name:	 	Matthew A. Kane, Jr.
	Title:	 	Vice President, General Counsel & Secretary


 Acknowledged and agreed to by: 

			
	
	Bank of Montreal
	 NAME OF LENDER

		
	By:	 	 /s/ Sean P. Gallaway

	Name:	 	Sean P. Gallaway
	Title:	 	Vice President