AMENDMENT NO. 5 TO CREDIT AGREEMENT



 Exhibit 10.7 

Execution Version 
 *** Indicates a portion
of the exhibit has been omitted based on a request for confidential treatment submitted to the Securities and Exchange Commission. The omitted portions have been filed separately with the Commission. 

AMENDMENT NO. 5 TO CREDIT AGREEMENT 

THIS AMENDMENT NO. 5 TO CREDIT AGREEMENT, dated as of December 12, 2014 (this “Amendment”), by and among Cott
Corporation Corporation Cott, a corporation organized under the laws of Canada, Cott Beverages Inc., a Georgia corporation, Cliffstar LLC, a Delaware limited liability company, Cott Beverages Limited, a company organized under the laws of England
and Wales, and DS Services of America, Inc., a Delaware corporation, as Borrowers, the other Loan Parties party hereto, the Lenders party hereto, JPMorgan Chase Bank, N.A., London Branch, as UK Security Trustee, JPMorgan Chase Bank, N.A., as
Administrative Agent and Administrative Collateral Agent, and General Electric Capital Corporation, as Co-Collateral Agent, and each of the other parties party hereto. Each capitalized term used herein and not defined herein shall have the meaning
ascribed thereto in the Amended Credit Agreement referred to below. 
 WITNESSETH 

WHEREAS, the Borrowers, the other Loan Parties, the Lenders, the Administrative Agent, the UK Security Trustee, the Administrative Collateral
Agent, the Co-Collateral Agent, and the other parties party thereto, are parties to that certain Credit Agreement, dated as of August 17, 2010 (as amended by that certain Amendment No. 1 to Credit Agreement, dated as of April 19,
2012, as further amended by that certain Amendment No. 2 to Credit Agreement, dated as of July 19, 2012, as further amended by that certain Amendment No. 3 to Credit Agreement, dated as of October 22, 2013, as further amended by
that certain Amendment No. 4 to Credit Agreement, dated as of May 28, 2014, and as may be further amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”;
and as amended by this Amendment, the “Amended Credit Agreement”); 
 WHEREAS, the Borrowers have requested that the
Administrative Agent and the Lenders agree to amend certain provisions of the Credit Agreement in order to (a) increase the aggregate principal amount of the Commitments by $100,000,000 to an aggregate principal amount of $400,000,000 (the
“Commitment Increase”), such additional Commitments to be provided by certain Persons listed on Annex I attached hereto (the “Commitment Annex”) that were lenders under the Credit Agreement immediately prior
to the Amendment No. 5 Effective Date (the “Existing Lenders”) and may also be provided by certain financial institutions listed on the Commitment Annex that are not Existing Lenders (the “New Lenders” and,
together with the Existing Lenders, the “Lenders”), and (b) effect certain other amendments to the Credit Agreement as set forth herein; and 

WHEREAS, each Lender, the Administrative Agent, the other Agents, each Issuing Bank, and each Swingline Lender are willing to amend the Credit
Agreement on the terms and subject to the conditions set forth herein. 








 * * * CONFIDENTIAL * * * 

 

 NOW, THEREFORE, in consideration of the premises set forth above, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, each party hereto is willing to agree to amend certain provisions of the Credit Agreement on the terms and subject to the conditions expressly set forth herein. 

I. Amendments to Credit Agreement. Effective as of the Amendment No. 5 Effective Date (as defined below), each party hereto hereby agrees that the
Credit Agreement shall be and hereby is amended as follows: 
 1. The introductory paragraph to the Credit Agreement is hereby amended as
follows: 
 (a) by deleting the first and second occurrences of the word “and”, 

(b) by adding the phrase “, and as further amended by Amendment No. 5, dated as of December 12, 2014” immediately after
the phrase “as of May 28, 2014”, and 
 (c) by adding the phrase “, and DS SERVICES OF AMERICA, INC., a Delaware
corporation (“DS Services”)” immediately after the phrase “COTT BEVERAGES LIMITED, a company organized under the laws of England and Wales”. 

2. Section 1.01 of the Credit Agreement is hereby amended by deleting the following definitions in their entirety: 

 

	 	(a)	“2009 Indenture”, 

  

	 	(b)	“2009 Note Documents”, 

  

	 	(c)	“2009 Notes”, 

  

	 	(d)	“2009 Notes Call Premium Expense”, 

  

	 	(e)	“2010 APA”, 

  

	 	(f)	“2010 Earnout”, 

  

	 	(g)	“2010 Indenture”, 

  

	 	(h)	“2010 Note Documents”, 

  

	 	(i)	“2010 Notes”, 

  

	 	(j)	“2010 Notes Call Premium Expense”, 

  

	 	(k)	“2014 Acquisition Note”, 

  

	 	(l)	“Average Aggregate Availability”, 

  

	 	(m)	“BCB European”, 


  
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	 	(n)	“BCB International”, 

  

	 	(o)	“Caroline”, 

  

	 	(p)	“Cliffstar Acquisition”, 

  

	 	(q)	“Cliffstar Companies”, 

  

	 	(r)	“Cott Acquisition LLC”, 

  

	 	(s)	“Designated Companies”, 

  

	 	(t)	“Existing Credit Agreement”, 

  

	 	(u)	“First Amendment”, 

  

	 	(v)	“Funding Accounts”, 

  

	 	(w)	“Luxembourg Reorganization”, 

  

	 	(x)	“Offering Memorandum”, 

  

	 	(y)	“Permitted Deferred Consideration”, 

  

	 	(z)	“Qualified PP&E Appraisal (Equipment)”, 

  

	 	(aa)	“Qualified PP&E Appraisal (Real Property)” , 

  

	 	(bb)	“Reorganization Disclosure Letter”, 

  

	 	(cc)	“Reorganization Schedule”, 

  

	 	(dd)	“Replacement Note Documents”, and 

  

	 	(ee)	“Restructuring”. 

 3. The defined term “Disclosed Matters” is
hereby renamed “Disclosed Matters (2010)”. 
 4. Section 1.01 of the Credit Agreement is hereby amended by inserting
the following new definitions in the appropriate alphabetical order: 
 (a) “2014 Indenture” means the Indenture, dated as
of June 24, 2014, among Cott Beverages, the guarantors from time to time party thereto, and Wells Fargo Bank, National Association, as trustee, paying agent, registrar, transfer agent and authenticating agent. 

(b) “2014 Notes Documents” means the 2014 Indenture, the 2014 Notes and all documents relating thereto or executed in
connection therewith. 

  
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 (c) “2014 Notes” means the $525,000,000 in original principal amount of
Cott Beverages 5.375 % Senior Notes due 2022 issued under the 2014 Indenture. 
 (d) “Amendment No. 5” means
Amendment No. 5 to Credit Agreement, dated as of December 12, 2014, among the Loan Parties party thereto, the Lenders party thereto, the Agents, and the Swingline Lenders and Issuing Banks party thereto. 

(e) “Amendment No. 5 Effective Date” has the meaning assigned to such term in Amendment No. 5. 

(f) “AML/Anti-Terrorism Laws” has the meaning assigned to such terms in Section 3.23(a). 

(g) “Consent Solicitation” has the meaning assigned to such term in Amendment No. 5. 

(h) “Consolidated Funded Indebtedness” means, as of any date of determination, without duplication, all Indebtedness of the
Borrowers and the Restricted Subsidiaries on a consolidated basis as of such date, excluding (a) Indebtedness described in clauses (d), (e), (k), (l) and (n) of the definition thereof, (b) Indebtedness under undrawn letters of
credit, and (c) Guarantees of Indebtedness described in clause (a) or (b) above; provided that the outstanding Indebtedness attributable to any non-wholly owned Restricted Subsidiary shall be included in Consolidated Funded
Indebtedness in proportion to the percentage of Equity Interests in such non-wholly owned Restricted Subsidiary owned by the Company and its direct or indirect wholly-owned Restricted Subsidiaries. 

(i) “Consolidated Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded
Indebtedness as of such date to (b) EBITDA. 
 (j) “Cott Unsecured Notes Indenture” means the Indenture, dated as of
December 12, 2014, among Cott Beverages, the guarantors from time to time party thereto, and Wells Fargo Bank, National Association, as trustee, paying agent, registrar, transfer agent and authenticating agent. 

(k) “Cott Unsecured Notes Documents” means the Cott Unsecured Notes Indenture, the Cott Unsecured Notes and all documents
relating thereto or executed in connection therewith. 
 (l) “Cott Unsecured Notes” means the $625,000,000 in original
principal amount of Cott Beverages 6.75% Senior Notes due 2020 issued under the Cott Unsecured Notes Indenture. 
 (m) “Disclosed
Matters (2014)” means the notices of actions, suits and proceedings and the environmental matters set forth in a letter delivered to the Administrative Agent dated as of the Amendment No. 5 Effective Date and made available to the
Lenders. 
 (n) “DS Holdings” means DS Services Holdings, Inc., a Delaware corporation. 

  
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 (o) “Eligible Supplemental Real Property” means (a) the real property
of any Original Contributor listed on Schedule 1.01(g)(1) to Amendment No. 5 on the Amendment No. 5 Effective Date and (b) any real property of any Original Contributor designated as Eligible Supplemental Real Property after the
Amendment No. 5 Effective Date and prior to the Supplemental Real Property Amortization Trigger Date, which designation shall become effective upon, and shall be evidenced by, the inclusion of, such Eligible Supplemental Real Property in the
next succeeding monthly or weekly, as applicable, Borrowing Base Certificate and the Aggregate Borrowing Base Certificate delivered to each Collateral Agent pursuant to Section 5.01(g) after the date of such designation, so long as the
requirements set forth in Section V of Amendment No. 5 have been satisfied with respect to such Supplemental Eligible Real Property on or prior to the date of such designation; provided that at no time shall (i) any Eligible
Real Property constitute or be designated as Eligible Supplemental Real Property or (ii) the Eligible Supplemental Real Property include any real property not listed on Schedule 1.01(g)(1) or 1.01(g)(2) as in effect on the Amendment No. 5
Effective Date. 
 (p) “Fourth Canadian Reaffirmation Agreement” means the Canadian law governed Reaffirmation Agreement
and Amendment No. 2 to Canadian Security Agreement, dated as of the Amendment No. 5 Effective Date, by and between the Loan Parties party thereto, the Administrative Agent and the Administrative Collateral Agent. 

(q) “Fourth U.S. Reaffirmation Agreement” means the U.S. law governed Reaffirmation Agreement and Amendment No. 2 to
U.S. Security Agreement, dated as of the Amendment No. 5 Effective Date, by and between the Loan Parties party thereto, the Administrative Agent and the Administrative Collateral Agent. 

(r) “Industrial Revenue Bond Documents” means each of (i) the Indenture of Trust by and between The Bank of New York as
Trustee and Waller County Industrial Development Corporation dated as of October 1, 1996, (ii) the Loan Agreement by and between Waller County Industrial Development Corporation and DS Services (as successor in interest to McKesson Water
Products Company) dated as of October 1, 1996, (iii) the Promissory Note by DS Services (as successor in interest to McKesson Water Products Company) in favor of Waller County Industrial Development Corporation dated as of October 30,
1996, as assigned to The Bank of New York, as trustee under the Indenture of Trust described in clause (i) above, and (iv) all documents related thereto or executed in connection therewith as the same may be amended, restated or
supplemented from time to time so long as such amendment, restatement or supplement does not have the effect of increasing the principal amount of Indebtedness or other obligations outstanding thereunder at the time of such amendment, restatement or
supplement (other than reasonable fees and expenses incurred with respect to foregoing), and does not result in any Lien securing such Indebtedness or other obligations that extends or attaches to any property or assets of any Loan Party or any of
their respective Restricted Subsidiaries. 
 (s) “Intercreditor Agreement” means that certain Amended and Restated
Intercreditor Agreement, dated as of the Amendment No. 5 Effective Date, among the Administrative Agent, the Administrative Collateral Agent, as a credit agreement collateral agent and a first-priority collateral agent, the UK Security Trustee,
as a credit agreement collateral agent and a first-priority collateral agent, Wilmington Trust, National Association, as notes collateral agent and second-priority collateral agent, the other first-priority representatives from time to time party
thereto, the other second-priority representatives from 

  
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 time to time party thereto, the Company, Cott Beverages, Cott Beverages Limited, Cliffstar, DS Holdings, DS
Services, and the other grantors from time to time party thereto, substantially in the form of Exhibit G to Amendment No. 5, as amended, restated, supplemented or otherwise modified from time to time. 

(t) “Line Cap” means, at any time, the lesser of (a) the Aggregate Borrowing Base at such time and (b) the
Commitments at such time. 
 (u) “Luxembourg Security Agreement” means that certain Pledge Agreement, dated July 8,
2011, among the Company, the Administrative Collateral Agent and Cott Luxembourg S.à.r.l., and any other pledge or security agreement governed by the laws of Luxembourg and entered into after the Effective Date by any Loan Party (or
Restricted Subsidiary that becomes a Loan Party) as required by this Agreement or any other Loan Document for the purpose of creating a Lien on the property of any such Person that is (a) organized in Luxembourg or (b) has property located
in Luxembourg, in each case as the same may be amended, restated, supplemented or otherwise modified from time to time. 
 (v)
“Original Contributor” means (a) Star Real Property LLC, solely to the extent it remains a Borrowing Base Guarantor under clause (b) of such definition, and (b) each Original Borrower. 

(w) “PP&E Amortization Amount (Adjusted Supplemental Real Property)” means, at the time of any determination occurring
on or after the Amendment No. 5 Effective Date, the sum of the PP&E Amortization Amount (Supplemental Real Property) for all Original Contributors plus, on and after the first Business Day of any PP&E Supplemental Real
Property Adjustment Period, the result of (x) $39,092,572 minus (y) 75% of the fair market value of all Original Contributors’ Eligible Supplemental Real Property based on the most recent Qualified PP&E Appraisals
(Supplemental Real Property) of all each Original Contributor’s Eligible Supplemental Real Property completed prior to such PP&E Supplemental Real Property Adjustment Period. 

(x) “PP&E Amortization Amount (Supplemental Real Property)” means, at the time of any determination occurring on or
after the Amendment No. 5 Effective Date: 
 (i) (i) prior to the Supplemental Real Property Amortization Trigger Date,
$0; or 
 (ii) (ii) on or after the Supplemental Real Property Amortization Trigger Date and prior to the first Business Day
of the first PP&E Supplemental Real Property Adjustment Period, the product of (x) the result of (I) 75% of the fair market value of such Original Contributor’s Eligible Supplemental Real Property based on the most recent
appraisals for all such Original Contributor’s Eligible Supplemental Real Property that satisfy the requirements of Section V of Amendment No. 5 completed prior to the Supplemental Real Property Amortization Trigger Date divided
by (II) 120, multiplied by (y) the number of calendar months that have commenced since (and including) the Supplemental Real Property Amortization Trigger Date; or 

  
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 (iii) (iii) on and after the first Business Day of any PP&E Supplemental
Real Property Adjustment Period, the product of (x) the result of (I) 75% of the fair market value of such Original Contributor’s Eligible Supplemental Real Property based on the most recent Qualified PP&E Appraisals (Supplemental
Real Property) for all such Original Contributor’s Eligible Supplemental Real Property completed prior to such PP&E Supplemental Real Property Adjustment Period divided by (II) (A) 120 minus (B) the
number of PP&E Prior Amortized Months for such PP&E Supplemental Real Property Adjustment Period, multiplied by (y) the number of calendar months that have commenced since (and including) the first day of the first month
of the current PP&E Supplemental Real Property Adjustment Period. 
 (y) “PP&E Supplemental Real Property Adjustment
Period” means, at any time of determination occurring after the Supplemental Real Property Amortization Trigger Date, the period commencing on the first Business Day of the first full calendar month following the receipt by the
Administrative Agent and the Collateral Agents of a Qualified PP&E Appraisal (Supplemental Real Property), and ending on the date immediately prior to the first Business Day of the first full calendar month following the receipt by the
Administrative Agent and the Collateral Agents of the next succeeding Qualified PP&E Appraisal (Supplemental Real Property). 
 (z)
“Preferred Stock” means any Equity Interest with preferential right of payment of dividends or upon liquidation, dissolution, or winding up. 

(aa) “Qualified PP&E Appraisals (Equipment)” means, after the Supplemental Real Property Amortization Trigger Date, any
appraisal and update thereof with respect to any Eligible Equipment (the most recent such appraisal for such equipment, the “Current Equipment Appraisal”), conducted in accordance with the terms of this Agreement from an appraiser
selected and engaged by the Administrative Agent, and in each case satisfactory to the Administrative Agent and each Collateral Agent, so long as the result of 85% of the Net Orderly Liquidation Value of the applicable Original Borrower’s
Eligible Equipment that is subject to such appraisal based on the results of the Current Equipment Appraisal is less than the value of such Eligible Equipment that is included in the Equipment Component as computed at such time without giving effect
to the results of the Current Equipment Appraisal. 
 (bb) “Qualified PP&E Appraisals (Real Property)” means any
appraisal and update thereof with respect to any Eligible Real Property (the most recent such appraisal for such real property, the “Current Real Property Appraisal”), conducted in accordance with the terms of this Agreement from an
appraiser selected and engaged by the Administrative Agent, and in each case satisfactory to the Administrative Agent and each Collateral Agent, so long as the result of 75% of the fair market value of the applicable Original Borrower’s
Eligible Real Property that is subject to such appraisal based on the results of the Current Real Property Appraisal is less than the value of such Eligible Real Property that is included in the Real Property Component as computed at such time
without giving effect to the results of the Current Real Property Appraisal. 

  
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 (cc) “Qualified PP&E Appraisals (Supplemental Real Property)” means any
appraisal and update thereof with respect to any Eligible Supplemental Real Property (the most recent such appraisal for such real property, the “Current Supplemental Real Property Appraisal”), conducted in accordance with the terms
of this Agreement from an appraiser selected and engaged by the Administrative Agent, and in each case satisfactory to the Administrative Agent and each Collateral Agent, so long as the result of 75% of the fair market value of the applicable
Original Contributor’s Eligible Supplemental Real Property that is subject to such appraisal based on the results of the Current Supplemental Real Property Appraisal is less than the value of such Eligible Supplemental Real Property that is
included in the Supplemental Real Property Component as computed at such time without giving effect to the results of the Current Supplemental Real Property Appraisal. 

(dd) “Replacement Notes Documents” means, with respect to any Replacement Indenture, such Replacement Indenture, the
Replacement Notes issued thereunder, and any notes, agreements, indentures or other documents relating thereto or executed in connection therewith. 

(ee) “Secured Parties” means, collectively, the Administrative Agent, the Swingline Lenders, the Issuing Banks, the
Collateral Agents, the UK Security Trustee, each Lender, each other holder of any Secured Obligations (including any Affiliate of a Lender that holds Banking Services Obligations or Swap Agreement Obligations), and each co-agent or sub-agent
appointed by the Administrative Agent pursuant to Article VIII. 
 (ff) “Supplemental Real Property Amortization Trigger
Date” means the earlier of (a) the date that all of the real properties listed on Schedule 1.01(g)(1) and Schedule 1.01(g)(2) are included in the Borrowing Base as Eligible Supplemental Real Property and (b) April 1, 2015, or such
later date as may be determined in accordance with Section V of Amendment No. 5. 
 (gg) “Swap Termination Value”
means, in respect of any one or more Swap Agreements, after taking into account the effect of any valid netting agreement relating to such Swap Agreements, (a) for any date on or after the date such Swap Agreements have been closed out and
termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Agreements, as determined
based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Agreements (which may include a Lender or any Affiliate of a Lender). 

(hh) “Water Accounts Advance Rate” means, prior to the date that the requirements in Section V.5 of Amendment No. 5 are
satisfied, (a) on and after the Amendment No. 5 Effective Date until April 30, 2015 or such later date as the Required Lenders agree in their sole discretion, but in any event not to exceed 180 days after the Amendment No. 5
Effective Date unless all Lenders agree in their sole discretion, 75%, or (b) at such time as clause (a) of the definition is not in effect, 0%. 

  
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 (ii) “Water Acquisition” means the acquisition of DSS Group, Inc. by merger
with Delivery Acquisition, Inc., with DSS Group, Inc. as the surviving corporation, pursuant to, and on the terms and conditions set forth in, the Water Merger Agreement. 

(jj) “Water Group” means DS Services, DS Holdings, Crystal Springs of Alabama Holdings, LLC, a Delaware limited liability
company, and DSS Group, Inc., a Delaware corporation. 
 (kk) “Water Inventory Advance Rate” means, prior to the date that
the requirements in Section V.5 of Amendment No. 5 are satisfied, (a) on and after the Amendment No. 5 Effective Date until April 30, 2015 or such later date as the Required Lenders agree in their sole discretion, but in any
event not to exceed 180 days after the Amendment No. 5 Effective Date unless all Lenders agree in their sole discretion, 45%, or (b) at such time as clause (a) of the definition is not in effect, 0%. 

(ll) “Water Merger Agreement” means that certain Agreement and Plan of Merger, dated as of November 6, 2014, among DSS
Group, Inc., the Company, Delivery Acquisition, Inc., and Crestview DSW Investors, L.P., as the sellers’ representative, pursuant to which Delivery Acquisition, Inc. will merge with and into DSS Group, Inc., with DSS Group, Inc. as the
surviving corporation, as amended by that certain Consent and Amendment of Merger Agreement, dated as of November 17, 2014, between Crestview DSW Investors, L.P. and the Company, and as further amended by that certain Clarifying Amendment to
Merger Agreement, dated as of December 11, 2014, between Crestview DSW Investors, L.P. and the Company. 
 (mm) “Water
Preferred Shares” means the Preferred Stock of the Company (other than Disqualified Stock) with preferential right of payment of dividends or upon liquidation, dissolution, or winding up issued to the sellers pursuant to the Water Merger
Agreement as of the Amendment No. 5 Effective Date, in an aggregate initial redemption value of (a) in the case of convertible Preferred Stock, the amount set forth on Schedule 1.01(h) for Water Preferred Shares constituting convertible
Preferred Stock and (b) in the case of non-convertible Preferred Stock, the amount set forth on Schedule 1.01(h) for Water Preferred Shares constituting non-convertible Preferred Stock. 

(nn) “Water Preferred Shares Documents” means (i) the amendment to the Company’s articles of amalgamation filed
with Industry Canada on or about December 11, 2014, which includes the terms of the Series A Convertible First Preferred Shares attached to the Water Merger Agreement as Exhibit F-1 and the terms of Series B Non-Convertible First Preferred
Shares attached to the Water Merger Agreement as Exhibit F-2, (ii) the Registration Rights Agreement for Series A Convertible First Preferred Shares and Common Shares, dated as of December 12, 2014, by and among the Company and the
designated holders named therein, in the form attached to the Water Merger Agreement as Exhibit H-1, (iii) the Registration Rights Agreement for Series B Non-Convertible First Preferred Shares, dated as of December 12, 2014, by and among
the Company and the designated holders named therein, in the form attached to the Water Merger Agreement as Exhibit H-2, and (iv) the Director Designation Agreement, dated as of December 12, 2014, between the Company and Crestview DSW
Investors, L.P., as Sellers’ Representative, in the form attached to the Water Merger Agreement as Exhibit I. 

  
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 (oo) “Water Secured Notes Indenture” means that certain Indenture, dated as
of August 30, 2013, among DS Services of America, Inc., the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent, as amended by the Supplemental Indenture dated as of August 30, 2013, that
certain Second Supplemental Indenture dated as of December 2, 2014 and that certain Third Supplemental Indenture dated as of December 12, 2014. 

(pp) “Water Secured Notes Documents” means the Water Secured Notes Indenture, the Water Secured Notes and all documents
(including, but not limited to, any documents now existing or entered into after the Amendment No. 5 Effective Date that create (or purport to create) Liens on any assets or properties of any Loan Party to secure any “Obligations”
under and as defined in the Water Secured Notes Indenture), relating thereto or executed in connection therewith, so long as such Liens are at all times (a) junior in priority to the Liens securing the Secured Obligations and (b) subject
to the Intercreditor Agreement. 
 (qq) “Water Secured Notes” means the $350,000,000 in original principal amount of DS
Services 10% Senior Secured Notes due 2021 issued under the Water Secured Notes Indenture. 
 (rr) “Water Secured Notes Collateral
Agent” means Wilmington Trust, National Association, as collateral agent under the Water Secured Notes Indenture. 
 (ss)
“Water Transactions” means (a) the consummation of the Water Acquisition simultaneously or substantially concurrently with the closing and effectiveness of Amendment No. 5 on the Amendment No. 5 Effective Date,
(b) the consummation of the Consent Solicitation and the effectiveness of the Water Secured Notes Documents on or prior to the Amendment No. 5 Effective Date, (c) on the Amendment No. 5 Effective Date, the closing and
effectiveness of Amendment No. 5 and the other Loan Documents required to be entered into pursuant to the terms thereof, the making of Revolving Loans hereunder, the application of proceeds thereof to the Water Acquisition, and the issuance of
back-to-back Letters of Credit hereunder as collateral support for the letters of credit listed on Schedule 6.01 issued by BMO Harris Bank N.A. for the account of members of the Water Group, (d) on the Amendment No. 5 Effective Date, the
issuance of the Cott Unsecured Notes pursuant to the terms of the Cott Unsecured Notes Documents and the application of proceeds thereof to the Water Acquisition, (e) on the Amendment No. 5 Effective Date, the issuance of the Water
Preferred Shares pursuant to the terms of the Water Preferred Shares Documents, and (f) the payment of all fees, costs and expenses incurred in connection with the foregoing. 

5. The definition of “Aggregate Availability” is hereby amended by deleting the term “Borrowers” and replacing it
with the phrase “Borrowing Base Contributors”. 
 6. The definition of “Aggregate Borrowing Base” is hereby
deleted and replaced with the following definition: 
 ““Aggregate Borrowing Base” means the aggregate of the Borrowing Bases
of all of the Borrowing Base Contributors; provided that (i) the maximum amount of the Borrowing Base of the Borrowing Base Contributors organized under the laws of Canada which may be included as part of the Aggregate Borrowing Base is the


  
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 Canadian Sublimit; (ii) the maximum amount of the Borrowing Base
of the Borrowing Base Contributors organized under the laws of England and Wales which may be included as part of the Aggregate Borrowing Base is the UK Sublimit and (iii) the maximum amount of Inventory of all Borrowing Base Contributors which
may be included as part of the Aggregate Borrowing Base is $275,000,000.” 
 7. The definition of “Aggregate Borrowing Base
Certificate” is hereby amended by adding the phrase “to Amendment No. 5” immediately after the phrase “Exhibit B-2”. 

8. The definition of “Amendment No. 2” is hereby amended 

(a) by deleting the word “and” immediately after the phrase “the Lenders party thereto,” and 

(b) by adding the phrase “, and the Swingline Lenders and Issuing Banks party thereto” immediately after the phrase “the
Agents”. 
 9. The definition of “Amendment No. 3” is hereby amended by deleting the phrase “and the
Administrative Agent” and replacing it with the phrase “the Agents, and the Swingline Lenders and Issuing Banks party thereto”. 

10. The definition of “Amendment No. 4” is hereby amended by deleting the phrase “and the Administrative
Agent” and replacing it with the phrase “the Agents, and the Swingline Lenders and Issuing Banks party thereto”. 
 11. The
definition of “Applicable Commitment Fee Rate” is hereby amended 
 (a) by deleting each reference to the word
“month” and replacing it with the word “quarter”, 
 (b) by adding the phrase “of the aggregate Commitments”
immediately after each reference of the phrase “50%”, and 
 (c) by adding the phrase “(determined on the last day of the
most recent calendar quarter then ended)” immediately after the phrase “end of each calendar month”. 
 12. The definition of
“Applicable Rate” is hereby deleted in its entirety and replaced with the definition: 
 ““Applicable
Rate” means, for any day, with respect to any ABR Loan, Canadian Prime Loan, Eurodollar Loan, CDOR Loan, or Overnight LIBO Loan, as the case may be, the applicable rate per annum set forth below under the caption “ABR Spread”,
“Canadian Prime Spread”, “Eurodollar Spread”, “CDOR Spread” or “Overnight LIBO Spread”, as the case may be, based upon the Total Leverage Ratio of the Company and its Restricted Subsidiaries on a consolidated
basis as set forth in the most recent annual or quarterly Compliance Certificate received by the Administrative Agent pursuant to Section 5.01(d); provided that from and after the Amendment No. 5 Effective Date through and 

  
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 until the date on which the Administrative Agent receives a Compliance Certificate pursuant
to Section 5.01(d) for the second full calendar quarter ended after the Amendment No. 5 Effective Date, the “Applicable Rate” shall be the applicable per annum rate set forth in the table immediately below for pricing Category 2.

  

																					
	 Consolidated Leverage Ratio
	  	ABR
Spread	 	 	Canadian
Prime Spread	 	 	Eurodollar
Spread	 	 	CDOR
Spread	 	 	Overnight
LIBO Spread	 
	 Category 1

£ 4.0:1
	  	 	0.00	% 	 	 	0.00	% 	 	 	1.50	% 	 	 	1.50	% 	 	 	1.50	% 
	 Category 2

£ 5.0:1 but

> 4.0:1
	  	 	0.25	% 	 	 	0.25	% 	 	 	1.75	% 	 	 	1.75	% 	 	 	1.75	% 
	 Category 3

> 5.0:1
	  	 	0.50	% 	 	 	0.50	% 	 	 	2.00	% 	 	 	2.00	% 	 	 	2.00	% 

 For purposes of the foregoing, except as set forth in the proviso to the immediately preceding sentence, any
increase or decrease in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the date an annual or quarterly Compliance Certificate is delivered
pursuant to Section 5.01(d), provided that, notwithstanding anything in this Agreement to the contrary, the Consolidated Leverage Ratio for purposes of determining the Applicable Rate shall be deemed to be in Category 3 (A) at
any time that an Event of Default has occurred and is continuing or (B) at the option of the Administrative Agent or at the request of the Required Lenders if the Borrowers fail to deliver the annual or quarterly Compliance Certificate required
to be delivered by them pursuant to Section 5.01(d), during the period from the first Business Day after the date on which such Compliance Certificate was required to be delivered until the date on which such Compliance Certificate is
delivered.”. 
 13. The definition of “Average Utilization” is hereby amended by adding the phrase “, expressed
as a percentage of aggregate Commitments” immediately after the phrase “Revolving Exposure of all Lenders during such period”. 

14. The definition of “Borrowing Base” is hereby amended 

(a) by inserting a colon immediately after the phrase “the sum of”, 

(b) in clause (a) thereof, by adding the phrase “(or, prior to the date that the requirements in Section V.5 of Amendment
No. 5 are satisfied, in the case of Eligible Accounts of the members of the Water Group that are Borrowing Base Contributors, the Water Accounts Advance Rate)”, 

(c) by inserting a colon immediately after the phrase “the lesser of”, 

(d) in clause (b)(i) thereof, by adding the phrase “(x)” immediately after the phrase “Borrowing Base Contributor’s
Eligible Inventory (or,”, 

  
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 (e) in clause (b)(i) thereof, by adding the phrase “and (y) prior to the date that
the requirements in Section V.5 of Amendment No. 5 are satisfied, in the case of Eligible Inventory of the members of the Water Group that are Borrowing Base Contributors, the Water Inventory Advance Rate”, 

(f) in clause (b)(i) thereof, by inserting a comma immediately after “at such time”, 

(g) in clause (b)(ii) thereof, by adding the proviso “; provided that, prior to the date that the requirements in Section V.5 of
Amendment No. 5 are satisfied, this clause (ii) shall not apply to the Eligible Inventory of the members of the Water Group that are Borrowing Base Contributors” immediately after the phrase “at such time”, 

(h) in clause (c) thereof, by adding the phrase “(without duplication of any Reserves included under clause (d) below)”
immediately after the phrase “Borrowing Base Contributor”, 
 (i) in clause (d) thereof, by deleting the word
“Borrower’s” and replacing it with “Contributor’s”, 
 (j) in the first proviso after clause
(d) thereof, by adding the phrase “(other than the assets acquired pursuant to the Water Acquisition, which assets are subject to the requirements in Section V.5 of Amendment No. 5)” immediately after the phrase “Section
6.04”, 
 (k) in the first proviso after clause (d) thereof, by deleting the phrase “(including the assets of each
Designated Company)”, 
 (l) in the second proviso of clause (d) thereof, by adding the phrase “(other than the assets
acquired pursuant to the Water Acquisition, which assets are subject to the requirements in Section V.5 of Amendment No. 5 and the advance rates described in clauses (a) and (b) of this definition)” immediately after the phrase
“Section 6.04”, and 
 (m) in clause (d) thereof, by deleting the amount “$175,000,000” and replacing it with the
amount “$275,000,000”. 
 15. The definition of “Borrowing Base Certificate” is hereby amended by adding the
phrase “to Amendment No. 5” immediately after the phrase “Exhibit B-1”. 
 16. The definition of
“Borrowing Base Contributor” is hereby amended by adding the phrase “(subject to the restrictions set forth in clause (b) of such definition)” at the end of the definition thereof. 

17. The definition of “Borrowing Base Guarantor” is hereby amended 

(a) by deleting the phrase “Amendment No. 4” and replacing it with the phrase “Amendment No. 5”, 

(b) by deleting the phrase “none of the Loan Guarantors and (b)” and replacing it with the following phrase: 

  
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 “Aimia Foods Limited and Calypso Soft Drinks Limited, (b) as of the Amendment
No. 5 Effective Date, Star Real Property LLC solely with respect to that certain parcel of real property located at 1 Cliffstar Ave, Dunkirk, New York, solely to the extent that the requirements under Section V of Amendment No. 5 have been
satisfied with respect to such parcel of real property on or prior to the Supplemental Real Property Amortization Trigger Date, and only for so long as such parcel of real property constitutes Eligible Supplemental Real Property; provided that no
other assets of Star Real Property LLC shall be included in the PP&E Component or in the Borrowing Base unless and until the requirements set forth in clause (c) hereof have been satisfied with respect to Star Real Property LLC and such
other assets, and (c)”, and 
 (c) by adding the phrase “this clause (c) and solely in the case of” immediately after
the phrase “provided that, solely in the case of”. 
 18. The definition of “Canadian Security Agreement”
is hereby deleted in its entirety and replaced with the following: 
 ““Canadian Security Agreement” means that certain
Canadian Pledge and Security Agreement, dated as of August 17, 2010, between the Loan Parties party thereto and the Administrative Collateral Agent, for the benefit of the Administrative Collateral Agent and the Lenders, as amended on the
Amendment No. 2 Effective Date by the First Canadian Reaffirmation Agreement, as further amended on the Amendment No. 5 Effective Date by the Fourth Canadian Reaffirmation Agreement, as the same may be further amended, restated,
supplemented or otherwise modified from time to time, and any other pledge or security agreement entered into, after the Effective Date by any other Loan Party (as required by this Agreement or any other Loan Document for the purpose of creating a
Lien on the property of any Loan Party organized in Canada (or any other property located therein)), or any other Person, as the same may be amended, restated, supplemented, or otherwise modified from time to time.”. 

19. The definition of “Capital Expenditures” is hereby amended by adding the following sentence at the end of such
definition: 
 “Notwithstanding anything in this definition to the contrary, for purposes of calculating Capital Expenditures for any
period of four consecutive fiscal quarters, Capital Expenditures for the fiscal quarter ended (A) March 31, 2014 shall be deemed to be $27,000,000, (B) June 30, 2014 shall be deemed to be $30,000,000, (C) September 30, 2014 shall be
deemed to be $36,400,000, and (D) December 31, 2014 shall be deemed to be $16,900,000.”. 
 20. The definition of “Change
in Control” is hereby amended 
 (a) by deleting each reference to the phrase “the 2010 Indenture or the Replacement
Indenture” and replacing them with the phrase “any Water Preferred Shares Document, 2014 Notes Document, Water Secured Notes Document, Cott Unsecured Notes Document, Replacement Notes Document” and 

  
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 (b) by deleting the phrase “change in control” and replacing it with the phrase
“Change of Control”. 
 21. The definition of “Cliffstar Deposit Accounts” is hereby deleted in its entirety and
replaced with the following: 
 ““Cliffstar Deposit Accounts” means the following deposit accounts maintained at Harris Bank,
N.A.: (i) account number 1550159, (ii) account number 4606473, and (iii) each replacement account opened by Cliffstar LLC at Harris Bank, N.A. for any of the foregoing.”. 

22. The definition of “Collateral Documents” is hereby amended by adding the phrase “the Intercreditor Agreement,”
immediately after the phrase “the Mortgages,”. 
 23. The definition of “Commitment” is hereby amended 

(a) by deleting each reference to the phrase “Amendment No. 3 Effective Date” and replacing them with the phrase
“Amendment No. 5 Effective Date” and 
 (b) by deleting the amount “$300,000,000” and replacing it with the amount
“$400,000,000”. 
 24. The definition of “Commitment Schedule” is hereby amended by deleting the phrase
“hereto” and replacing it with “to Amendment No. 5”. 
 25. The definition of “Customer List” is
hereby amended by deleting the phrase “state the customer’s name, physical mailing address and phone number” and replacing it with the phrase “be in form and substance satisfactory to the Administrative Agent”. 

26. The definition of “Defaulting Lender” is hereby amended by adding the following phrase to the end of the definition
thereof: 
 “; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any
equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United
States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.”. 

27. The definition of “Disqualified Equity Interests” is hereby amended 

(a) in clause (a) thereof, by adding the phrase “other than solely for Qualified Equity interests” immediately after the
phrase “mandatorily redeemable”, 
 (b) in clause (b) thereof, by deleting the phrase “July 19, 2017” and
replacing it with the phrase “the date that is 91 days after the latest Maturity Date”, and 

  
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 (c) by adding the following phrase: 

“, except, in the case of each of the foregoing, as a result of a change of control or asset sale, so long as the rights of the holders
thereof upon the occurrence of such a change of control or asset sale event are subject to the prior payment in full of all Secured Obligations and the termination of the Commitments. The Water Preferred Shares shall not constitute Disqualified
Equity Interests for purposes of the Loan Documents” 
 immediately after the phrase “in full payment of all Obligations”. 

28. The definition of “Disqualified Payables” is hereby deleted and replaced with the following definition: 

““Disqualified Payables” means, for all Borrowing Base Contributors, (i) trade payables of such Borrowing Base
Contributor organized under the laws the United States, any state thereof or the District of Columbia which have been unpaid for more than 60 days after the due date thereof and (ii) trade payables of such Borrowing Base Contributor organized
under the laws of Canada or England and Wales which remain unpaid for a period in excess of the historic payables practice of such Borrowing Base Contributor, in each case, as determined by the Administrative Agent in its Permitted Discretion and
excluding trade payables being contested or disputed by such Borrowing Base Contributor in good faith.”. 
 29. The definition of
“EBITDA” is hereby amended 
 (a) in clause (a)(viii) thereof, by deleting the phrase “the 2009 Notes Call Premium
Expense and the 2010 Notes Call Premium Expense” and replacing it with “any purchase price premiums above par or any call premiums incurred in connection with the purchase or redemption by the Company of the Water Preferred Shares, the
2014 Notes, the Water Secured Notes, the Cott Unsecured Notes or any Replacement Notes”, 
 (b) in clause (a)(viii) thereof, by
deleting the word “and” immediately after the phrase “for such period”, 
 (c) by adding the following clause
immediately after clause (a)(ix) thereof: 
 “(x) any non-capitalized fees and expenses (including legal, accounting and financing
costs) incurred in connection with the negotiation and closing of the Water Merger Agreement, the Consent Solicitation, the Water Secured Notes Documents, Amendment No. 5, the Cott Unsecured Notes Documents and the Water Preferred Shares
Documents,”, and 
 (d) by adding the following sentence to the end of such definition: 

“Notwithstanding anything in this definition to the contrary, for purposes of calculating EBITDA for any period of four consecutive fiscal
quarters, EBITDA 

  
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 for the fiscal quarter ended (A) March 31, 2014 shall be deemed to be $68,800,000,
(B) June 30, 2014 shall be deemed to be $99,700,000, (C) September 30, 2014 shall be deemed to be $92,300,000, and (D) December 31, 2014 shall be deemed to be the sum of (1) $50,700,000 with respect to the EBITDA of the Water
Group and their respective Subsidiaries plus (2) EBITDA for such fiscal quarter calculated in accordance with this definition solely with respect to the Company and its Subsidiaries (other than the Water Group and their respective
Subsidiaries).”. 
 30. The definition of “Eligible Accounts” is hereby amended 

(a) by adding the phrase “, the Administrative Collateral Agent” immediately after each occurrence of the phrase
“Administrative Agent” in clauses (a) and (b) thereof, 
 (b) in clause (b)(ii) thereof, by deleting the word
“and” immediately after the phrase “UK Security Trustee, as applicable” and replacing it with a comma, 
 (c) by
deleting the semicolon at the end of clause (b)(iii) thereof, and replacing it with the following: 
 “(iv) a Lien in favor of the Water
Secured Notes Collateral Agent under the Water Secured Notes Documents that is at all times (x) junior in priority to the Lien in favor of the Administrative Agent, the Administrative Collateral Agent or the UK Security Trustee, as applicable
and (y) subject to the Intercreditor Agreement;”, and 
 (d) in clause (l) thereof, by deleting the amount
“$3,000,000” and replacing it with the amount “$5,000,000”. 
 31. The definition of “Eligible
Equipment” is hereby amended 
 (a) by adding the phrase “(other than a member of the Water Group)” each reference to
the phrase “Original Borrower” in clauses (i) and (ii) of such definition immediately preceding clause (a) of such definition, 

(b) in clause (b) thereof, by adding the phrase “(i)” immediately after the phrase “(except for”, 

(c) in the parenthetical in clause (b) thereof, by deleting the first occurrence of the word “and” and replacing it with the
phrase “(ii)”, 
 (d) in clause (b) thereof, by adding the following phrase: 

“and (iii) a Lien in favor of the Water Secured Notes Collateral Agent under the Water Secured Notes Documents that is at all times
(x) junior in priority to the Lien in favor of the Administrative Collateral Agent or the UK Security Trustee, as applicable and (y) subject to the Intercreditor Agreement” immediately after the phrase “not yet due and
payable”, and 

  
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 (e) in clause (f) thereof, by deleting the phrase “and, the 2010 Note Documents or
Replacement Note” and replacing it with the phrase “, the 2014 Notes Documents, the Water Secured Notes Documents, the Cott Unsecured Notes Documents, or the Replacement Notes”. 

32. The definition of “Eligible Inventory” is hereby amended 

(a) in clause (b) thereof, by deleting the word “and” immediately after the seconder occurrence of the phrase “as
applicable”, 
 (b) in clause (b) thereof, by adding the phrase: 

“and (iv) a Lien in favor of the Water Secured Notes Collateral Agent under the Water Secured Notes Documents that is at all times
(x) junior in priority to the Lien in favor of the Administrative Agent, the Administrative Collateral Agent or the UK Security Trustee, as applicable and (y) subject to the Intercreditor Agreement” 

immediately after the phrase “not yet due and payable”, and 

(c) in clause (i) thereof, by adding the phrase at the end of the clause thereof: 

“(it being understood that the Intercreditor Agreement as in effect on the Amendment No. 5 Effective Date (or other intercreditor
agreement acceptable to the Administrative Agent that has similar access terms) shall satisfy this requirement with respect to the mortgages granted in favor of the Water Secured Notes Collateral Agent under the Water Secured Notes Documents)”.

 33. The definition of “Eligible Real Property” is hereby amended by 

(a) by deleting the second reference of the phrase “(a)” and replacing it with the phrase “(A)”, 

(b) by deleting the second reference of the phrase “(b)” and replacing it with the phrase “(B)”, 

(c) by adding a hyphen to the phrase “non compliance”, 

(d) by deleting the third reference of the phrase “(a)” and replacing it with the phrase “(1)”, 

(e) by deleting the third reference of the phrase “(b)” and replacing it with the phrase “(2)”, 

(f) by adding the word “a” immediately before the first reference to the phrase “perfected first priority Lien”, 

  
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 (g) by adding the phrase “in favor of the Administrative Collateral Agent”
immediately after the phrase “(B) which do not have priority over the Lien granted in Favor of the Administrative Collateral Agent)”, 

(h) by adding the phrase “in favor of the Administrative Collateral Agent” immediately after the phrase “(2) which do not have
priority over the Lien granted in Favor of the Administrative Collateral Agent)”, and 
 (i) by deleting the phrase “the
Agreement” and replacing with the phrase “such Original Borrower”, and 
 (j) by adding the phrase “; provided that at
no time shall any Eligible Supplemental Real Property constitute or be designated as Eligible Real Property” immediately after the phrase “Mortgages have been taken”. 

34. The definition of “Excluded Subsidiary” is hereby amended 

(a) in clause (ii) of the proviso thereof, by deleting the phrase “the 2010 Note Documents or the Replacement Note Documents”
and replacing it with the phrase “any Water Preferred Shares Document, 2014 Notes Document, Water Secured Notes Document, Cott Unsecured Notes Document, Replacement Notes Documents”, 

(b) in clause (iii) of the proviso thereof, by deleting each reference to the phrase “Amendment No. 2 Effective Date” and
replacing them with the phrase “Amendment No. 5 Effective Date”, and 
 (c) in clause (iii) of the proviso thereof, by
deleting each reference to the phrase “or, upon completion of the Luxembourg Reorganization as reflected on the Reorganization Schedule”, 

(d) in clause (iii) of the proviso thereof, by adding the phrase “as reflected on Schedule 3.15” immediately after the phrase
“intercompany Indebtedness held on the Amendment No. 5 Effective Date”, and 
 (e) in clause (iv) of the proviso
thereof, by deleting the phrase “4.01(b)”. 
 35. The definition of “Farm Products” is hereby amended by deleting
the phrase “all of any U.S. Co Borrower’s” and replacing it with the phrase “, with respect to any Borrowing Base Contributor organized under the laws of the United States, any state thereof or the District of Columbia all of
such Borrowing Base Contributor’s”. 
 36. The definition of “Farm Products Notices” is hereby deleted in its
entirety and replaced with the following definition: 
 ““Farm Products Notices” means, with respect to
any Borrowing Base Contributor organized under the laws of the United States, any state thereof or the District of Columbia, any written notice to such Borrowing Base Contributor pursuant to the applicable provisions of any Farms Products Law from
(i) any 

  
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 Farm Products Seller or (ii) any lender to any Farm Products Seller or any other person
with a Lien on the assets of any Farm Products Seller or (iii) the secretary of state (or equivalent official), agricultural secretary or commissioner (or equivalent official) or other Governmental Authority of any state, commonwealth or
political subdivision thereof in which any Farm Products purchased by any such Borrowing Base Contributor are produced, in any case advising or notifying such Borrowing Base Contributor of the intention of such Farm Products Seller or other Person
to preserve or seek the benefits of, or pursue any recovery with respect to, any Lien or trust applicable to any assets of such Borrowing Base Contributor established in favor of such Farm Products Seller or other Person under the provisions of any
law or claiming a Lien on any perishable agricultural commodity or any other Farm Products which may be or have been purchased by such Borrowing Base Contributor or any related or other assets of such Borrowing Base Contributor.” 

37. The definition of “Farm Products Seller” is hereby amended by deleting the phrase “all of any U.S. Co
Borrowers” and replacing it with the phrase “, with respect to any Borrowing Base Contributor organized under the laws of the United States, any state thereof or the District of Columbia”. 

38. The definition of “Fee Letters” is hereby amended 

(a) by deleting the phrase “second amended and restated fee letter” and replacing it with the phrase “Third Amended and
Restated Fee Letter,”, 
 (b) by deleting each reference to the phrase “Amendment No. 3” and replacing them with the
phrase “Amendment No. 5”, 
 (c) adding the word “and” immediately after the phrase “J.P. Morgan Securities,
Inc. and the Company,”, 
 (d) by deleting the phrase “lender fee letter” and replacing it with the phrase “Lender Fee
Letter”, and 
 (e) adding a comma after the second reference to the phrase “Effective Date”. 

39. The definition of “Fixed Charges” is hereby deleted in its entirety and replaced with the following definition: 

““Fixed Charges” means, with reference to any period, without duplication, (a) cash Interest Expense,
plus (b) scheduled principal payments on Indebtedness (including, without limitation, scheduled principal payments in respect of the Sidel Purchase Financing) made during such period, but excluding payments with respect to the
2014 Earnout, plus (c) expense for income taxes paid in cash (net of any cash refund in respect of income taxes actually received in such period in an amount not to exceed expenses for income taxes paid in cash during such
period), plus (d) the principal component of all Capital Lease Obligation payments 

  
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 (including, without limitation, any prepayment of the Sidel Water Capital Lease, but only to
the extent such prepayment exceeds the sum of the amount of cash collateral by the lessor thereof), plus the then undrawn face amount of Letters of Credit supporting the obligations of Cott Beverages to such lessor that are cancelled
as a result of such prepayment), plus (e) Restricted Payments made in cash (other than Restricted Payments made to any Loan Party and other than Restricted Payments made to the holders of (i) Equity Interests in the Northeast
Retail Group or (ii) the Water Preferred Shares for the purpose of redeeming or repurchasing such Water Preferred Shares solely to the extent that such redemption or repurchase is permitted under Section 6.09(a)(iv), but including any
other Restricted Payments (including all dividends) made in cash to the holders of the Water Preferred Shares unless such Restricted Payments are otherwise excluded pursuant to the proviso below), plus (f) cash contributions to
any Plan, any Canadian Pension Plan or any Canadian Benefit Plan in excess of the actual expense, all calculated for the Company and its Subsidiaries on a consolidated basis; provided that in any period of four consecutive fiscal quarters,
the Company may exclude the lesser of (i) (A) prior to the repurchase or redemption of the Water Preferred Shares, $30,000,000 or (B) thereafter, $20,000,000 and (ii) the sum of (A) dividends made in such period of four
consecutive fiscal quarters pursuant to Section 6.09(a)(iii), plus (B) repurchases or redemptions of capital stock made in such period of four consecutive fiscal quarters pursuant to Section 6.09(a)(iv), from the
computation of Fixed Charges. Notwithstanding anything in this definition to the contrary, for purposes of calculating Fixed Charges for any period of four consecutive fiscal quarters, Fixed Charges for the fiscal quarter ended (A) March 31,
2014 shall be deemed to be $30,800,000, (B) June 30, 2014 shall be deemed to be $33,300,000, (C) September 30, 2014 shall be deemed to be $35,500,000, and (D) December 31, 2014 shall be deemed to be $30,400,000.”. 

40. The definition of “Immaterial Subsidiary” is hereby amended by deleting the phrase “4.01(b),”. 

41. The definition of “Indebtedness” is hereby amended 

(a) by deleting the word “and” immediately after the phrase “obligations under any liquidated earn-out” and replacing it
with a comma, 
 (b) by adding the phrase “, and (m) all Disqualified Equity Interests and (n) solely for the purposes of
Article VII and the definition of Material Indebtedness (solely as such term used in such Section and in the definition of Change in Control, net obligations of such Person under any Swap Agreement whether or not designated as being secured under
this Agreement or any other Loan Document” immediately after the phrase “Off-Balance Sheet Liability”, and 
 (c) by adding
the phrase “The amount of any net obligation under any Swap Agreement on any date shall be deemed to be the Swap Termination Value thereof as of such date.” at the end of such definition. 

  
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 42. The definition of “Interest Expense” is hereby amended 

(a) by deleting the phrase “or sale” and replacing it with “or the sale” and 

(b) by deleting the phrase “For the avoidance of doubt, no 2009 Notes Call Premium Expense or 2010 Notes Call Premium Expense
shall” and replacing it with the phrase “Notwithstanding anything to the contrary in this definition, any purchase price premiums above par or any call premiums incurred in connection with the purchase or redemption by the Company of the
2014 Notes, the Water Secured Notes, the Cott Unsecured Notes or any Replacement Notes shall not”. 
 43. The definition of
“Interim Holdco” is hereby amended 
 (a) by deleting the first reference to the phrase “U.S. Co Borrower”, and
replacing it with the phrase “Loan Party that is not a Loan Party and” and 
 (b) by deleting the second reference to the phrase
“U.S. Co Borrower”, and replacing it with the phrase “Loan Party”. 
 44. The definition of “Loan
Documents” is hereby amended by deleting the phrase “identified in Section 4.01 and”. 
 45. The definition of
“Material Indebtedness” is hereby amended 
 (a) by deleting the phrase “, or obligations in respect of one or more
Swap Agreements,”, 
 (b) by deleting the amount “$20,000,000” and replacing it with the amount “$30,000,000”,

 (c) by deleting the following: 

“For purposes of determining Material Indebtedness, the “obligations” of any Borrower or any Subsidiary in respect of any Swap
Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that such Borrower or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time”, 

(d) by deleting the phrase “the 2010 Earnout, “, and 

(e) by deleting the phrase “, the 2014 Acquisition Note and the Permitted Deferred Consideration”. 

46. The definition of “Maturity Date” is hereby deleted in its entirety and replaced with the following definition: 

““Maturity Date” means the earliest of (a) December 12, 2019, (b) solely if at the close of business on
May 28, 2019 the Cott Unsecured Notes have not been 

  
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 redeemed, repurchased or otherwise refinanced in full, June 12, 2019 or (c) any
earlier date on which the Commitments are reduced to zero or otherwise terminated pursuant to the terms hereof.”. 
 47. The definition
of “Mexican Security Agreement” is hereby amended by adding the phrase “, in each case as the same may be amended, restated, supplemented or otherwise modified from time to time” before the period at the end of such
definition. 
 48. The definition of “Mortgages” is hereby amended by adding the phrase “restatement,”
immediately after the phrase “any amendment,”. 
 49. The definition of “Original Borrower” is hereby amended by
deleting the phrase “Amendment No. 4” and replacing it with the phrase “Amendment No. 5”. 
 50. The
definition of “Permitted Acquisition” is hereby amended by 
 (a) by deleting the phrase “any Proposed
Acquisition” immediately after the word “means” at the beginning of such definition and replacing it with the phrase “(i) the Water Acquisition and (ii) any Proposed Acquisition (other than the Water Acquisition)”, 

(b) in clause (a) thereof, by deleting the phrase “(other than the 2010 Earnout)”, and 

(c) in clause (j) thereof, by deleting the phrase “Amendment No. 2 Effective Date” and replacing it with the phrase
“Amendment No. 5 Effective Date”. 
 51. The definition of “Permitted Business” is hereby amended 

(a) by deleting the phrase “Effective Date” and replacing it with the phrase “Amendment No. 5 Effective Date (after
giving effect to the Water Acquisition)” and 
 (b) by adding the phrase “which, for the purpose of this definition, includes the
beverage delivery and filtration industry” immediately after the phrase “beverage industry”. 
 52. The definition of
“Permitted Encumbrances” is hereby amended by adding the phrase “and Eligible Supplemental Real Property” immediately after both occurrences to the phrase “Eligible Real Property” in clauses (i) and
(j) thereof. 
 53. The definition of “PP&E Amortization Amount (Adjusted Equipment)” is hereby deleted in its
entirety and replaced with the following definition: 
 ““PP&E Amortization Amount (Adjusted Equipment)” means, at
the time of any determination occurring on or after the Amendment No. 3 Effective Date, the sum of the PP&E Amortization Amount (Equipment) for all Original Borrowers plus, on and after the first Business Day of any PP&E
Equipment Adjustment Period, the result of (x) $33,502,728 minus (y) 85% of the Net Orderly Liquidation Value of all Original Borrowers’ Eligible Equipment based on the most recent Qualified PP&E Appraisals
(Equipment) for each Original Borrower’s Eligible Equipment completed prior to such PP&E Equipment Adjustment Period. 

  
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 54. The definition of “PP&E Amortization Amount (Adjusted Real
Property)” is hereby deleted in its entirety and replaced with the following definition: 
 ““PP&E Amortization
Amount (Adjusted Real Property)” means, at the time of any determination occurring on or after the Amendment No. 3 Effective Date, the sum of the PP&E Amortization Amount (Real Property) for all Original Borrowers
plus, on and after the first Business Day of any PP&E Real Property Adjustment Period, the result of (x) $35,767,560 minus (y) 75% of the fair market value of all Original Borrowers’ Eligible Real
Property based on the most recent Qualified PP&E Appraisals (Real Property) for each Original Borrower’s Eligible Real Property completed prior to such PP&E Real Property Adjustment Period. 

55. The definition of “PP&E Amortization Amount (Equipment)” is hereby amended by deleting the phrase “Qualified
PP&E Appraisal (Equipment)” and replacing it with the phrase “Qualified PP&E Appraisals (Equipment) for all such Original Borrower’s Eligible Equipment”. 

56. The definition of “PP&E Amortization Amount (Real Property)” is hereby amended 

(a) in clause (i) thereof, by deleting the word “multipled” and replacing it with the word “multiplied”, 

(b) in clause (ii) thereof, by deleting the phrase “(A)” and replacing it with the phrase “(I)”, 

(c) by deleting the phrase “Qualified PP&E Appraisal (Real Property)” and replacing it with the phrase “Qualified PP&E
Appraisals (Real Property) for all such Original Borrower’s Eligible Real Property”, 
 (d) in clause (ii) thereof, by
deleting the phrase “(B)” and replacing it with the phrase “(II) (A)”, and 
 (e) in clause (ii) thereof, by
deleting the phrase “(y)” and replacing it with the phrase “(B)”. 
 57. The definition of “PP&E
Component” is hereby deleted in its entirety and replaced with the following definition: 
 ““PP&E
Component” means, at the time of any determination, with respect to each Original Contributor, an amount equal to the lesser of: 

(a) the result of: 

(i) to the extent greater than zero, (x) 75% of the fair market value (as determined by the most recent Qualified 

  
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 PP&E Appraisals (Real Property)) of all such Original Borrower’s Eligible Real
Property minus (y) the PP&E Amortization Amount (Real Property) (this clause (i), the “Real Property Component”), plus  

(ii) to the extent greater than zero, (x) 75% of the fair market value (as determined by the most recent Qualified PP&E Appraisals
(Supplemental Real Property) or, prior to the Supplemental Real Property Amortization Trigger Date, the most recent appraisals for such Eligible Supplemental Real Property that satisfy the appraisal requirements set forth in Section V of Amendment
No. 5) of all such Original Contributor’s Eligible Supplemental Real Property minus (y) the PP&E Amortization Amount (Supplemental Real Property) (this clause (ii), the “Supplemental Real Property
Component”); provided that at no time shall the sum of the Supplemental Real Property Component for all Original Contributors exceed the result of $39,092,572 minus the PP&E Amortization Amount (Adjusted
Supplemental Real Property) at such time, plus  
 (iii) to the extent greater than zero, (x) 85% of the Net Orderly
Liquidation Value of such Original Borrower’s (other than a member of the Water Group) Eligible Equipment minus (y) the PP&E Amortization Amount (Equipment) (this clause (iii), the “Equipment
Component”), minus  
 (iv) Reserves established by either Collateral Agent in its Permitted Discretion; provided
that a Reserve shall be established and included in each Borrowing Base Certificate and in the Aggregate Borrowing Base Certificate in the amount of any mortgage tax incurred by any Loan Party that is required to be paid but remains unpaid, or that
would be required to be paid in order for the Administrative Collateral Agent to validly enforce its Lien on any Eligible Real Property or any Eligible Supplemental Real Property; and 

(b) to the extent greater than zero: 

(i) $35,767,560 minus the PP&E Amortization Amount (Adjusted Real Property), plus  

(ii) $33,502,728 minus the PP&E Amortization Amount (Adjusted Equipment), plus  

  
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 (iii) $39,092,572 minus the PP&E Amortization Amount (Adjusted
Supplemental Real Property); minus 
 (iv) Reserves established by either Collateral Agent in its Permitted Discretion;
provided that a Reserve shall be established and included in each Borrowing Base Certificate and in the Aggregate Borrowing Base Certificate in the amount of any mortgage tax incurred by any Loan Party that is required to be paid but remains unpaid,
or that would be required to be paid in order for the Administrative Collateral Agent to validly enforce its Lien on any Eligible Real Property or any Eligible Supplemental Real Property; minus 

(v) the sum of the PP&E Components (calculated solely under clause (a) of such definition) included in the Borrowing Bases of
all other Original Contributors.”. 
 58. The definition of “PP&E Prior Amortized Months” is hereby amended 

(a) by deleting the comma after the phrase “means” at the beginning of such definition and replacing it with the phrase
“(a)” and 
 (b) by adding the following: 

“and (b) with respect to each PP&E Supplemental Real Property Adjustment Period, the number of calendar months that have
commenced since (and including) the Supplemental Real Property Amortization Trigger Date through and including the first Business Day of such PP&E Supplemental Real Property Adjustment Period; provided that this clause (b) shall not be less
than zero” 
 immediately after the last reference to “PP&E Real Property Adjustment Period”. 

59. The definition of “Prepayment Event” is hereby amended 

(a) in clause (a) thereof, by adding the phrase “(i)” immediately after the phrase “disposition described in”, 

(b) in clause (a) thereof, by deleting the phrase “or in” and replacing it with the phrase “, (ii)”, 

(c) in clause (a) thereof, by adding the phrase “, or (iii) Section 6.05(e) and 6.06, in the case of this clause
(iii) in the aggregate amount not to exceed $50,000,000” immediately after the phrase “6.05(k)”, 
 (d) in clause
(c) thereof, by adding the phrase “(i)” immediately after the phrase “Effective Date other than”, and 

  
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 (e) in clause (c) thereof, by adding the following: 

“(ii) the issuance of Equity Interests in the Company upon the conversion of the convertible Water Preferred Shares pursuant to the Water
Preferred Shares Documents, (iii) the issuance of the Water Preferred Shares on the Amendment No. 5 Effective Date pursuant to the Water Preferred Shares Documents, or (iv) any deferred dividends or increases to the redemption value
of the Water Preferred Shares pursuant to the Water Preferred Shares Documents” 
 immediately after the phrase “capital contribution”. 

60. The definition of “Process Agent” is hereby amended by deleting the word “Eight” and replacing it with the word
“Eighth”. 
 61. The definition of “Reaffirmation Agreements” is hereby amended 

(a) by adding the phrase “the Fourth Canadian Reaffirmation Agreement,” immediately after the phrase “the Third Canadian
Reaffirmation Agreement,”, 
 (b) by deleting the word “and” and replacing it with a comma, and 

(c) by adding the phrase “, and the Fourth U.S. Reaffirmation Agreement” at the end of the definition thereof. 

62. The definition of “Replacement Indenture” is hereby amended by deleting the phrase “the 2010 Indenture or supplement
thereto” and replacing it with the phrase “any of the 2014 Indenture, the Water Secured Notes Indenture, the Cott Unsecured Notes Indenture, or any supplement to any of the foregoing”. 

63. The definition of “Replacement Notes” is hereby amended by deleting the second reference to the word “the” and
replacing it with the word “any”. 
 64. The definition of “Reserves” is hereby amended 

(a) by deleting the first occurrence to the phrase “UK Co Borrower’s net property” and replacing it with the phrase “net
property of any Borrowing Base Contributor organized under the laws of England and Wales” 
 (b) by deleting the second occurrence of
the phrase “UK Co Borrower’s” and replacing it with the phrase “Borrowing Base Contributor organized under the laws of England and Wales”. 

65. The definition of “Sanctioned Country” is hereby amended by adding the phrase “or the target of” immediately
before the word “Sanctions”. 
 66. The definition of “Security Agreement” is hereby amended 

(a) by deleting the phrase “and/or” and replacing it with a comma and 

(b) by adding the phrase “and/or any Luxembourg Security Agreement” immediately after the phrase “UK Security Agreement”.


  
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 67. The definition of “Swap Agreement” is hereby amended by adding the
phrase “; provided, further, that the Water Preferred Shares shall not constitute Swap Agreements under the Loan Documents” immediately before the period at the end of such definition. 

68. The definition of “Test Period” is hereby amended by deleting the phrase “Section 4.01,”. 

69. The definition of “UK Reaffirmation Deeds” is hereby amended by deleting the phrase “and (iv)” and replacing it
with the phrase “, (iv) the Reaffirmation Deed to UK Security Documents, dated as of the Amendment No. 5 Effective Date, by and between the Loan Parties party thereto and the UK Security Trustee, and (v)”. 

70. The definition of “UK Security Agreement” is hereby amended by adding the phrase “, supplemented” immediately
after the phrase “amended, restated”. 
 71. The definition of “Unrestricted Subsidiary” is hereby amended by
adding the phrase “Amendment No. 5” immediately after the phrase “The Unrestricted Subsidiaries as of the”. 
 72.
The definition of “U.S. Co-Borrowers” is hereby amended by adding the phrase “, DS Services,” immediately after the phrase “Cliffstar LLC,”. 

73. The definition of “U.S. Security Agreement” is hereby deleted in its entirety and replaced with the following: 

““U.S. Security Agreement” means that certain U.S. Pledge and Security Agreement, dated as of August 17, 2010,
between the Loan Parties party thereto and the Administrative Collateral Agent, for the benefit of the Administrative Agent, the Collateral Agents and the Lenders, as amended on the Amendment No. 2 Effective Date by the First U.S. Reaffirmation
Agreement, as further amended on the Amendment No. 5 Effective Date by the Fourth U.S. Reaffirmation Agreement, as the same may be further amended, restated, supplemented or otherwise modified from time to time, and any other pledge or security
agreement entered into, after the Effective Date by any other Loan Party (as required by this Agreement or any other Loan Document for the purpose of creating a Lien on the property of any Loan Party organized in the U.S. (or any other property
located therein)), or any other Person, as the same may be amended, restated, supplemented or otherwise modified from time to time.”. 

74. Section 2.06 of the Credit Agreement is hereby amended by deleting the amount “$15,000,000” and replacing it with the
amount “$50,000,000”. 
 75. Section 2.09(f) of the Credit Agreement is hereby deleted in its entirety and replaced with the
following section: 
 “(f) Any amendment hereto for such an increase or addition shall be in form and substance satisfactory to the
Administrative Agent and shall only require the written signatures of the Administrative Agent, the Borrowers and the Lender(s) 

  
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 being added or increasing their Commitment, subject only to the approval set forth in
Section 9.02(b) if any such increase would cause the Commitment to exceed $450,000,000. As a condition precedent to such an increase, the Borrowers shall deliver to the Administrative Agent a certificate of each Loan Party (in sufficient copies
for each Lender) signed by an authorized officer of such Loan Party (i) certifying that such increase is permitted by the 2014 Notes Documents, the Water Secured Notes Documents and the Cott Unsecured Notes Documents (if the same are then
outstanding), and by the terms of any Replacement Indenture with respect to any of the foregoing (if the same is then outstanding) and, with respect to any such increase, assuming a borrowing of the maximum amount of loans available under such
increase together with any increases previously made pursuant to the terms of this Agreement, and certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the
Borrowers, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article III and the other Loan Documents are true and correct in all material respects, except to the extent that
such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and (B) no Default exists.” 

76. Section 2.18 of the Credit Agreement is hereby amended by adding the following at the end thereof: 

“(p) For purposes of determining withholding Taxes imposed under FATCA, from and after the Amendment No. 5 Effective Date, the
Borrowers and the Agents shall treat (and the Lenders hereby authorize the Administrative Agent to treat) this Agreement as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).”. 
 77. Section 3.02 of the Credit Agreement is hereby amended
by adding the phrase “and the Water Transactions” immediately after the phrase “The Transactions”. 
 78.
Section 3.03 of the Credit Agreement is hereby amended by adding the phrase “and the Water Transactions” immediately after the phrase “extension of credit hereunder)”. 

79. Section 3.05 of the Credit Agreement is hereby amended by 

(a) adding the phrase “Amendment No. 5” immediately before each reference of the phrase “Effective Date” and 

(b) adding the phrase “(other than immaterial Intellectual Property registered in Mexico)” in clause (b)(i) thereof immediately
after the phrase “which is subject of a registration or application in any Intellectual Property registry”. 

  
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 80. Section 3.06(a) of the Credit Agreement is hereby amended by deleting the phrase
“or the Transactions” and replacing it with the phrase “, the Transactions or the Water Transactions”. 
 81.
Section 3.06(b) of the Credit Agreement is hereby amended by deleting the phrase “Disclosed Maters, as of the date hereof” and replacing it with the phrase “Disclosed Matters (2010) and, solely in the case of clause (i)(1),
the Disclosed Matters (2014), as of the Amendment No. 5 Effective Date,”. 
 82. Section 3.06(c) of the Credit Agreement is
hereby amended 
 (a) by adding the phrase “(i)” after the word “Since” at the beginning of the section thereof and

 (b) by adding the phrase “(2010) and (ii) the Amendment No. 5 Effective Date, there has been no change in the status of
the Disclosed Matters (2014), in each case” immediately after the phrase “Disclosed Matters”. 
 83. Section 3.09 of the
Credit Agreement is hereby amended by adding the phrase “Amendment No. 5” before each reference to “Effective Date”. 

84. Section 3.10 of the Credit Agreement is hereby amended 

(a) by deleting the phrase “Amendment No. 2” and 

(b) by adding the phrase “Amendment No. 5” immediately before each reference to the phrase “Effective Date”. 

85. Section 3.11 of the Credit Agreement is hereby amended 

(a) by deleting the phrase “Neither the Offering Memorandum nor any” and replacing it with the phrase “None” and 

(b) by deleting the phrase “the negotiation of” and replacing it with the phrase “Amendment No. 5”. 

86. Section 3.13 of the credit agreement is hereby amended 

(a) by adding the phrase “Water” immediately before the phrase “Transactions” and 

(b) deleting each reference to the phrase “Amendment No. 2” and replacing them with the phrase “Amendment
No. 5”. 
 87. Section 3.14 of the Credit Agreement is hereby amended 

(a) by deleting the phrase “Amendment No. 2” and 

  
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 (b) by adding the phrase “Amendment No. 5” immediately before each reference
to “Effective Date”. 
 88. Section 3.15 of the Credit Agreement is hereby amended by adding the phrase “Amendment
No. 5” immediately before the phrase “Effective Date”. 
 89. Section 3.16 of the Credit Agreement is hereby
amended 
 (a) by deleting the first reference of the word “The” and replacing it with the phrase “Subject to Section V of
Amendment No. 5 with respect to the assets of the Water Group, the” and 
 (b) by adding the phrase “Amendment
No. 5” immediately before the reference to “Effective Date”. 
 90. Section 3.17 is hereby amended 

(a) by deleting the phrase “Amendment No. 2” and replacing it with the phrase “Amendment No. 5”, 

(b) by deleting the first occurrence of the word “material”, and 

(c) by adding the phrase “, in each case in any material respect” immediately after the phrase “or foreign law dealing with
such matters”. 
 91. Section 3.19 of the Credit Agreement is hereby amended by deleting it in its entirety and replacing it with
the following: 
 “Section 3.19. 2014 Notes Documents, Water Secured Notes Documents, Cott Unsecured Notes Documents, Replacement
Notes Documents and Intercreditor Agreement. The Borrowers have delivered to the Administrative Agent true, complete and correct copies of the 2014 Notes Documents, the Water Secured Notes Documents and the Cott Unsecured Notes Documents
(including all schedules, exhibits and annexes to each of the foregoing), and within two Business Days of the effectiveness thereof (or such later date as the Administrative Agent may agree in its Permitted Discretion), shall have delivered to the
Administrative Agent true, complete and correct copies of each of the Replacement Notes Documents (including all schedules, exhibits and annexes thereto). The Loans and all other Secured Obligations of the Loan Parties under this Agreement and each
of the other Loan Documents are permitted to be incurred under the 2014 Notes Documents, the Water Secured Notes Documents, the Cott Unsecured Notes Documents and, upon the effectiveness thereof, the Replacement Notes Documents (in each case to the
extent that such documents remain effective and the obligations thereunder have not been paid or discharged in full). This Agreement is within the definition of any or all of “ABL Facility”, “Bank Indebtedness”, “Credit
Agreement”, and “First-Priority Obligation” (or similar defined terms), as applicable, under 

  
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 the 2014 Notes Documents, the Water Secured Notes Documents, the Cott Unsecured Notes
Documents, the Intercreditor Agreement and, upon the effectiveness thereof, the Replacement Notes Documents (in each case to the extent that such documents remain effective and the obligations thereunder have not been paid or discharged in
full).”. 
 92. Section 3.21 of the Credit Agreement is hereby amended by deleting the phrase “Amendment No. 2” and
replacing it with the phrase “Amendment No 5”. 
 93. Section 3.22 of the Credit Agreement is hereby amended by deleting each
reference to the phrase “Amendment No. 2” and replacing them with the phrase “Amendment No. 5”. 
 94.
Section 3.23 of the Credit Agreement is hereby deleted in its entirety and replaced with the following section 
 ““Section
3.23. Anti-Corruption, Anti-Terrorism, and Anti-Money Laundering Laws, and Sanctions Laws and Regulations. 
 (a) Each Loan Party and
its Subsidiaries and, to the best knowledge of each Loan Party, its Affiliates and their respective directors, officers, employees, and agents, in each case when such director, officer, employee or agent is acting on behalf of or purporting to act
on behalf of any Loan Party, (i) conduct and has conducted their business in compliance with Anti-Corruption Laws and applicable Sanctions, (ii) have instituted and maintained, and will maintain and enforce, policies and procedures
designed to promote and achieve compliance with such laws and applicable Sanctions, (iii) is not in violation of any applicable laws relating to terrorism or money laundering (“AML/Anti-Terrorism Laws”), including but not limited to,
(x) the USA PATRIOT ACT (y) any Requirement of Law comprising or implementing the Bank Secrecy Act of 1970, and (z) any Requirement of Law administered by the United States Department of the Treasury’s Office of Foreign Asset
Control (as any of the foregoing Laws described in this clause (iii) may from time to time be amended, renewed, extended, or replaced). No Borrowing or Letter of Credit, use of proceeds or other financing transaction contemplated by the Loan
Documents will violate Anti-Corruption Laws or applicable Sanctions. 
 (b) None of the Loan Parties or their Subsidiaries or, to the best
knowledge of each Loan Party, their Affiliates or their respective directors, officers, employees, agents or representatives acting or benefiting in any capacity in connection with this Agreement (i) is a Designated Person; (ii) is a
Person that is owned or controlled by a Designated Person (the terms “owned” and “controlled” being defined as set forth in the applicable Sanctions (but only if such definitions are set forth in such Sanctions)); (iii) is,
if in violation of Sanctions or applicable law, located, organized or resident in a Sanctioned Country; (iv) has directly or indirectly engaged in, or is now directly or indirectly engaged in, in each case in violation of applicable law, any
dealings or transactions (1) with any Designated Person, (2) in any Sanctioned Country, or (3) otherwise in violation of Sanctions; 

  
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 or (v) engages in or conspires to engage in any transaction that evades or avoids, or
has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any applicable AML/Anti-Terrorism Law.”. 

95. Section 3.24 of the Credit Agreement is hereby deleted in its entirety and replaced with the following section: 

“Section 3.24. Intercompany Advances. As of the Amendment No. 5 Effective Date, Schedule 3.24 sets forth a true and
correct list of all loans and advances made by any Loan Party to any other Loan Party or by any Loan Party to any Subsidiary as of September 27, 2014.”. 

96. Section 3.25 of the Credit Agreement is hereby deleted in its entirety. 

97. Section 4.01 of the Credit Agreement is hereby deleted in its entirety and replaced with the following: 

“Section 4.01. [Reserved]”. 

98. Section 4.02 of the Credit Agreement is hereby amended by deleting each reference to “2010 Indenture or the Replacement
Indenture” and replacing each with the phrase “the 2014 Indenture, the Water Secured Notes Indenture, the Cott Unsecured Notes Indenture and each Replacement Indenture (in each case to the extent that such indenture remain effective and
the obligations thereunder have not been paid or discharged in full).”. 
 99. Section 4.02(d) of the Credit Agreement is hereby
amended by adding the following phrase at the end of the section thereof: 
 “So long as the Water Secured Notes Indenture is in effect
(and so long as any Replacement Indenture contains restrictions similar to the restrictions in the last sentence of Section 4.03 of the Water Secured Notes Indenture as of the Amendment No. 5 Effective Date), for the period commencing with
the date 10 days prior to any redemption of any Water Preferred Shares made using proceeds of Indebtedness and ending on the date 10 days after such redemption, the Total Leverage Ratio (as defined in the Water Secured Notes Indenture) for the most
recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date of such Borrowing or such issuance, amendment, renewal or extension of a Letter of Credit, is less than or equal to 4.50 to 1.00
determined on a pro forma basis.”. 
 100. Section 4.02(e) of the Credit Agreement is hereby amended 

(a) by deleting the reference to the amount “$250,000,000” and replacing it with the amount “$350,000,000” and 

(b) by deleting the reference to “2010 Indenture (to the extent then in effect, or similar calculations under any Replacement
Indenture)” and replacing it with the phrase “2014 Indenture, the Water Secured Notes Indenture, the Cott Unsecured Notes Indenture 

  
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 and similar calculations under each Replacement Indenture (in each case to the extent that such indenture
remain effective and the obligations thereunder have not been paid or discharged in full)” 
 101. Section 4.02 of the Credit
Agreement is hereby amended 
 (a) by adding the following clause immediately after the end of Section 4.02(e): 

“(f) After giving effect to any Borrowing or the issuance of any Letter of Credit, any mortgage tax incurred by any Loan Party as a result
of such Borrowing or such issuance that is or would be required to be paid in order for the Administrative Collateral Agent to validly enforce its Lien on any real property so mortgaged shall have been fully paid by the applicable Loan Party on or
prior to the date that such Borrowing or such issuance is made.” and 
 (b) by deleting the phrase “(a), (b), (c) and
(d) of this Section” and replacing it with the phrase “(a), (b), (c), (d) and (f) of this Section”. 
 102.
Section 5.01(c) of the Credit Agreement is hereby amended by deleting both references to the amount “$30,000,000” and replacing it with the phrase “the greater of (I) 15% of the Line Cap and (II) $50,000,000”. 

103. Section 5.01(d) of the Credit Agreement is hereby amended 

(a) by adding the phrase “(a “Compliance Certificate”)” immediately following the phrase “Exhibit
C”, 
 (b) by adding the phrase “(x)” immediately after the phrase “detailed calculations of”, and 

(c) by adding the phrase “, and (y) the Consolidated Leverage Ratio as of the last day of the fiscal quarter most recently
ended,” immediately following the phrase “Section 6.13”. 
 104. Section 5.01(g) of the Credit Agreement is hereby
deleted in its entirety and replaced with the following section: 
 “(g) as soon as available but in any event within 15 days of the end
of each calendar month, and at such other times as may be requested by either Collateral Agent, as of the period then ended (but, in the case of the PP&E Component, as of the 15th day of the current calendar month), an Aggregate Borrowing Base
Certificate, together with a Borrowing Base Certificate for each Borrowing Base Contributor which calculates such Borrowing Base Contributor’s Borrowing Base, and supporting information in connection therewith, together with any additional
reports with respect to the Aggregate Borrowing Base or any Borrowing Base of a Borrowing Base Contributor as either Collateral Agent may reasonably 

  
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 request; and the PP&E Component of the Borrowing Bases and the Aggregate Borrowing Base
shall be updated (i) from time to time upon receipt of periodic valuation updates received from either Collateral Agent’s asset valuation experts, (ii) concurrent with the sale or commitment to sell any assets constituting part of the
PP&E Component, (iii) in the event such assets are idled for a period in excess of ten (10) consecutive days for any reason other than routine maintenance or repairs, reconfiguration or due to seasonal production in the ordinary course
of business, or (iv) in the event that the value of such assets is otherwise impaired, as determined in either Collateral Agent’s Permitted Discretion; provided that (A) if on any date Aggregate Availability is less than the
greater of (1) the Borrowing Base Reporting Trigger Level at such time and (2) $50,000,000, then for the period(s) commencing on any such date and ending on the date, if any, on which Aggregate Availability is equal to or greater than the
greater of (y) the Borrowing Base Reporting Trigger Level at such time and (z) $50,000,000, for a period of 10 consecutive Business Days, or (B) if requested by the Administrative Agent, either Collateral Agent or the Required
Lenders, during any period that an Event of Default is continuing, the Borrower Representative will be required to furnish an Aggregate Borrowing Base Certificate, Borrowing Base Certificates for each Borrowing Base Contributor and supporting
information in connection therewith to each Collateral Agent as soon as available but in any event within 3 Business Days after the end of each calendar week, and at such other times as may be requested by either Collateral Agent, as of the period
then ended; notwithstanding anything to the contrary in this Section 5.01(g) (and in addition to the requirements under clause (ii) above), no later than one Business Day prior to the consummation of an asset sale (or merger, consolidation
or amalgamation that constitutes an asset sale) permitted pursuant to Section 6.05 (and, if applicable, Section 6.03) (or such later date as the Administrative Agent may agree in its sole discretion) of (I) Collateral (other than
Inventory sold pursuant to Section 6.05(a)) that is included in any Borrowing Base with a value in excess of $5,000,000 (measured at the time of such transaction) to any Person other than a Borrowing Base Contributor (solely with respect to
clauses (a) and (c) of such definition) or (II) any Qualified Equity Interests of a Borrowing Base Contributor (other than the Company) to any Person other than a Borrower, a Borrowing Base Contributor or any Loan Party that holds the
Equity Interests in such Person immediately prior to the date of such transaction, that results in the disposition of Collateral that is included in any Borrowing Base with a value in excess of $5,000,000 (measured at the time of such transaction),
then in each case the Borrower Representative shall deliver to the Administrative Agent a revision to the Borrowing Base Certificates and the Aggregate Borrowing Base Certificate most recently delivered to the Administrative Agent in accordance with
the terms of this Agreement demonstrating the effect of such transaction on each Borrowing Base (on a Pro Forma Basis), and shall, in each case, thereafter deliver such supporting information as may be reasonably requested by the Administrative
Agent;”. 

  
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 105. Section 5.01(h) of the Credit Agreement is hereby amended by deleting all
occurrences of the word “Borrower” or “Borrower’s”, except for the occurrence in the context of “Borrower Representative”, and replacing each with the phrase “Borrowing Base Contributor” or
“Borrowing Base Contributor’s,” respectively. 
 106. Section 5.01(i) of the Credit Agreement is hereby amended by
deleting the word “Borrowers’” and replacing each with the phrase “Borrowing Base Contributors’”. 
 107.
Section 5.01(j) of the Credit Agreement is hereby amended by deleting the word “Borrowers” and replacing each with the phrase “Borrowing Base Contributors”. 

108. Section 5.01(k) of the Credit Agreement is hereby amended by deleting the word “Borrowers’” and replacing each with
the phrase “Borrowing Base Contributors’”. 
 109. Section 5.01(q) of the Credit Agreement is hereby amended 

(a) by deleting the phrase “4.01(b),” and 

(b) by deleting the word “and” at the end thereof. 

110. Section 5.01(r) of the Credit Agreement is hereby amended by deleting the period at the end thereof and replacing it with “;
and”. 
 111. Section 5.01 of the Credit Agreement is hereby amended by adding the following at the end thereof: 

“(s) promptly after the effectiveness thereof, copies of (i) any Other First-Priority Documents (as defined in the Intercreditor
Agreement), (ii) any amendments, restatements, supplements or other modifications to any Other First-Priority Document or Second-Priority Document (as defined in the Intercreditor Agreement) and (iii) any new Second-Priority
Documents.”. 
 112. Section 5.04 of the Credit Agreement is hereby amended 

(a) by deleting the phrase “the 2010 Earnout,”, 

(b) by deleting the phrase “the Permitted Deferred Consideration,”, and 

(c) by deleting the phrase “in the case of the 2010 Earnout, pursuant to the terms of the 2010 APA and”. 

  
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 113. Section 5.08 of the Credit Agreement is hereby amended 

(a) by adding the phrase “to pay a portion of the purchase price for the Water Acquisition, (ii)” immediately following the phrase
“(i)” and 
 (b) by deleting the phrase “and (ii)” and replacing it with the phrase “and the Water Transaction,
and (iii)”. 
 114. Section 5.09 of the Credit Agreement is hereby amended 

(a) by deleting the phrase “rating of at least A” and replacing it with the phrase “rating of at least A-” and 

(b) by adding a closing parenthesis mark immediately after the first occurrence of United States. 

115. Section 5.11 of the Credit Agreement is hereby amended 

(a) By deleting all occurrences of the amount “$55,000,000” and replacing each with the amount $80,000,000”, 

(b) by deleting the occurrence of the amount “$60,000,000” and replacing it with the amount “60,000,000”, 

(c) by adding the phrase “or Schedule 1.01(g)” immediately after the phrase “Schedule 1.01(a)” and 

(d) by adding the phrase “or for each set of assets acquired pursuant to the Water Acquisition,” immediately after the last
reference to the phrase “as applicable,” at the end of such definition. 
 116. Section 5.12 of the Credit Agreement is
hereby amended 
 (a) by deleting the phrase “Amendment No. 2” and replacing it with the phrase “Amendment
No. 5” and 
 (b) by adding the following at the end thereof: 

“Notwithstanding anything in this Section 5.12 to the contrary, the obligations of any member of the Water Group to maintain Chase as
its principal depository bank or delivery of deposit account control agreements under this Section 5.12 shall be subject to the terms of Section V of Amendment No. 5.”. 

117. Section 5.13(a) of the Credit Agreement is hereby amended by deleting the phrase “4.01(b),”. 

  
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 118. Section 5.13(b) of the Credit Agreement is hereby amended by adding the following
at the end thereof: 
 “Notwithstanding anything in this Section 5.13(b) to the contrary, the obligation of any member of the Water
Group and any other Loan Party owning Equity Interests in such Person to pledge or perfect Liens on Equity Interests under this Section 5.13(b) shall be subject to the terms of Section V of Amendment No. 5.”. 

119. Section 5.13(c) of the Credit Agreement is hereby amended by deleting the phrase “such other actions or deliveries of the type
required by Section 4.01, as applicable” and replacing it with the phrase “actions”. 
 120. Section 5.13(d) of the
Credit Agreement is hereby amended by deleting the phrase “Lien in favor of” and replacing it with the phrase “Lien granted under”. 

121. Section 5.13(e) of the Credit Agreement is hereby amended by adding the following at the end of each thereof: 

“Notwithstanding anything to the contrary in this Section 5.13(e), the Eligible Accounts and Eligible Inventory of DS Services shall
be included in the Borrowing Base to the extent provided in clauses (a) and (b) of the definition of Borrowing Base, and the Eligible Supplemental Real Property of DS Services acquired shall be included in the Borrowing Base pursuant to
the terms of the definition of Eligible Supplemental Real Property and the definition of PP&E Component, in each case subject to Reserves in accordance with the terms of this Agreement, and one appraisal and one field examination for each such
set of assets shall be excluded from the limitation on such appraisals and field examinations at the expense of the Borrowers as provided in Section 5.11.”. 

122. Section 5.13(f) of the Credit Agreement is hereby amended 

(a) By adding the phrase “(subject to the restrictions set forth in clause (b) of the definition of Borrowing Base Guarantor)”
immediately after the second occurrence of the word “Agreement” and 
 (b) by adding the following at the end of each thereof:

 “Notwithstanding anything to the contrary in this Section 5.13(f), the Eligible Accounts and Eligible Inventory of DS Services
shall be included in the Borrowing Base to the extent provided in clauses (a) and (b) of the definition of Borrowing Base, and the Eligible Supplemental Real Property of DS Services shall be included in the Borrowing Base pursuant to the
terms of the definition of Eligible Supplemental Real Property and the definition of PP&E Component, in each case subject to Reserves in accordance with the terms of this Agreement, and one field examination for each such set of assets shall be
excluded from the limitation on such appraisals and field examinations at the expense of the Borrowers as provided in Section 5.11.”. 

  
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 123. Section 5.14 of the Credit Agreement is hereby amended 

(a) by deleting the phrase “2010 Note Documents or any Replacement Note Documents” and replacing it with the phrase “2014
Notes Documents, the Water Secured Notes Documents, the Cott Unsecured Notes Documents or any Replacement Notes Documents”, 
 (b) by
deleting the phrase “4.01(b),”, and 
 (c) by adding the phrase “Amendment No. 5” immediately before each
reference to the phrase “Effective Date”. 
 124. Section 5.17 of the Credit Agreement is hereby amended 

(a) by deleting the s occurrence of the phrase “U.S. Co Borrowers” and replacing it with the phrase “Borrowing Base
Contributors organized under the laws the United States, any state thereof or the District of Columbia” and 
 (b) by deleting the
second and third occurrences of the phrase “U.S. Borrowers and replacing each with the phrase “Borrowing Base Contributor”. 

125. Section 6.01(b) of the Credit Agreement is hereby amended by deleting the phrase “date hereof” and replacing it with the
phrase “Amendment No. 5 Effective Date”. 
 126. Section 6.01(c) of the Credit Agreement is hereby amended 

(a) by deleting each reference to the phrase “2010” and replacing them with the phrase “2014”, 

(b) by adding the phrase “, including any such Person directly or indirectly formed or acquired by the Company after the Amendment
No. 5 Effective Date” immediately after the phrase “each such Person remains a Loan Party hereunder”, 
 (c) by adding
the phrase “Amendment No. 5” immediately before the phrase “Effective Date”, and 
 (d) by deleting the amount
“$375,000,000” and replacing it with the amount “$525,000,000”. 
 127. Section 6.01(d) of the Credit Agreement is
hereby deleted in its entirety and replaced it with the following: 
 “(d) (i) Indebtedness of Cott Beverages (which may be guaranteed
on an unsecured basis under the terms of the Cott Unsecured Notes Indenture by one or more Loan Parties, for so long as each such Person remains a Loan Party hereunder, including any such Person directly or indirectly formed or acquired by the
Company after the Amendment No. 5 Effective Date) incurred on or prior to the Amendment No. 5 Effective Date evidenced by the Cott Unsecured Notes in a principal amount not to 

  
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 exceed $625,000,000 and (ii) Indebtedness of DS Services (which may be guaranteed under
the terms of the Water Secured Notes Indenture by one or more Loan Parties, for so long as each such Person remains a Loan Party hereunder, including any such Person directly or indirectly formed or acquired by the Company after the Amendment
No. 5 Effective Date) incurred on or prior to the Amendment No. 5 Effective Date evidenced by the Water Secured Notes in a principal amount not to exceed $350,000,000;”. 

128. Section 6.01(f) of the Credit Agreement is hereby amended by deleting the phrase “2010 Notes” and replacing it with the
phrase “2014 Notes, the Water Secured Notes, the Cott Unsecured Notes”. 
 129. Section 6.01(g) of the Credit Agreement is
hereby amended by deleting the amount “$60,000,000” and replacing it with the amount “$100,000,000”. 
 130.
Section 6.01(h) of the Credit Agreement is hereby amended 
 (a) by adding the phrases “(d)” and “(m)” immediately
after the phrases “(c)” and “(l),” respectively, 
 (b) by deleting the following phrase: 

“; provided that, solely with respect to an extension, refinancing, replacement, supplement, or renewal of the 2010 Notes described
in Section 6.01(c) in one transaction or a series of transactions, including through any follow-on or greenshoe offering commenced within 2 months of any replacement, extension or supplement thereof, the aggregate principal amount of such
extended, refinanced, replaced, supplemented or renewed Indebtedness in respect of the 2010 Notes and any supplements thereto may be increased from $375,000,000 to an aggregate principal amount not to exceed $550,000,000”, 

(c) by adding the phrase “; provided that any Replacement Notes in respect of the Water Secured Notes may only be secured to the
extent permitted under Section 6.02(l)” immediately after the phrase “(and any Replacement Notes Shall be unsecured”, 

(d) by deleting the phrase “on an unsecured basis”, 

(e) by deleting the phrase “Replacement Note Documents” and replacing it with the phrase “Replacement Notes Documents”,

 (f) by deleting clause (iii) thereof in its entirety and replacing it with the following: 

“(iii) no Loan Party or Restricted Subsidiary of any Loan Party that is not originally obligated with respect to repayment of such
Indebtedness is required to become obligated with respect thereto (which, for the sake of clarity, would not 

  
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 preclude additional Subsidiaries that are created or acquired after the date such
Indebtedness is incurred to become guarantors of such Indebtedness to the extent that such Subsidiary would have been required to become a guarantor of the Indebtedness being so refinanced),”, 

(g) by adding the phrase “and is not subject to mandatory redemption or repurchase (other than customary provisions permitting or
requiring such Indebtedness to be repurchased with asset sale proceeds that are not otherwise required to repay the Secured Obligations or other Indebtedness, or upon a change of control)” immediately after the phrase “scheduled
amortization, principal or sinking fund payments”, and 
 (h) by deleting the phrase “Section 6.01(c)” and replacing it with
the phrase “Sections 6.01(c) and 6.01(d)”. 
 131. Section 6.01(k) of the Credit Agreement is hereby amended 

(a) by deleting the amount “$20,000,000” and replacing it with the amount “$40,000,000”. 

(b) by adding the phrase “provided, further, that the letters of credit listed on Schedule 6.01 issued by BMO Harris Bank N.A. in favor
of members of the Water Group shall be disregarded for purposes of this clause (k);” at the end thereof. 
 132. Section 6.01(l)
of the Credit Agreement is hereby amended by deleting the phrase “(i) $10,000,000 at any time outstanding prior to the repayment in full of the 2014 Acquisition Note or (ii) following repayment in full of the 2014 Acquisition Note,”.

 133. Section 6.01(m) of the Credit Agreement is hereby deleted it in the entirety and replaced it with the following: 

“(m) Indebtedness in respect of the Industrial Revenue Bond Documents, in an aggregate principal amount not to exceed $6,000,000 at any
time outstanding;”. 
 134. Section 6.01(q) of the Credit Agreement is hereby amended by adding the word “and” at the
end thereof. 
 135. Section 6.01(r) of the Credit Agreement is hereby amended 

(a) by deleting the phrase “(other than the 2010 Earnout)” and 

(b) by deleting the phrase “; and” at the end thereof and replacing it with a period. 

136. Section 6.01(s) of the Credit Agreement is hereby deleted in its entirety. 

137. Section 6.02(c) of the Credit Agreement is hereby amended 

(a) by deleting the phrase “date hereof” and replacing it with the phrase the “Amendment No. 5 Effective Date” and


  
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 (b) by adding the phrase “or Restricted Subsidiary or any other Borrower”
immediately after the phrase “assets of such Borrower” in clause (i) thereof. 
 138. Section 6.02(e) of the Credit
Agreement is hereby amended by adding the phrase “or any other Borrower or Restricted Subsidiary” immediately following the phrase “Restricted Subsidiary” in clause (ii) thereof. 

139. Section 6.02(l) of the Credit Agreement is hereby deleted in its entirety and replaced with the following: 

“(l) Liens securing Indebtedness permitted under Section 6.01(d)(ii) if such Liens are at all times subject to the Intercreditor
Agreement and, subject to Section V of Amendment No. 5 in respect of any grace periods for establishing first-priority Liens in favor of the Administrative Agent, Administrative Collateral Agent or the UK Security Trustee over the assets of the
Water Group (but subject at all times to the terms of the Intercreditor Agreement), junior in priority to the Liens securing the Secured Obligations; provided that (i) such Liens shall not apply to any other property or assets of the obligor in
respect thereof or any other Borrower or Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding
principal amount thereof except to the extent permitted by clause (h) of Section 6.01;”. 
 140. The last sentence of
Section 6.02 of the Credit Agreement is hereby amended by deleting the phrase “clause (a) above and (2) Inventory, other than those permitted under clauses (a) and (b) of the definition of Permitted Encumbrance and
clause (a) above.” and replacing it with the following: 
 “clauses (a) and (l) above and (2) Inventory, other
than those permitted under clauses (a) and (b) of the definition of Permitted Encumbrance and clause (a) and (l) above; provided that the Liens permitted pursuant to clause (l) above shall at all times be subject to the
Intercreditor Agreement and junior in priority to the Liens securing the Secured Obligations.”. 
 141. Section 6.03 of the Credit
Agreement is hereby amended 
 (a) by adding the phrase “(including, for the avoidance of doubt, the Water Acquisition)”
immediately after the phrase “Permitted Acquisition” in clause (v) thereof. 
 (b) by adding the phrase “and, in the
case of the Water Acquisition, the terms of Amendment No. 5,” immediately after the phrase “Section 5.13” in clause (x) of the second proviso thereof. 

142. Section 6.04(b) of the Credit Agreement is hereby amended by deleting the phrase “date of this Agreement” and replacing it
with the phrase “Amendment No. 5 Effective Date”. 

  
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 143. Section 6.04(l) of the Credit Agreement is hereby deleted in its entirety and
replaced with the following section, 
 “(l) investments by the Company and its Restricted Subsidiaries in the form of Permitted
Acquisitions, provided that the Company and its Restricted Subsidiaries may not make any Permitted Acquisition unless (x) both Aggregate Availability on the date of such investment and average Aggregate Availability over the prior thirty day
period ending on such date (in each case after giving effect to such Permitted Acquisition) is at least the greater of (I) 15% of the Line Cap and (II) $50,000,000 and (y) the Fixed Charge Coverage Ratio, determined as of the last day of
the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day, is at least 1.15 to
1.0;”. 
 144. Section 6.04(n) of the Credit Agreement is hereby amended by deleting the phrase “the 2010 Notes and the”
and replacing it with the phrase “(i) the Water Preferred Shares permitted by Section 6.09(a)(iv) or (ii) Disqualified Equity Interests, the 2014 Notes, the Water Secured Notes, the Cott Unsecured Notes or any”. 

145. Section 6.04(s) of the Credit Agreement is hereby deleted in its entirety and replaced with the following: 

“(s) the Water Acquisition pursuant to the terms of the Water Merger Agreement as in effect on the Amendment No. 5 Effective
Date;”. 
 146. Section 6.04(t) of the Credit Agreement is hereby amended by deleting the phrase “the Borrowers shall have at
least $70,000,000 of Aggregate Availability” and replacing it with the phrase “Aggregate Availability shall not be less than $70 million”. 

147. Section 6.04(u) of the Credit Agreement is hereby deleted in its entirety and replaced with the following: 

“(u) [reserved;]”. 

148. The proviso at the end of Section 6.04 of the Credit Agreement is hereby amended by deleting the phrase “(x)” and the
phrase “and (y) except as provided in clauses (s) and (u) above, no investments by any Loan Party in BCB International or BCB European shall be permitted under this Section 6.04”. 

149. Section 6.05(d) of the Credit Agreement is hereby amended by deleting the phrase “(j),”. 

150. Section 6.05(e) of the Credit Agreement is hereby amended by deleting the phrase “(i)”. 

151. Section 6.05(g) of the Credit Agreement is hereby amended 

(a) by deleting the each reference to the phrase “Amendment No. 2” and replacing them with the phrase “Amendment
No. 5” and 

  
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 (b) by deleting the phrase “the term of this Agreement,” and replacing it with the
phrase “any fiscal year of the Company”. 
 152. Section 6.09 of the Credit Agreement is hereby deleted in its entirety and
replaced with the following: 
 “Section 6.09. Restricted Payments; Certain Payments of Indebtedness. 

(a) No Loan Party will, nor will it permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or
indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except: 
 (i) each Loan Party and its
Restricted Subsidiaries may declare and pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or
in shares of its common stock, 
 (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests,

 (iii) the Company may declare and pay dividends to its shareholders as long as (A) no Event of Default has occurred and is
continuing at the time of such declaration and payment or would result after giving effect to such payment, (B) Aggregate Availability on the date of such payment after giving effect to such payment and average Aggregate Availability over the
prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period), in each case shall be at least the greater of (x) 15% of the Line Cap and (y) $50,000,000 and (C) the
Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 5.01(a) or (b), for the period of four consecutive fiscal
quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.15 to 1.0, 

(iv) the Company or any of its Restricted Subsidiaries may repurchase or redeem its capital stock (provided that the aggregate amount of any
Water Preferred Shares repurchased or redeemed in any calendar year pursuant to this Section 6.09(a)(iv) shall not exceed $100,000,000) as long as (A) no Event of Default has occurred and is continuing or would result after giving effect
to such repurchase or redemption, (B) Aggregate Availability on 

  
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 the date of such payment after giving effect to such payment and, except in the case of a
repurchase or redemption of Water Preferred Shares, average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period), in each case shall be at
least the greater of (x) of 15% of the Line Cape and (y) $50,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been
delivered pursuant to Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.15 to 1.0, and 

(v) any Restricted Subsidiary that is a direct wholly-owned Subsidiary of the Company or that is a direct wholly-owned Subsidiary of a
Restricted Subsidiary, may repurchase its Equity Interests from, or pay dividends with respect to its Equity Interests to, the Company or the Restricted Subsidiary that owns 100% of its Equity Interests, 

provided that in the event that any Restricted Payment is made to any Interim Holdco at any time, the total amount of such Restricted
Payment shall immediately be distributed to its immediate parent, unless the Administrative Agent and the Co-Collateral Agent otherwise consent in writing, in their sole discretion, prior to such Restricted Payment. 

(b) No Loan Party will, nor will it permit any of its Restricted Subsidiaries to, make or agree to pay or make, directly or indirectly, any
payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any
sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except: 

(i) payment of Indebtedness created under the Loan Documents; 

(ii) payment of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness; 

(iii) payment of mandatory prepayments as and when due in respect of any Indebtedness; 

  
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 (iv) refinancings of Indebtedness to the extent permitted by Section 6.01; 

(v) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such
Indebtedness; 
 (vi) payment of other Indebtedness (other than Indebtedness permitted to be purchased or repurchased pursuant to clause
(vii) below, but including termination of capital leases) in an amount not exceeding $1,000,000 in any calendar year, so long as Aggregate Availability exceeds $50,000,000 after giving effect to each such payment; 

(vii) the Company or any of its Restricted Subsidiaries may, from time to time, (a) voluntarily purchase Disqualified Equity Interests,
2014 Notes, Water Secured Notes, Cott Unsecured Notes or Replacement Notes from one or more holders thereof, (b) voluntarily redeem or defease some or all of any Disqualified Equity Interests, 2014 Notes, Water Secured Notes, Cott Unsecured
Notes or Replacement Notes in accordance with the terms of such Disqualified Equity Interests, the 2014 Indenture, the Water Secured Notes Indenture, the Cott Unsecured Notes Indenture or the Replacement Indenture, as applicable and/or
(c) prepay Indebtedness outstanding in connection with the Sidel Water Capital Lease or the Sidel Purchase Financing during the term of this Agreement, in each case as long as (A) no Event of Default has occurred and is continuing or would
result after giving effect to such repurchase, redemption, prepayment or defeasance, (B) Aggregate Availability minus Disqualified Payables shall be at least the greater of (x) 15% of the Line Cap and (y) $50,000,000,
determined both on the date of such repurchase, redemption, prepayment or defeasance (and after giving effect thereto and, on an average basis for the thirty day period ending on (I) in the case of repurchases, redemptions and defeasances under
clauses (a) and (b) of this subsection (vii), the date the Company or such Restricted Subsidiary initially offers to make such repurchase or redemption or (II) in the case of a defeasance under clause (b) of this subsection
(vii) or prepayments under clause (c) of this subsection (vii), the date of such prepayment or defeasance, in each case assuming that such repurchase, redemption, prepayment or defeasance, as the case may be, was made on the first day of
such period), and 

  
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 (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal
quarter for which financial statements have been or should have been delivered pursuant to Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day, is no less than 1.15 to 1.0; 

(viii) payment of intercompany indebtedness to the extent permitted by the subordination provisions applicable thereto; 

(ix) the Company or any of its Restricted Subsidiaries may, from time to time, exchange any Qualified Equity Interests for all or part any
Disqualified Equity Interests, the 2014 Notes, the Water Secured Notes, the Cott Unsecured Notes or the Replacement Notes during the term of this Agreement as long as (A) no Default or Event of Default has occurred and is continuing or would
result after giving effect to such exchange, (B) Aggregate Availability minus Disqualified Payables, determined both on the date of such redemption, repurchase or prepayment, and after giving effect thereto, and, on and on an average
basis for the thirty day period ending of such date (in each case assuming that such redemption, repurchase or prepayment was made on the first day of such period), shall be at least the greater of (x) 15% of the Line Cap and
(y) $50,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 5.01(a) or (b), for
the period of four consecutive fiscal quarters ending on such last day, is no less than 1.15 to 1.0; and 
 (x) the Company or any of its
Restricted Subsidiaries may, from time to time, prepay any Indebtedness outstanding in connection with the Sidel Water Capital Lease or the Sidel Purchase Financing (the “Sidel Prepayment Amount”) during the term of this Agreement
as long as the Company delivers a certificate by a Financial Officer stating the Sidel Prepayment Amount and attesting that the Sidel Prepayment Amount is equal to or less than (i) in the case of a prepayment of Indebtedness in connection with
the Sidel Water Capital Lease, the value of (A) the Letters of Credit issued for the benefit of General Electric Capital Corporation (“GECC”) that GECC in its capacity as lessor will return for cancellation and/or (B) cash
collateral that GECC in its capacity as lessor will 

  
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 release, in each case, in connection with such prepayment or (ii) in the case of a
prepayment of Indebtedness under the Sidel Purchase Financing, the amount of all obligations of Cott Beverages outstanding at such time under the Sidel Purchase Financing (including, but not limited to all payments of principal, interest, premiums,
fees and expenses then due and owing under the Sidel Purchase Financing as in effect on the Amendment No. 3 Effective Date). 

provided that, in connection with any redemptions, purchases, payments prepayments or exchanges under Sections 6.09(b)(vii) and
(ix), in each case, the Administrative Agent shall have received a certificate, signed by the chief financial officer of the Company, on behalf of the Company, (i) stating the nature, the amount and the date of the payment, exchange or
distribution, (ii) certifying that the Company and/or each applicable Restricted Subsidiary has complied with the terms and conditions contained in the applicable subsection of 6.09(b), (iii) stating, in the case of redemptions, purchases,
prepayments or exchanges under Sections 6.09(b)(vii) or (ix), that the proposed transaction documents do not violate the terms and conditions of each of the 2014 Indenture, the Water Secured Notes Indenture, the Cott Unsecured Notes Indenture and
any Replacement Indenture and (iv) setting forth, in the case of redemptions, purchases, prepayments or exchanges under Sections 6.09(b)(vii) or (ix), the calculation of the Disqualified Payables. For purposes of this Section 6.09(b), the
2014 Notes, the Water Secured Notes, the Cott Unsecured Notes or Replacement Notes, as applicable, shall be deemed to be “redeemed” at the time that a Borrower or Restricted Subsidiary deposits with the trustee under the 2014 Indenture,
the Water Secured Notes Indenture, the Cott Unsecured Notes Indenture or any Replacement Indenture, as applicable, the funds sufficient to redeem the applicable 2014 Notes, Water Secured Notes, Cott Unsecured Notes or Replacement Notes.”. 

153. Section 6.10 of the Credit Agreement is hereby amended 

(a) by deleting the phrase “, (s), (u)”, 

(b) by deleting the phrase “(e), (f), (k) or (m)” and replacing it with the phrase “(d) (or any replacement thereof
permitted under Section 6.01(h)), (e), (f), or (k)”, 
 (c) adding the word “and” immediately after the phrase
“ordinary course of business,”, and 
 (d) deleting the phrase “and (i) transactions made between or among any Loan
Party and any other Subsidiary of the Company as part of the Luxembourg Reorganization”. 

  
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 154. Section 6.11 of the Credit Agreement is hereby amended 

(a) by deleting the phrase “date hereof” and replacing it with the phrase “Amendment No. 5 Effective Date”, 

(b) by deleting each reference to the phrase “2010 Indenture or the” and replacing them with the phrase “2014 Indenture, the
Water Secured Notes Indenture, the Cott Unsecured Notes Indenture or any”, and 
 (c) by deleting the second occurrence of the phrase
“the” immediately after the phrase the “extension or renewal of” and replacing it with the word “any” 
 155.
Section 6.12 of the Credit Agreement is hereby deleted in its entirety and replaced with the following: 
 “Section 6.12.
Amendment of Material Documents; Second-Priority Documents; Designations Under Intercreditor Agreement; Insurance Limitations; Etc.. 

Capitalized terms used in this Section 6.12 but not defined in this Agreement shall have the meaning assigned to such term in the
Intercreditor Agreement. 
 (a) No Loan Party will, nor will it permit any of its Restricted Subsidiaries to, amend, modify or waive any of
its rights under (i) any 2014 Notes Document, any Water Secured Notes Document, any Cott Unsecured Notes Document, any Replacement Notes Document, or any Water Preferred Shares Document or (ii) (x) its certificate of incorporation,
by-laws, operating, management or partnership agreement or other organizational documents or (y) without the consent of the Administrative Agent (or the Required Lenders in the case of amendments or modifications of the 2014 Earnout that would
increase the amount thereof or accelerate the payment schedule thereof), the 2014 SPA or the Water Merger Agreement, in each case in this subsection (ii) to the extent any such amendment, modification or waiver would be materially adverse to
the Lenders. 
 (b) No Loan Party will, nor will it permit any of its Restricted Subsidiaries or any Second-Priority Representative or other
Second-Priority Secured Party to, execute, deliver, file or record any financing statement or amendment thereto, patent, trademark or copyright filing, mortgage, deeds of trust, deed or similar instrument, or any security agreement, deed, document,
certificate or filing in respect of Common Collateral (i) governed by the laws of a jurisdiction outside of the United States or (ii) governed by the laws of the United States, any State of the United States or the District of
Columbia, in each case under this clause (b) that is to be executed, delivered, filed, registered or recorded by or in favor of any Second-Priority Representative or other Second-Priority Secured Party, unless and until, solely in the case
of clause (ii), the same is in form and substance reasonably satisfactory to the Administrative Collateral Agent or the UK Security Trustee, as applicable. 

  
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 (c) No Loan Party will, nor will it authorize any of its Restricted Subsidiaries to, without
the prior written consent of the Administrative Agent, the Collateral Agents and the UK Security Trustee, designate (or support the designation of) (i) any document (other than this Agreement) as a “Credit Agreement” under and as
defined in the Intercreditor Agreement, or as an “ABL Facility”, “Bank Indebtedness” or a “Credit Agreement”, as applicable, under and as defined in the Water Secured Notes Documents, (ii) any Person (other than
the Administrative Agent, Administrative Collateral Agent and the UK Security Trustee) as a “First-Priority Collateral Agent” under and as defined in the Intercreditor Agreement or as an “ABL Facility Agent”, “First
Lien/Second Lien Intercreditor Agent” or “First-Priority Collateral Agent”, as applicable, under and as defined in the Water Secured Notes Documents, (iii) any obligations under any document as “Other First-Priority
Obligations” under and as defined in the Intercreditor Agreement or as “Other Fist-Priority Obligations” under and as defined in the Water Secured Notes Documents, or (iv) any obligations (other than the Secured Obligations)
under any document as “ABL Obligations” or “First-Priority Obligations” under and as defined in the Water Secured Notes Documents. Any “First Priority Obligations” (other than the Secured Obligations), “Other
First-Priority Obligations” or “Other Second-Priority Obligations”, in each case under and as defined in each of the Intercreditor Agreement and the Water Secured Notes Documents, and any “ABL Obligations” (other than the
Secured Obligations) under and as defined in the Water Secured Notes Documents, in each case that are permitted to be designated as such or incurred pursuant to this Agreement, shall at all times be subject to the terms of the Intercreditor
Agreement and, in the case of any ABL Obligations, First-Priority Obligations or Other First-Priority Obligations (in each case other than the Secured Obligations), such obligations shall not be authorized to be incurred and shall not be effective
until an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent, the Collateral Agents and the Required Lenders has been executed by the applicable Agents and the applicable representatives for such ABL
Obligations, First-Priority Obligations or Other First-Priority Obligations, as applicable. 
 (d) No Loan Party will, nor will it permit any
of its Restricted Subsidiaries to, name any person other than the Administrative Agent or the Administrative Collateral Agent as additional insured or loss payee under any insurance policies maintained from time to time by the Loan Parties;
provided that to the extent the applicable insurance company will comply, the “Second-Priority Representative” (as defined in the Intercreditor Agreement) shall have the right to be named as additional insured and loss payee under
such insurance policies so long as its junior priority status is identified in a manner reasonably satisfactory to the “First-Priority Collateral Agents” (as defined in the Intercreditor Agreement. 

(e) If any “Second-Priority Secured Party” (as defined in the Intercreditor Agreement), contrary to the Intercreditor Agreement,
commences or participates in any action or proceeding against any Loan Party or the “Common Collateral” (as defined in the Intercreditor Agreement), such Loan Party, with the prior written consent of the “First-Priority Collateral
Agents” (as defined in the Intercreditor Agreement), may interpose as a defense or dilatory plea the making of the Intercreditor Agreement, and any “First-Priority Secured Party” (as defined in the Intercreditor Agreement) may
intervene and interpose such defense or plea in its or their name or in the name of such Loan Party. 

  
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 (f) Except as provided in Section 3.4 of the Intercreditor Agreement, if any
“First-Priority Secured Party” or “Second-Priority Secured Party” (each as defined in the Intercreditor Agreement) shall enforce its rights or remedies in violation of the terms of the
Intercreditor Agreement, no Loan Party shall be entitled to use such violation as a defense to any action by any First-Priority Secured Party or Second-Priority Secured Party, nor to assert such violation as a counterclaim or basis for set off or
recoupment against any First-Priority Secured Party or Second-Priority Secured Party.”. 
 156. Section 6.13 of the Credit
Agreement is hereby amended 
 (a) by deleting the amount “$27,500,000” and replacing it with the amount “$40,000,000”
and 
 (b) by deleting the phrase “Section 4.01(b) or”. 

157. Section 6.14(a) of the Credit Agreement is hereby amended by adding the phrase “a Borrowing Base Guarantor,” immediately
after the first occurrence of the phrase “(other than the Company),”. 
 158. Section 6.14(b) of the Credit Agreement is
hereby amended 
 (a) by deleting the phrase “under any 2010 Note Document or any Replacement Note Document” and replacing it
with the phrase “(or any equivalent term) under any 2014 Notes Document, Water Secured Notes Document, Cott Unsecured Notes Document or any Replacement Notes Document” and 

(b) by deleting the second reference of the phrase “2010 Note Document and Replacement Note Document” and replacing it with the
phrase “2014 Notes Document, Water Secured Notes Document, Cott Unsecured Notes Document or any Replacement Notes Document”. 

159. Section 6.15 of the Credit Agreement is hereby deleted in its entirety and replaced with the following: 

“Section 6.15. Assets and Liabilities of Interim Holdcos. Without the prior written consent of the Administrative Agent and the
Co-Collateral Agents in their sole discretion, the Borrowers will not permit any Interim Holdco to (i) own any operating assets, (ii) engage in any trade or business, (iii) become liable for any Indebtedness other than Indebtedness
under the Loan Documents, Indebtedness under the 2014 Indenture, the Water Secured Notes Indenture, the Cott Unsecured Notes Indenture or the Replacement Indenture, and intercompany Indebtedness in which the Administrative Collateral Agent has a
first-priority, perfected Lien, (iv) incur any other liabilities other than usual and customary obligations associated with the maintenance of the corporate existence of a holding company or (iv) incur or permit to exist any Lien on its
assets other than pursuant to the terms of the Loan Documents.”. 

  
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 160. Section 6.16 of the Credit Agreement is hereby amended 

(a) by deleting the word “or” before the phrase “(iii)” and 

(b) by adding the following phrase at the end of the section thereof: 

“; or (iv) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading and avoiding, or
attempts to violate, any of the prohibitions set forth in any AML/Anti-Terrorism Law.”. 
 161. Article VII clause (g) of the
Credit Agreement is hereby deleted in its entirety and replaced with the following section: 
 “(g) any event or condition occurs that
results in any Material Indebtedness or the 2014 Earnout becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of such Indebtedness or any
trustee or agent on its or their behalf to cause such Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply
to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness;”. 

162. Article VII clause (k) of the Credit Agreement is hereby amended by deleting the reference to the amount “$20,000,000” and
replacing it with the amount “$30,000,000”. 
 163. Article VII clause (s) of the Credit Agreement is hereby amended by
deleting the phrase “any member of the Group” and replacing it with the phrase “the Company or any of its Subsidiaries”. 

164. Article VIII of the Credit Agreement is hereby amended by adding the following paragraph after the second paragraph thereof: 

“Each of the Lenders and the Issuing Banks hereby irrevocably (i) authorize the Administrative Agent, the Administrative Collateral
Agent and the UK Security Trustee to enter into the Intercreditor Agreement or other intercreditor agreement or arrangement permitted under this Agreement and any such intercreditor agreement is binding upon such Lenders and such Issuing Bank,
(ii) agree that, upon the execution and delivery of such Intercreditor Agreement or other intercreditor agreement or arrangement, each Lender and each Issuing Bank will be bound by the provisions thereof as if it were a signatory thereto and
will take no actions contrary to the provisions thereof and (iii) agree that none of the Lenders or any other Secured Party shall have any right of action whatsoever against the Administrative Agent, the Administrative Collateral Agent or the
UK 

  
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 Security Trustee as a result of any action taken by the Administrative Agent, the
Administrative Collateral Agent or the UK Security Trustee pursuant to this paragraph or in accordance with the terms of the Intercreditor Agreement or such other intercreditor agreements or arrangements. The Administrative Agent, the Administrative
Collateral Agent and the UK Security Trustee may affect any amendment or supplement to the Intercreditor Agreement or other intercreditor agreement or arrangement permitted under this Agreement that is for the purpose of adding the holders of
Indebtedness under any other secured Indebtedness permitted to be incurred under this Agreement, including on a junior priority basis to the Secured Obligations, as contemplated by the terms of the Intercreditor Agreement (or the definition thereof)
or such other intercreditor agreement or arrangement permitted under this Agreement, as applicable.”. 
 165. Section 9.03(b) of
the Credit Agreement is hereby amended by adding the phrase “, the Water Transactions” immediately after the phrase “the Transactions”. 

166. Section 9.03(d) of the Credit Agreement is hereby amended 

(a) by adding the phrase “the Water Transactions,” immediately after the phrase “the Transactions,” and 

(b) by adding the following phrase to the end of the section thereof: 

“No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of
any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or
thereby.”. 
 167. Section 9.06 of the Credit Agreement is hereby amended by deleting the following: 

“Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative
Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter” 

and replacing it with the phrase “This Agreement”. 

168. Section 9.09(b) of the Credit Agreement is hereby amended by deleting the word “nonexclusive” and replacing it with the
word “exclusive”. 
 169. Section 11.01 of the Credit Agreement is hereby amended by adding the phrase “Each Person that
becomes a Borrower after the Effective Date pursuant to Section 5.13, by joining this Agreement as a Borrower pursuant to a Borrower Joinder Agreement or otherwise, hereby ratifies and agrees to the appointment of the Company as Borrower
Representative under this Article XI.” at the end thereof. 

  
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 170. Section 11.06 of the Credit Agreement is hereby amended 

(a) by adding the phrase “and the Guarantors” immediately after the first reference to the term “Borrowers”, 

(b) by deleting the second reference to the word “Borrowers” and replacing it with the phrase “Borrowers and the
Guarantors”, 
 (c) by adding the phrase “and each Guarantor” immediately after the phrase “Each Borrower”, 

(d) by adding the phrase “or Guarantors” immediately after the phrase “or the Borrowers” in the last sentence thereof,
and 
 (e) by adding the phrase “and Guarantors” immediately after the final reference to the term “Borrowers”. 

171. Section 11.07 of the credit agreement is hereby amended 

(a) by adding the phrase “and Borrowing Base Guarantor” immediately after the first occurrence of the phrase “Each
Borrower” and 
 (b) by adding the phrase “or Borrowing Base Guarantor” immediately after the second reference to the term
“Borrower”. 
 172. The Schedules and Exhibits attached to this Amendment amend and restate the corresponding Schedules and
Exhibits to the Credit Agreement in their entirety. Except as provided in the immediately preceding sentence and except for the Schedules, Annexes and Exhibits expressly set forth in or attached to this Amendment, all Schedules, Annexes and Exhibits
to the Credit Agreement, in the forms thereof immediately prior to the Amendment No. 5 Effective Date, shall continue to be Schedules, Annexes and Exhibits to the Amended Credit Agreement. 

II. Existing Lenders; New Lenders; New Borrowers and Borrowing Base Guarantors. 

1. Effective as of the Amendment No. 5 Effective Date, each New Lender: 

(a) confirms that it has received a copy of this Amendment, the Amended Credit Agreement and the other Loan Documents, together with copies
of such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; 

(b) agrees that it will, independently and without reliance upon any Agent or any other Lender and based on such documents and information as
it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking any action under the Amended Credit Agreement; 

(c) appoints and authorizes each Agent to take such action as agent on its behalf and to exercise such powers under the Amended Credit
Agreement and the other Loan Documents as are delegated to such Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and 

  
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 (d) agrees that it will perform in accordance with their terms all of the obligations which
by the terms of the Amended Credit Agreement are required to be performed by it as a Lender. 
 2. Each New Lender acknowledges and agrees
that, on and as of the Amendment No. 5 Effective Date, such New Lender shall be a “Lender” (as defined in the Amended Credit Agreement) under, and for all purposes of, the Amended Credit Agreement and the other Loan Documents, shall
perform all the obligations of and shall have all rights of a Lender thereunder, and shall have a Commitment in an amount (the “New Lender Commitment Amount”) set forth opposite its name on the Commitment Annex. It is acknowledged
and agreed that the Commitment Increase effected pursuant to this Amendment shall not reduce the amount by which the Borrowers may further increase the Commitments in accordance with the terms and conditions of Section 2.09 of the Amended
Credit Agreement. The Agents, the Swingline Lenders, the Issuing Banks, and each other Lender, by their execution and delivery of this Amendment and in reliance upon the representations and warranties required to be made under this Amendment on the
date hereof and on the Amendment No. 5 Effective Date, consents to each New Lender becoming a “Lender” on the Amendment No. 5 Effective Date under, and for all purposes of, the Amended Credit Agreement and the other Loan
Documents. 
 3. By its execution of this Amendment, each New Lender represents and warrants that it meets (or as of the Amendment
No. 5 Effective Date, will meet) all of the requirements to be an assignee under Section 9.04 of the Amended Credit Agreement (subject to such consents, if any, as may be required thereunder). 

4. Each New Lender represents that it has delivered herewith to the Borrower Representative and the Administrative Agent such forms,
certificates or other evidence with respect to income tax withholding matters as such New Lender may be required to deliver to the Borrower Representative and the Administrative Agent pursuant to Section 2.17 of the Amended Credit Agreement.

 5. On and as of the Amendment No. 5 Effective Date, the “Commitments” (as defined in the Credit Agreement) under the
Credit Agreement shall be adjusted as necessary such that, on and as of the Amendment No. 5 Effective Date, the Commitments under the Amended Credit Agreement shall be as set forth on the Commitment Annex. 

6. The execution and delivery of this Amendment shall satisfy any notice requirements pursuant to the definition of Borrowing Base Guarantor
and Sections 5.13(e) and (f) of the Amended Credit Agreement in respect of the designation of DS Services of America, Inc. as a Borrower and of Aimia Foods Limited and Calypso Soft Drinks Limited as Borrowing Base Guarantors. 

  
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 III. Conditions Precedent to Effectiveness. This Amendment shall become effective as of the first date
(the “Amendment No. 5 Effective Date”) on which each of the following conditions precedent have been satisfied; provided that if the Amendment No. 5 Effective Date has not occurred on or prior to February 6,
2015, then this Amendment and the agreements set forth herein (including any new or increased Commitments set forth in this Amendment or the Commitment Annex) shall expire and be null and void and the Amendment No. 5 Effective Date shall be
deemed never to have occurred: 
 1. The Administrative Agent (or its counsel) shall have received (i) either (A) a counterpart of
this Amendment signed on behalf of each Borrower, each other Loan Party (including each member of the Water Group), the Agents, the Issuing Banks, the Swingline Lenders, and each Lender (including each New Lender) or (B) written evidence
satisfactory to the Administrative Agent (which may include facsimile or pdf transmission of a signed signature page of this Amendment) that such Person has signed a counterpart of this Amendment, and (ii) duly executed copies (or facsimile or
pdf copies) of the Intercreditor Agreement, in substantially the form attached hereto as Exhibit G, the Fourth Canadian Reaffirmation Agreement, the UK Reaffirmation Deed dated as of the Amendment No. 5 Effective Date, a Share Mortgage dated as
of the Amendment No. 5 Effective Date pledging the shares the Company owns in Cott Retail Brands Limited, the Fourth U.S. Reaffirmation Agreement and the letter in respect of the Disclosed Matters (2014). 

2. The Administrative Agent shall have received a completed and executed notice of borrowing pursuant to the terms of the Amended Credit
Agreement. 
 3. The Administrative Agent and the Collateral Agents shall have received written opinions of United States Loan Parties’
counsel, Canadian Loan Parties’ counsel, the Luxembourg Loan Party’s counsel and the Administrative Agent’s and UK Security Trustee’s UK counsel and Luxembourg counsel, each addressed to the Agents, the Issuing Banks, the
Swingline Lenders and the Lenders, in each case in form and substance acceptable to the Administrative Agent. 
 4. The Administrative Agent
and the Collateral Agents shall have received copies of (i) the most recent financial statements, projections and reports required to be delivered pursuant to Section 5.01 of the Credit Agreement, (ii) audited consolidated balance
sheets and related statements of operations, equity and cash flows of the Water Group and their consolidated subsidiaries for the three most recently completed fiscal years ended at least 90 days prior to the Amendment No. 5 Effective Date and
(iii) unaudited consolidated balance sheets and related statements of operations and cash flows of the Water Group and their consolidated subsidiaries for any subsequent interim financial period ended at least 45 days prior to the Amendment
No. 5 Effective Date (including for the fiscal quarter ended September 30, 2014), and for the comparable period of the prior fiscal year, in each case in accordance with GAAP. 

5. The Administrative Agent shall have received a pro forma consolidated balance sheet and a related pro forma consolidated statement of
income of the Company and its consolidated subsidiaries as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days before the Amendment No. 5 Effective Date, or,
if the most recently completed fiscal period is the end of a fiscal year, 

  
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 ended at least 90 days before the Amendment No. 5 Effective Date, prepared after giving effect to the
Water Transactions as if the Water Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other statement of income), which reflect adjustments applied in accordance with
Regulation S-X of the Securities Act of 1933, as amended. 
 6. The Administrative Agent shall have received (i) a certificate of each
Loan Party, dated the Amendment No. 5 Effective Date and executed by its Secretary, Assistant Secretary or Director, which shall (A) certify the resolutions of its Board of Directors, members or other body authorizing the execution,
delivery and performance of this Amendment and the other Loan Documents to which it is a party, (B) identify by name and title and bear the signatures of the Financial Officers, as applicable, and any other officers of such Loan Party
authorized to sign this Amendment and the Loan Documents to which it is a party, and (C) to the extent not previously delivered to the Administrative Agent attached to a similar certificate, contain appropriate attachments, including the
certificate or articles of incorporation, articles of association or organization of each Loan Party, together with all amendments thereto except in the case where consolidated articles of association are provided, certified by the relevant
authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws, memorandum and articles of association or operating, management or partnership agreement (or other equivalent organizational documents),
together with all amendments thereto, and (ii) a short form or long form certificate of good standing, status or compliance (or confirmation (including through a legal opinion) that telephonic and online searches have been conducted at the
English Central Index of Winding Up Petitions and UK Companies House respectively on the Amendment No. 5 Effective Date with respect to the Loan Parties organized under the laws of England and Wales), as applicable, together with any bring-down
certificates, confirmations or facsimiles, if any, for each Loan Party from its jurisdiction of organization, each dated a recent date on or prior to the Amendment No. 5 Effective Date. 

7. Since December 31, 2013, there shall not have occurred any event, change, effect, development, state of facts, condition, circumstance
or occurrence that, individually or in the aggregate, has had or could reasonably be expected to have a Company Material Adverse Effect. “Company Material Adverse Effect” means any change, effect, event, occurrence, condition, state
of facts or development that is or would reasonably be expected to be materially adverse to (a) the business, results of operation or condition (financial or otherwise) of the Water Group and their respective Subsidiaries, taken as a whole, or
(b) the ability of the Water Group to consummate timely the Merger (as defined in the Water Merger Agreement) and the other transactions contemplated by the Water Merger Agreement; provided, however, that, for purposes of the
foregoing clause (a) only, Company Material Adverse Effect shall not include, alone or in any combination, any adverse change, effect, event, occurrence, condition, state of facts or development relating to or resulting from (i) the
economy in general, the industry in which any member of the Water Group or any of their respective Subsidiaries operates, or any worldwide, national or local conditions or general circumstances (political, economic, financial, regulatory or
otherwise), (ii) natural disasters, force majeure, an outbreak or escalation of hostilities or the declaration of a state of emergency or war, or the occurrence of any other similar calamity or crisis (including any act of terrorism),
(iii) changes in Laws (as defined in the Water Merger Agreement) after the date hereof, (iv) changes in GAAP or its authoritative application after the date hereof, (v) the announcement or existence of the Water 

  
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 Merger Agreement or the Merger (as defined therein) or the other transactions contemplated thereby
(provided, that the exception in this clause (v) shall not be deemed to apply to the representations and warranties set forth in Section 4.3(d) of the Water Merger Agreement, and, to the extent related thereto, the condition set
forth in Section 9.2(b) of the Water Merger Agreement), or (vi) actions or omissions of any member of the Water Group or any of their respective Subsidiaries taken with the prior written consent of the Company or Merger Sub (as defined in
the Merger Agreement), except to the extent, with respect to clauses (i), (ii), (iii) and (iv) above, that any such change, effect, event, occurrence, condition, state of facts or development disproportionately affects any member of the
Water Group and/or their respective Subsidiaries relative to other participants in the industries in which the Water Group and their Subsidiaries participate. The Definition of “Company Material Adverse Effect” shall be construed in
accordance with Delaware Law (without giving effect to any conflicts of Laws principles). 
 8. Notwithstanding anything in this Amendment,
the Amended Credit Agreement or in any other Loan Document to the contrary, the only representations and warranties in the Loan Documents the accuracy of which shall be a condition to funding the Loans and issuing the Letters of Credit requested to
be funded or issued on the Amendment No. 5 Effective Date shall be limited to the Specified Merger Agreement Representations, the Specified Representations and the representation and warranty set forth in clause 7 above. The term
“Specified Merger Agreement Representations” means such of the representations in the Water Merger Agreement as are material to the interests of the Lenders, but only to the extent that the Company (or any of its affiliates) has the
right to terminate its obligations under the Water Merger Agreement or to decline to consummate the acquisition described therein as a result of a breach of such representations in the Water Merger Agreement. The term “Specified
Representations” means the representations and warranties of the Loan Parties in Sections 3.01, 3.02, 3.03, 3.04(b) (other than with respect to the Water Group), 3.08, 3.13, 3.16 (except as provided in clause 14 below), 3.19, 3.20, 3.21 and
3.23 of the Amended Credit Agreement. 
 9. The Administrative Agent shall have received a certificate, signed by the chief financial
officer or treasurer of the Borrower Representative on behalf of each Borrower, on the Amendment No. 5 Effective Date certifying, as of the Amendment No. 5 Effective Date, after giving effect to this Amendment and the Water Transactions,
that: (i) no Default has occurred and is continuing under any Loan Document, and no default or event of default shall have occurred and be continuing under any of the 2014 Notes Documents, the Cott Unsecured Notes Documents, the Water Secured
Notes Documents, or the Water Preferred Shares Documents, (ii) the representations and warranties contained in the Loan Documents, in Section IV of this Amendment, and in clause 7 of Section III of this Amendment, in each case are true and
correct in all material respects as of such date (or, if such representations and warranties are as of a prior date, were true and correct as of such prior date), (iii) the conditions precedent in clauses 16 through 21 and clause 24 shall have
been satisfied as of such date. 
 10. The Administrative Agent shall have received a solvency certificate, in form and substance
satisfactory to the Administrative Agent, from a Financial Officer. 
 11. Each Collateral Agent shall have received an updated Aggregate
Borrowing Base Certificate and Borrowing Base Certificates that includes the assets of the Water Group as of October 25, 2014, and such Aggregate Borrowing Base Certificate and Borrowing Base Certificates shall be substantially in the forms
attached hereto as Exhibit B-1 and B-2. 

  
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 12. The Administrative Agent shall have received a Joinder Agreement, the documents required
under clause 6 above, opinions of counsel (which may be included in the opinions provided under clause 2 above), and documents with respect to such person to the extent required under clause 14 below, in each case for DS Services of America, Inc., a
Delaware corporation, DS Services Holdings, Inc., a Delaware corporation, Crystal Springs of Alabama Holdings, LLC, a Delaware limited liability company, and DSS Group, Inc., a Delaware corporation. 

13. The Administrative Agent shall have received the results of recent lien searches for each member of the Water Group on or prior to the
Amendment No. 5 Effective Date, in each of the jurisdictions reasonably requested by the Administrative Agent. 
 14. In addition to
the requirements under clause 1 above with respect to each Loan Party, each member of the Water Group shall grant Liens on the Amendment No. 5 Effective Date in the manner and to the extent that such entity would have been required to do so if
it had been a Subsidiary of the Company as of the Effective Date and all documents and instruments required to create and perfect the Administrative Collateral Agent’s security interests in the Collateral shall have been executed and delivered
to the Administrative Agent and, if applicable, be in proper form for filing (it being understood that, to the extent any security interest in any Collateral is not or cannot be provided or perfected on the Amendment No. 5 Effective Date (other
than the pledge and perfection of security interests in Equity Interests of the Water Group and its material, wholly owned Subsidiaries (to the extent required under the terms of the Loan Documents) and assets with respect to which a Lien may be
perfected by the filing of a UCC-1 financing statement under the UCC; provided that stock certificates of the Water Group and their Subsidiaries will only be required to be delivered on the Amendment No. 5 Effective Date to the extent
received from the Company) after the Company’s use of commercially reasonable efforts to do so or without undue burden or expense, then the provision or perfection of a security interest in such Collateral shall not constitute a condition
precedent, but instead shall be required to be delivered within 90 days after the Amendment No. 5 Effective Date (or such later date as may be agreed to by the Administrative Agent in its sole discretion)). 

15.(i) All obligations under (x) the Asset-Based Revolving Credit Agreement, dated as of August 30, 2013, among DS Waters
Enterprises, Inc., Crestview DS Merger Sub II, Inc., the lenders party thereto, and BMO Harris Bank N.A., as Administrative Agent, and each of the “Loan Documents” as defined therein; provided that any letters of credit issued thereunder
may remain outstanding so long as the same have been cash collateralized or are subject to back-to-back letter of credit arrangements reasonably satisfactory to the Administrative Agent, and (y) the First Lien Credit Agreement, dated as of
August 30, 2013, among DS Waters Enterprises, Inc., Crestview DS Merger Sub II, Inc., the lenders party thereto, and Barclays Bank PLC, as Administrative Agent, and each of the “Loan Documents” as defined therein, in the case of
clauses (x) and (y), shall have been repaid in full and all liens granted thereunder, if any, shall have been terminated and released, and (ii) the Administrative Agent shall have received payoff letters and release documents for the
documents described in clause (i) above, each duly executed and delivered by the applicable agents and/or lenders thereunder, as applicable, and any other necessary parties thereto, or other evidence of such termination and release, in each
case in form and substance reasonably satisfactory to the Administrative Agent. 

  
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 16. The Water Acquisition shall be consummated simultaneously or substantially concurrently
with the closing of this Amendment in accordance with the terms of the Water Merger Agreement, without giving effect to any modifications, amendments, consents or waivers thereto or thereunder that are materially adverse to the Lenders without the
prior written consent of the Required Lenders (which approval shall not be unreasonably withheld, conditioned or delayed) and, substantially simultaneously with the Amendment No. 5 Effective Date, the Certificate of Merger evidencing the
consummation of the Water Acquisition shall have been filed with the Delaware Secretary of State. 
 17. DS Services of America, Inc. shall
have received the consent of the noteholders of the Water Secured Notes solicited pursuant to that certain Consent Solicitation Statement, dated November 13, 2014, as amended by that certain Amendment No. 1 to the Consent Solicitation
Statement dated November 25, 2014, that certain Amendment No. 2 to the Consent Solicitation Statement dated December 1, 2014 and that certain Amendment No. 3 to the Consent Solicitation dated December 2, 2014 (the
“Consent Solicitation Documents”), and such consents shall not have been validly revoked. The Second Supplemental Indenture, dated December 2, 2014, among DS Services of America, Inc., the guarantors party thereto and
Wilmington Trust, National Association, as trustee and collateral agent (the “Second Supplemental Indenture”), will be operative and the Intercreditor Agreement and the Amended and Restated Collateral Agreement (Second Lien) related
thereto, will be executed and operative on the Amendment No. 5 Effective Date, and in each case shall be on terms and conditions reasonably satisfactory to the Administrative Agent (provided that the forms of Amended and Restated Collateral
Agreement (Second Lien) attached to the Second Supplemental Indenture and the form of the Intercreditor Agreement attached hereto as Exhibit G are, in each case, reasonably acceptable to the Administrative Agent). 

18. The Cott Unsecured Notes shall have been issued pursuant to the Cott Unsecured Notes Documents, Cott Beverages shall have received
$625,000,000 of gross cash proceeds from the issuance of the Cott Unsecured Notes, and all Cott Unsecured Notes Documents shall be on terms and conditions reasonably satisfactory to the Administrative Agent (provided that the terms of such notes set
forth in the Confidential Offering Memorandum dated December 4, 2014 are reasonably acceptable to the Administrative Agent). 
 19. The
Water Preferred Shares shall have been issued to the Former Company Securityholders (as defined in the Water Merger Agreement) and all Water Preferred Shares Documents shall be on terms and conditions reasonably satisfactory to the Administrative
Agent (provided that the forms of the preferred shares attached as exhibits F-1 and F-2 to the Water Merger Agreement are reasonably acceptable to the Administrative Agent). 

20. On the Amendment No. 5 Effective Date, the Water Acquisition, the Water Secured Notes Documents and all Liens securing the
obligations thereunder, the Cott Unsecured Notes Documents, the Water Preferred Shares Documents, the Amended Credit Agreement and the amendments contemplated by this Amendment, in each case shall be permitted pursuant to the terms of the 2014 Notes
Documents. 

  
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 21. The Administrative Agent shall have received true, correct and complete copies of the
Water Merger Agreement, the Consent Solicitation Documents, the Water Secured Notes Documents, the Cott Unsecured Notes Documents, the Water Preferred Shares Documents, and all agreements executed in connection therewith together with a certificate
of an authorized officer of the Company certifying as to the accuracy and completeness of such documents, and such documents may be made available to each Lender requesting a copy of the same. 

22. The Administrative Agent and each Lender shall have received, at least 3 Business Days prior to the Amendment No. 5 Effective Date,
all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act (in each case to the extent
requested of the Borrower Representative at least 5 Business Days prior to the Amendment No. 5 Effective Date). 
 23. The Lenders, the
Collateral Agents and the Administrative Agent shall have received all fees required to be paid, including pursuant to Section VII hereof, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal
counsel), on or before the Amendment No. 5 Effective Date, including all fees required to be paid pursuant to the Fee Letters. 
 24.
At the time of and immediately after giving effect to this Amendment, the Borrowings under the Amended Credit Agreement, and the Water Transactions, in each case on the Amendment No. 5 Effective Date, Aggregate Availability shall not be less
than $100,000,000. 
 25. The Administrative Agent shall have received insurance certificates complying with the terms of the Amended Credit
Agreement and the other Loan Documents (including with respect to the Water Group), naming the Administrative Agent or the Administrative Collateral Agent as additional insured, loss payee or lender loss payable, as the case may be, under all
insurance policies maintained by each Loan Party; provided that, in the case of the Water Group, if the Borrowers are unable, after using commercially reasonable efforts, to deliver the foregoing, the Borrowers may instead deliver such documents
within five Business Days after the Amendment No. 5 Effective Date (or such later date as may be agreed to by the Administrative Agent). 

26. The Administrative Agent shall have received, in each case in form and substance satisfactory to the Administrative Agent, with respect to
each real property listed on Schedule 1.01(g)(1) (each an “Additional Mortgaged Property”), (a) an appraisal report, (b) an environmental assessment report and Phase I study, in each case which does not indicate any
material Environmental Liability or material non-compliance with Environmental Law, (c) a fully executed and notarized Mortgage in recordable form, (d) an opinion of counsel in the state in which such real property is located from counsel
reasonably satisfactory to the Administrative Agent, (e) an ALTA or other mortgagee’s title policy with endorsements and in amounts acceptable to the Administrative Agent insuring the first-priority Lien of the Administrative Collateral
Agent, for the benefit of the Secured Parties, subject only to Permitted Encumbrances, and (f) a flood certificate, and if any such Additional Mortgaged Property is determined by the Administrative Agent to be in a flood zone, a flood
notification form signed by the Borrower Representative or the applicable Loan Party, and evidence that flood insurance is in place for all improvements and their contents. 

  
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 27. The Administrative Agent shall have received, in each case in form and substance
satisfactory to the Administrative Agent, with respect to each real property located in the United States and listed on Schedule 1.01(a) (each an “Existing Mortgaged Property”), (a) an appraisal report, (b) a fully
executed and notarized Mortgage in recordable form, which amends and restates the existing Mortgage in favor of the Administrative Collateral Agent with respect to such Existing Mortgaged Property, (c) an opinion of counsel in the state in
which such real property is located from counsel reasonably satisfactory to the Administrative Agent, (d) a date down/ALTA 11 modification endorsement to the title policy previously issued with respect to the existing Mortgage on such Existing
Mortgaged Property, and (e) a flood certificate, and if any such Existing Mortgaged Property is determined by the Administrative Agent to be in a flood zone, a flood notification form signed by the Borrower Representative or the applicable Loan
Party, and evidence that reasonable flood insurance is in place for improvements on Existing Mortgaged Property located in a flood zone, in form and substance satisfactory to the Administrative Agent. 

IV. Representations and Warranties of the Loan Parties. To induce the other parties hereto to enter into this Amendment, each Loan Party represents and
warrants to each Lender and each Agent as of the date hereof as follows: 
 1. Each Loan Party has the legal power and authority to execute
and deliver this Amendment and the officers of each Loan Party executing this Amendment have been duly authorized to execute and deliver the same and bind such Loan Party with respect to the provisions hereof. 

2. This Amendment has been duly executed and delivered by each Loan Party that is a party hereto. 

3. This Amendment and the Amended Credit Agreement each constitutes the legal, valid and binding obligations of each Loan Party, enforceable
against such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of
whether considered in a proceeding in equity or at law. 
 4. The execution and delivery by each Loan Party of this Amendment, the
performance by each Loan Party of its obligations under this Amendment, the Amended Credit Agreement and under the other Loan Documents to which it is a party and the consummation of the transactions contemplated by this Amendment, the Amended
Credit Agreement and the other Loan Documents: (i) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and
effect, (ii) will not violate any Requirement of Law or conflict with any Certificate of Incorporation, By-Laws, or other organizational or governing documents (including, without limitation, the Memorandum and Articles of Association), in each
case applicable to any Loan Party or any of its Subsidiaries, (iii) will not violate or result in a default under any indenture or other agreement governing Indebtedness or any other material agreement or other instrument binding upon any Loan
Party or any of its Restricted Subsidiaries, or give 

  
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 rise to a right thereunder to require any payment to be made by any Loan Party or any of its Restricted
Subsidiaries and (iv) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any of its Restricted Subsidiaries, except Liens created pursuant to the Loan Documents. 

5. Each Borrower and each other Loan Party hereby reaffirms all covenants and the representations and warranties contained in the Loan
Documents, in this Section IV, and in clause 7 of Section III of this Amendment, and agrees and confirms that all such representations and warranties are true and correct in all material respects on and as of the date of this Amendment as though
made on and as of such date, except for any representation and warranty made as of an earlier date, which representation and warranty remains true and correct in all material respects as of such earlier date. 

V. Post-Closing Covenants. 
 1. The
Company shall promptly deliver to the Administrative Agent on the Amendment No. 5 Effective Date a copy of the Certificate of Merger for the Water Acquisition certified by the Delaware Secretary of State. 

2.(a) Within 90 days after the Amendment No. 5 Effective Date (or such later date as may be agreed to by the Administrative Agent in its
sole discretion), the Company and its Subsidiaries shall deliver to the Administrative Agent the documents and instruments otherwise required to be delivered under Section III.14 hereof, and updated short-form Intellectual Property security
agreements or similar Collateral Documents for the applicable Loan Parties covering all Intellectual Property applications and registrations issued or pending in Canada, the United Kingdom and the United States in proper form for filing with the
applicable governmental offices or agencies in Canada, the United Kingdom and the United States, in each case subject to the Permitted Perfection Limitations and the terms of the applicable Loan Documents, and (b) within 5 Business Days after
the Amendment No. 5 Effective Date (or such later date as may be agreed to by the Administrative Agent in its sole discretion), the Company and its Subsidiaries shall deliver to the Administrative Agent the documents otherwise required to be
delivered under Section III.25 hereof. 
 3. Notwithstanding anything to the contrary in the Amended Credit Agreement or any other Loan
Document, no later than 90 days following the Amendment No. 5 Effective Date (or such later date as may be agreed to by the Administrative Agent in its sole discretion), the Loan Parties shall cause each Restricted Subsidiary acquired pursuant
to such acquisition to transition all deposit accounts owned by such Restricted Subsidiaries to Chase or any other financial institution provided that Chase or such other financial institutions have delivered deposit account control agreements or
similar agreements, in each case satisfactory to the Administrative Collateral Agent, to the extent required under the relevant Security Agreement. 

4. Notwithstanding anything to the contrary in the Amended Credit Agreement or in any other Loan Document, no later than 30 days following the
Amendment No. 5 Effective Date (or such later date as may be agreed to by the Administrative Agent in its sole discretion), the Administrative Agent shall have received endorsements (in form and substance reasonably satisfactory to the
Administrative Agent) naming the Administrative Agent or the Administrative Collateral Agent as additional insured, loss payee or lender loss payable, as the case may be, under all insurance policies maintained by each Loan Party. 

  
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 5. Notwithstanding anything to the contrary in the Amended Credit Agreement or any other Loan
Document, no later than 90 days following the Amendment No. 5 Effective Date, the Loan Parties shall have (i) commenced appraisals of Inventory of the Water Group from one or more appraisers selected and engaged by the Administrative
Agent, and prepared on a basis satisfactory to the Administrative Agent and the Administrative Collateral Agent, such appraisals to include, without limitation, information required by applicable law and regulations, with such appraisals being at
the sole cost and expense of the Loan Parties, and (ii) provided access to the properties, books, records and employees of the Water Group to conduct, and shall have commenced, field examinations, to ensure the adequacy of assets that will
constitute Borrowing Base Collateral and related reporting and control systems, with such field examinations being at the sole cost and expense of the Loan Parties and subject to the satisfaction of the Administrative Agent and the Administrative
Collateral Agent. Notwithstanding anything to the contrary in the Amended Credit Agreement or any other Loan Document, the appraisals and field examinations described in the immediately preceding sentence shall be completed and shall be in form and
substance reasonably satisfactory to the Administrative Agent and the Administrative Collateral Agent no later than April 30, 2015 or such later date as the Administrative Agent agrees in its sole discretion, but in any event not to exceed 180
days after the Amendment No. 5 Effective Date unless the Required Lenders agree in their sole discretion; provided, however, that a Lender shall be deemed to have consented to an extension under this clause 5 if such Lender shall not object to
such extension in a written notice delivered to the Borrower Representative and the Administrative Agent prior to 5:00 p.m. (New York City time) on the 10th day immediately following the date that
a request to extend the time period for taking the actions and delivering the documents described in this clause 5 has been posted to all of the Lenders on Intralinks. 

6. Within 60 days after the Amendment No. 5 Effective Date (or such later date as may be agreed to by the Administrative Agent in its
sole discretion), the Company and its Subsidiaries shall deliver to the Administrative Agent (a) recorded or file-stamped copies of (or evidence of the filing of) mortgage releases, intellecutal property security agreement terminations and
UCC-3 amendments, in each case to clean-up the record with respect to mortgages, intellectual property security agreements and UCC-1 financing statements previously filed to secure and evidence liens in respect of legacy financings (other than the
financings described in Section III.15) that have been repaid in full and for which the Company or its Subsidiaries have received an executed payoff and release letter, but for which mortgage releases, intellecutal property security agreement
terminations and UCC-3 financing statements, as applicable, have not been properly filed prior to the Amendment No. 5 Effective Date and (b) possessory collateral together with applicable instruments of transfer executed in blank for all
Equity Interests in Cott Retail Brands Limited owned by the Company, and one or more endorsements executed in blank for the Second Amended and Restated Intercompany Subordinated Demand Promissory Note. 

7. The Administrative Agent shall have received, no later than 90 days following the Amendment No. 5 Effective Date (or such later date
as may be agreed to by the Administrative Agent in its sole discretion), with respect to each Additional Mortgaged Property, 

  
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 an ALTA survey for which all fees have been paid and which is certified to Administrative Agent and the
issuer of the title insurance policy with respect to such Additional Mortgaged Property in a manner satisfactory to the Administrative Agent by a land surveyor duly registered and licensed in the state in which such Additional Mortgaged Property is
located and acceptable to the Administrative Agent, and depicting all buildings and other improvements located on such Additional Mortgaged Property, any offsite improvements, the location of any easements, parking spaces, rights of way, building
setback lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects, other than encroachments and other defects acceptable to the Administrative Agent, and otherwise
in form and substance acceptable to the Administrative Agent. 
 8. The Administrative Agent shall have received, no later than 90 days
following the Amendment No. 5 Effective Date (or such later date as the Administrative Agent may agree in its sole discretion, or as may be automatically extended pursuant to the terms of the last paragraph of this clause 8 (the
“Supplemental Property Documentation Delivery Date”)) with respect to each real property listed on Schedule 1.01(g)(2) (each a “Water Mortgaged Property”), the following, each in form and substance acceptable to the
Administrative Agent: 
 (a) an appraisal report in form and substance reasonably satisfactory to all Lenders; 

(b) an environmental assessment report and Phase I study (and, if requested by the Administrative Agent, any Collateral Agent or any Lender,
a Phase II study), in each case reasonably satisfactory to all Lenders, it being understood that, solely for the purpose of this clause (b), such report and study shall be reasonably satisfactory if it does not indicate any material Environmental
Liability or any material non-compliance with Environmental Law; 
 (c) a fully executed and notarized Mortgage in recordable form; 

(d) an opinion of counsel in the state in which such real property is located from counsel reasonably satisfactory to the Administrative
Agent; 
 (e) an ALTA or other mortgagee’s title policy with endorsements and in amounts acceptable to the Administrative Agent
insuring the first priority lien of the Administrative Collateral Agent, for the benefit of the Secured Parties, subject only to Permitted Encumbrances; 

(f) a flood certificate, and if any such Water Mortgaged Property is determined by the Administrative Agent to be in a flood zone, and a
flood notification form signed by the Borrower Representative or the applicable Loan Party, in each case in form and substance reasonably satisfactory to the Lenders; 

(g) evidence that reasonable flood insurance is in place for improvements on Water Mortgaged Property located in a flood zone, in form and
substance reasonably satisfactory to the Lenders; 
 (h) an ALTA survey for which all fees have been paid and which is certified to the
Administrative Agent and the issuer of the title insurance policy with respect to 

  
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 such Water Mortgaged Property in a manner satisfactory to the Administrative Agent by a land surveyor duly
registered and licensed in the state in which such Water Mortgaged Property is located and acceptable to the Administrative Agent, and depicting all buildings and other improvements located on such Water Mortgaged Property, any offsite improvements,
the location of any easements, parking spaces, rights of way, building setback lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects, other than encroachments
and other defects acceptable to the Administrative Agent, and otherwise in form and substance acceptable to the Administrative Agent; provided that the ALTA surveys delivered to the Administrative Agent for certain Water Mortgaged Properties prior
to the Amendment No. 5 Effective Date, together with an “Affidavit of No Change” executed by the applicable Loan Party with respect to such Water Mortgaged Properties shall be reasonably acceptable to the Administrative Agent for the
purposes of satisfying the requirements under this clause (h) if the same are in form and substance reasonably acceptable to the title company for purposes of deleting the general survey exceptions and providing a “same as survey”
endorsement with respect to the title policy for such Water Mortgaged Properties; 
 (i) a subordination agreement executed by the Water
Secured Notes Collateral Agent, in form and substance acceptable to Administrative Agent and to the title company issuing the title policy with respect to such Water Mortgaged Property for purposes of subordinating the Water Secured Notes Collateral
Agent’s Lien granted under the Water Secured Notes Documents to the Lien granted in favor of the Administrative Collateral Agent under the Mortgage in respect of such Water Mortgaged Property; and 

(j) a UCC financing statement amendment terminating any prior lien of record set forth in any UCC financing statement in favor of the Water
Secured Notes Collateral Agent with respect to such Water Mortgaged Property. 
 Notwithstanding anything in this clause 8 to the contrary, each Lender
shall be deemed to have consented to the designation by the Company of any Water Mortgaged Property satisfying all of the requirements of this clause 8 as Eligible Supplemental Real Property and the inclusion of such real property in the Borrowing
Base in accordance with the terms of the Amended Credit Agreement if such Lender shall not object to such designation and inclusion in a written notice delivered to the Borrower Representative and the Administrative Agent prior to 5:00 p.m. (New
York City time) on the 15th Business Day immediately following the date that the last set of documents described in clauses (a), (b) and (f) of this clause 8 for such Water
Mortgaged Property has been posted to all of the Lenders on Intralinks, subject to the satisfaction of all of the other requirements of this clause 8. Any such notice shall state with specificity (I) the basis for which the objection is made
(and such basis shall be directly linked to an issue or deficiency in the documents described in clauses (a), (b) and (f) of this clause 8), (II) any supplemental information required to address or cure such issue or deficiency, and (III)
all actions with respect to such issues or deficiencies required by such Lender to cure such deficiency. For each Water Mortgaged Property, any Lender that does not object as described above within the time period described above shall be deemed to
have provided consent, for all purposes under the Loan Documents, to the designation by the Company of any Water Mortgaged Property as Eligible Supplemental Real Property and the inclusion of such real property in the Borrowing Base in accordance
with the terms of the Amended Credit Agreement, subject to the satisfaction of all of 

  
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 the other requirements of this clause 8. Following any duly delivered objection with respect to any Water
Mortgaged Property by any Lender under this clause 8, if less than 30 days remain to satisfy the requirements under this clause 8 for such Water Mortgaged Property, such period shall automatically be extended to provide the Loan Parties with 30 days
to address such objection (or such later date as the Administrative Agent may agree in its sole discretion). If, after the Loan Parties address all issues and deficiencies identified in any such objection delivered in accordance with the terms of
this clause 8 with respect to such Water Mortgaged Property, each objecting Lender provides a written notice to the Administrative Agent and the Borrower Representative prior to the expiration of the time for providing the documents required under
this clause 8, stating that such Lender is satisfied with the documents described in clauses (a), (b) and (f) of this clause 8 as supplemented by the information provided and actions taken pursuant to such Lender’s objection, then all
Lenders shall be deemed to have consented to the designation by the Company of such Water Mortgaged Property as Eligible Supplemental Real Property and the inclusion of such real property in the Borrowing Base in accordance with the terms of the
Amended Credit Agreement, subject to the satisfaction of all of the other requirements of this clause 8. If the objecting Lender fails to provide any notice pursuant to the immediately preceding sentence of this clause 8 within 10 Business Days of
the date such supplemental materials are posted on Intralinks or if such Lender shall fail to provide the basis for any continued objection within such 10 Business Day period, such Lender shall be deemed to have consented to the inclusion of the
applicable Water Mortgaged Property as Eligible Supplemental Real Property and the inclusion of such real property in the Borrowing Base in accordance with the terms of the Amended Credit Agreement, subject to the satisfaction of all of the other
requirements of this clause 8. If the Loan Parties have not satisfied the requirements of this clause 8 for any Water Mortgaged Property by the end of the time period permitted under this clause 8, then such Water Mortgaged Property shall cease to
constitute Water Mortgaged Property, shall not be eligible for designation as Eligible Supplemental Real Property, and shall not be included in the PP&E Component or the Borrowing Base unless otherwise agreed by the applicable parties pursuant
to an amendment to the Amended Credit Agreement in accordance with the terms thereof. Any parcel of Water Mortgaged Property that satisfies all of the requirements of this Section V clause 8 and that has been designated as Eligible Supplemental Real
Property in accordance with the terms of the Amended Credit Agreement shall be included in the PP&E Component and the applicable Borrowing Base to the extent permitted and in accordance with the terms of the Amended Credit Agreement, regardless
of whether other Water Mortgaged Property has satisfied the requirements of this clause 8 at such time, and such other Water Mortgaged Property may be eligible for designation as Eligible Supplemental Real Property at a later date, subject to the
satisfaction of all requirements of this clause 8 and the terms of the Amended Credit Agreement, in each case with respect to such other Water Mortgaged Property, so long as the Supplemental Real Property Amortization Trigger Date has not yet
occurred. If at any time prior to the Supplemental Real Property Amortization Trigger Date the Borrower Representative and any of the Administrative Agent or any Collateral Agent agree to remove any Additional Mortgaged Property from the Borrowing
Base and the Aggregate Borrowing Base for any reason, each Agent, each Lender and each Issuing Bank hereby agrees and consents to the release of the Lien granted under the Mortgage in respect of such Additional Mortgaged Property and the filing of
UCC-3 amendments to release any fixture filings in respect of such Mortgage so long as (1) on or before the date that any such release becomes effective, the Borrower Representative shall have delivered to the Administrative Agent an updated
Aggregate Borrowing Base Certificate and updated Borrowing Base Certificates 

  
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 reflecting the removal of such Additional Mortgaged Property from the Aggregate Borrowing Base, the
applicable Borrowing Base, and the PP&E Component, and such Additional Mortgaged Property shall cease to constitute Eligible Supplemental Real Property for all purposes under the Loan Documents and (2) immediately after giving effect to
such release, Aggregate Availability is at least the greater of (x) 15% of the Line Cap and (y) $50,000,000. 
 9. The
Administrative Agent shall have received, no later than 10 Business Days following the Supplemental Property Documentation Delivery Date with respect to each real property listed on Schedule 1.01(g)(2) for which the requirements set forth in clause
8 above have not been satisfied within the time period set forth in clause 8 (each a “Water Excluded Property”), the following, each in form and substance acceptable to the Administrative Agent, solely to the extent that there
exists a mortgage of record or UCC financing statement of record in favor of the Water Secured Notes Collateral Agent: 
 (a) a duly
executed and notarized mortgage release with respect to such Water Excluded Property, in a form recordable in the county in which such Water Excluded Property is located, releasing of record any mortgage, deed of trust or similar lien of record in
favor of the Water Secured Notes Collateral Agent with respect to the Water Secured Notes Documents; and 
 (b) a UCC financing statement
amendment terminating the lien of any UCC financing statement in favor of the Water Secured Notes Collateral Agent with respect to the Water Secured Notes Documents and such Water Excluded Property. 

10. Within 5 Business Days after the Amendment No. 5 Effective Date (or such later date as may be agreed to by the Administrative Agent
in its sole discretion), the Company and its Subsidiaries shall deliver to the Administrative Agent a copy of the Company’s amended and restated articles of amalgamation, certified by the appropriate filing office or offices in Canada. 

11. Within 45 days after the Amendment No. 5 Effective Date (or such later date as may be agreed to by the Administrative Agent in its
sole discretion), the Company and its Subsidiaries shall deliver to the Administrative Agent a copy of any mortgages filed in favor of the Water Secured Notes Collateral Agent that were not otherwise delivered to the Administrative Agent on or prior
to the Amendment No. 5 Effective Date. 
 VI. Reference to and Effect on the Credit Agreement. 

1. Upon the effectiveness of this Amendment pursuant to Section III above, on and after the date hereof, each reference in the Credit
Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Credit Agreement as modified hereby. 

2. Except as specifically amended or modified by this Amendment and the Reaffirmation Agreements, the Credit Agreement, the other Loan
Documents and all other documents, instruments and agreements executed and/or delivered in connection therewith, shall remain in full force and effect, and are hereby ratified and confirmed. 

  
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 3. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver
of any right, power or remedy of the Administrative Agent, any other Agent, the Issuing Banks, the Swingline Lenders, or the Lenders, nor constitute a waiver of any provision of the Credit Agreement, any other Loan Document, or any other documents,
instruments and agreements executed and/or delivered in connection therewith. 
 VII. Costs and Expenses. Each Borrower agrees to pay all reasonable
out-of-pocket expenses, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Co-Collateral Agent, incurred by any Agent and any of its Affiliates in connection with the preparation, arrangement,
execution and enforcement of this Amendment and all other instruments, agreements and other documents executed in connection herewith. To the extent invoiced on or before the Amendment No. 5 Effective Date, all costs and expenses in connection
with this Amendment are due on or prior to the Amendment No. 5 Effective Date. 
 VIII. Miscellaneous. 

1. Governing Law. EXCEPT AS OTHERWISE PROVIDED IN SECTION III.7 OF THIS AMENDMENT, THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, AND ANY DISPUTE BETWEEN ANY BORROWER AND ANY OTHER PARTY HERETO ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH, THIS AMENDMENT, THE CREDIT AGREEMENT, THE
AMENDED CREDIT AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING 5-1401 OF THE GENERAL OBLIGATION LAW OF THE
STATE OF NEW YORK BUT OTHERWISE WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS). 
 2. Waiver. To induce the Administrative
Agent, the other Agents, the Issuing Banks, the Swingline Lenders and the Lenders to enter into this Amendment, each Loan Party further acknowledges that it has no actual or potential defense, offset, claim, counterclaim or cause of action against
the Administrative Agent or any other Agent or Lender for any actions or events occurring on or before the date hereof, and each Loan Party hereby waives and releases any right to assert same. 

3. Headings. Section headings in this Amendment are included herein for convenience of reference only, are not part of this Amendment
and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment. 
 4. Terms Generally.
References in this Amendment, the Credit Agreement and the Amended Credit Agreement to the words “clause” and “paragraph” shall be construed to have the same meaning. 

5. Counterparts. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one
agreement, and any of the parties hereto may execute this Amendment by signing any such counterpart. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or by other electronic image 

  
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 scan transmission (i.e., “pdf” or “tif”) shall be effective as delivery of a manually
executed counterpart of this Amendment. The Administrative Agent may also require that any such documents and signatures delivered by facsimile or by other electronic image scan transmission be confirmed by a manually signed original thereof;
provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by facsimile or other electronic image scan transmission. 

6. No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Amendment, the Amended
Credit Agreement and the other Loan Documents. In the event an ambiguity or question of intent or interpretation arises, this Amendment, the Amended Credit Agreement and the other Loan Documents shall be construed as if drafted jointly by the
parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Amendment, the Amended Credit Agreement or any of the other Loan Documents. 

7. Amendment Constitutes Loan Document. This Amendment and each Reaffirmation Agreement shall constitute a “Loan Document”
for purposes of the Credit Agreement, the Amended Credit Agreement and the other Loan Documents. 
 8. Intercreditor Agreement;
Amendments to Security Agreements. Each Lender party hereto hereby consents to the terms of the Intercreditor Agreement and the amendments contained in the Fourth Canadian Reaffirmation Agreement and the Fourth U.S. Reaffirmation Agreement, and
authorizes and directs the Administrative Agent, the Administrative Collateral Agent and the UK Security Trustee to enter into the Intercreditor Agreement, the Fourth Canadian Reaffirmation Agreement and the Fourth U.S. Reaffirmation Agreement as of
the Amendment No. 5 Effective Date. 
 9. FATCA. For purposes of determining withholding Taxes imposed under FATCA, from and
after the Amendment No. 5 Effective Date, the Loan Parties and the Administrative Agent shall treat (and the Lenders hereby authorize the administrative agent to treat the Amended credit agreement as not qualifying as a “grandfathered
obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i). 
 [The remainder of this page is intentionally
blank.] 

  
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 IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above
written. 
  

			
	BORROWERS:
	
	 COTT CORPORATION CORPORATION

COTT

		
	By		 /s/ Jason Ausher

	Name:		Jason Ausher
	Title:		Treasurer
	
	COTT BEVERAGES INC.
		
	By		 /s/ Jason Ausher

	Name:		Jason Ausher
	Title:		Treasurer
	
	CLIFFSTAR LLC
		
	By		 /s/ Jason Ausher

	Name:		Jason Ausher
	Title:		Treasurer
	
	COTT BEVERAGES LIMITED
		
	By		 /s/ Gregory Leiter

	Name:		Gregory Leiter
	Title:		Director
	
	DS SERVICES OF AMERICA, INC.
		
	By		 /s/ Jason Ausher

	Name:		Jason Ausher
	Title:		Treasurer










 * * * CONFIDENTIAL * * * 

 


			
	OTHER LOAN PARTIES:
	
	156775 CANADA INC.
		
	By		 /s/ Jason Ausher

	Name:		Jason Ausher
	Title:		Treasurer
	
	967979 ONTARIO LIMITED
		
	By		 /s/ Jason Ausher

	Name:		Jason Ausher
	Title:		Treasurer
	
	804340 ONTARIO LIMITED
		
	By		 /s/ Jason Ausher

	Name:		Jason Ausher
	Title:		Treasurer
	
	2011438 ONTARIO LIMITED
		
	By		 /s/ Jason Ausher

	Name:		Jason Ausher
	Title:		Treasurer
	
	COTT RETAIL BRANDS LIMITED
		
	By		 /s/ Gregory Leiter

	Name:		Gregory Leiter
	Title:		Director










 * * * CONFIDENTIAL * * * 

 


			
	
	COTT LIMITED
		
	By		 /s/ Gregory Leiter

	Name:		Gregory Leiter
	Title:		Director
	
	COTT EUROPE TRADING LIMITED
		
	By		 /s/ Gregory Leiter

	Name:		Gregory Leiter
	Title:		Director
	
	COTT PRIVATE LABEL LIMITED
		
	By		 /s/ Gregory Leiter

	Name:		Gregory Leiter
	Title:		Director
	
	COTT NELSON (HOLDINGS) LIMITED
		
	By		 /s/ Gregory Leiter

	Name:		Gregory Leiter
	Title:		Director
	
	COTT (NELSON) LIMITED
		
	By		 /s/ Gregory Leiter

	Name:		Gregory Leiter
	Title:		Director
	
	COTT USA FINANCE LLC
		
	By		 /s/ Ceaser Gonzalez

	Name:		Ceaser Gonzalez
	Title:		President










 * * * CONFIDENTIAL * * * 

 


			
	COTT HOLDINGS INC.
		
	By		 /s/ Jason Ausher

	Name:		Jason Ausher
	Title:		Treasurer
	
	INTERIM BCB, LLC
		
	By		 /s/ Jason Ausher

	Name:		Jason Ausher
	Title:		Treasurer
	
	COTT VENDING INC.
		
	By		 /s/ Jason Ausher

	Name:		Jason Ausher
	Title:		Treasurer
	
	COTT INVESTMENT, L.L.C.
		
	By		 /s/ Jason Ausher

	Name:		Jason Ausher
	Title:		Treasurer
	
	COTT U.S. ACQUISITION LLC
		
	By		 /s/ Jason Ausher

	Name:		Jason Ausher
	Title:		Treasurer
	
	COTT ACQUISITION LLC
		
	By		 /s/ Jason Ausher

	Name:		Jason Ausher
	Title:		Treasurer










 * * * CONFIDENTIAL * * * 

 


			
	STAR REAL PROPERTY LLC
		
	By		 /s/ Jason Ausher

	Name:		Jason Ausher
	Title:		Treasurer
	
	CAROLINE LLC
		
	By		 /s/ Jason Ausher

	Name:		Jason Ausher
	Title:		Treasurer










 * * * CONFIDENTIAL * * * 

 


			
	COTT UK ACQUISITION LIMITED
		
	By		 /s/ Joanne Lloyd-Davies

	Name:		Joanne Lloyd-Davies
	Title:		Director
	
	COTT ACQUISITION LIMITED
		
	By		 /s/ Joanne Lloyd-Davies

	Name:		Joanne Lloyd-Davies
	Title:		Director










 * * * CONFIDENTIAL * * * 

 


			
	 COTT LUXEMBOURG S.A R.L. a company incorporated in Luxembourg,

with a share capital of USD 3,536,337.84,
 having its registered
office at
 595, rue de Neudorf, L-2220 Luxembourg,
 RCS
Luxembourg B 162397

		
	By		 /s/ Joanne Lloyd-Davies

	Name:		Joanne Lloyd-Davies
	Title:		Class A Manager










 * * * CONFIDENTIAL * * * 

 


			
	COTT DEVELOPMENTS LIMITED
		
	By		 /s/ Jason Ausher

	Name:		Jason Ausher
	Title:		Director
	
	COOKE BROS HOLDINGS LIMITED
		
	By		 /s/ Jason Ausher

	Name:		Jason Ausher
	Title:		Director
	
	COOKE BROS. (TATTENHALL)
	LIMITED
		
	By		 /s/ Jason Ausher

	Name:		Jason Ausher
	Title:		Director
	
	CALYPSO SOFT DRINKS LIMITED
		
	By		 /s/ Jason Ausher

	Name:		Jason Ausher
	Title:		Director
	
	TT CALCO LIMITED
		
	By		 /s/ Jason Ausher

	Name:		Jason Ausher
	Title:		Director
	
	MR FREEZE (EUROPE) LIMITED
		
	By		 /s/ Jason Ausher

	Name:		Jason Ausher
	Title:		Director










 * * * CONFIDENTIAL * * * 

 


			
	COTT VENTURES UK LIMITED
		
	By		 /s/ Jason Ausher

	Name:		Jason Ausher
	Title:		Director
	
	COTT VENTURES LIMITED
		
	By		 /s/ Jason Ausher

	Name:		Jason Ausher
	Title:		Director
	
	AIMIA FOODS HOLDINGS LIMITED
		
	By		 /s/ Joanne Lloyd-Davies

	Name:		Joanne Lloyd-Davies
	Title:		Director
	
	AIMIA FOODS LIMITED
		
	By		 /s/ Joanne Lloyd-Davies

	Name:		Joanne Lloyd-Davies
	Title:		Director
	
	AIMIA FOODS GROUP LIMITED
		
	By		 /s/ Joanne Lloyd-Davies

	Name:		Joanne Lloyd-Davies
	Title:		Director
	
	STOCKPACK LIMITED
		
	By		 /s/ Joanne Lloyd-Davies

	Name:		Joanne Lloyd-Davies
	Title:		Director










 * * * CONFIDENTIAL * * * 

 


			
	 AIMIA FOODS EBT COMPANY

LIMITED

		
	By		 /s/ Joanne Lloyd-Davies

	Name:		Joanne Lloyd-Davies
	Title:		Director
	
	DS SERVICES HOLDINGS, INC.
		
	By		 /s/ Jason Ausher

	Name:		Jason Ausher
	Title:		Treasurer
	
	 CRYSTAL SPRINGS OF ALABAMA

HOLDINGS, LLC

		
	By		 /s/ Jason Ausher

	Name:		Jason Ausher
	Title:		Treasurer
	
	DSS GROUP, INC.
		
	By		 /s/ Jason Ausher

	Name:		Jason Ausher
	Title:		Treasurer
	
	DELIVERY ACQUISITION, INC.
		
	By		 /s/ Jason Ausher

	Name:		Jason Ausher
	Title:		Treasurer










 * * * CONFIDENTIAL * * * 

 


			
	 JPMORGAN CHASE BANK, N.A.,

individually, as an Issuing Bank, as a
 Swingline Lender and as a
Lender

		
	By		 /s/ Lisa A. Morrison

	Name:		Lisa A. Morrison
	Title:		Authorized Officer
	
	JPMORGAN CHASE BANK, N.A., as Administrative Agent and as Administrative Collateral Agent
		
	By		 /s/ Lisa A. Morrison

	Name:		Lisa A. Morrison
	Title:		Authorized Officer
	
	 JPMORGAN CHASE BANK, N.A.,
 TORONTO
BRANCH, as an Issuing Bank,
 as a Swingline Lender and as a Lender

		
	By		 /s/ Agostino A. Marchetti

	Name:		Agostino A. Marchetti
	Title:		Authorized Officer
	
	 JPMORGAN CHASE BANK, N.A.,
 LONDON
BRANCH, as an Issuing Bank, as
 a Swingline Lender and as a Lender

		
	By		 /s/ Timothy I. Jacob

	Name:		Timothy I. Jacob
	Title:		Senior Vice President










 * * * CONFIDENTIAL * * * 

 


			
	 JPMORGAN CHASE BANK, N.A.,
 LONDON
BRANCH, as UK Security
 Trustee

		
	By		 /s/ Timothy I. Jacob

	Name:		Timothy I. Jacob
	Title:		Senior Vice President










 * * * CONFIDENTIAL * * * 

 


			
	 BANK OF AMERICA, N.A.,
 as
Documentation Agent and as a Lender

		
	By		 /s/ Andrew A. Doherty

	Name:		Andrew A. Doherty
	Title:		Senior Vice President
	
	 BANK OF AMERICA, N.A., CANADA

BRANCH, as a Lender

		
	By		 /s/ Sylwia Durkiewicz

	Name:		Sylwia Durkiewicz
	Title:		Vice President










 * * * CONFIDENTIAL * * * 

 


			
	 GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Collateral Agent

and as a Lender

		
	By		 /s/ Philip F. Carfora

	Name:		Philip F. Carfora
	Title:		Duly Authorized Signatory










 * * * CONFIDENTIAL * * * 

 


			
	 DEUTSCHE BANK AG NEW YORK

BRANCH, as a Lender

		
	By		 /s/ Michael Winters

	Name:		Michael Winters
	Title:		Vice President
		
	By		 /s/ Kirk L. Tashjian

	Name:		Kirk L. Tashjian
	Title:		Vice President










 * * * CONFIDENTIAL * * * 

 


			
	 WELLS FARGO CAPITAL FINANCE,
 LLC,
as a Lender

		
	By		 /s/ Mark Bradford

	Name:		Mark Bradford
	Title:		Authorized Signatory
	
	 WELLS FARGO CAPITAL FINANCE

CORPORATION CANADA, as a Lender

		
	By		 /s/ David G. Phillips

	Name:		David G. Phillips
	Title:		Senior Vice President
			Credit Officer, Canada
	
	 WELLS FARGO BANK, N.A.
 (LONDON
BRANCH), as a Lender

		
	By		 /s/ Steven Chait

	Name:		Steven Chait
	Title:		Authorized Signatory










 * * * CONFIDENTIAL * * * 

 


			
	PNC BANK, NATIONAL ASSOCIATION,
	as a Lender
		
	By		 /s/ Brian C. Jablon

	Name:		Brian C. Jablon
	Title:		Relationship Manager
	
	 PNC BANK, CANADA BRANCH,
 as a
Lender

		
	By		 /s/ James Bruce

	Name:		James Bruce
	Title:		Vice President










 * * * CONFIDENTIAL * * * 

 

 Annex I 

COMMITMENT SCHEDULE 
  

					
	 Lender
	  	Commitment	 
	 JPMorgan Chase Bank, N.A. and affiliates
	  	$	87,200,000.00	  
	 General Electric Capital Corporation
	  	$	87,200,000.00	  
	 Deutsche Bank AG New York Branch and affiliates
	  	$	72,000,000.00	  
	 Bank of America, N.A. and affiliates
	  	$	57,200,000.00	  
	 Wells Fargo Capital Finance, LLC, and affiliates
	  	$	57,200,000.00	  
	 PNC Bank, National Association and affiliates
	  	$	39,200,000.00	  
	 Total
	  	$	400,000,000.00	  









 * * * CONFIDENTIAL * * * 

 

 Schedule 1.01(c) 

Unrestricted Subsidiaries 
 Cott IP
Holdings Corp. 
 Cott NE Holdings Inc. 
 Northeast Finco Inc.

 Northeast Retailer Brands, LLC 








 * * * CONFIDENTIAL * * * 

 

 Schedule 1.01(g) 

Eligible Supplemental Real Property 

(1) 
  

					
	 Loan Party
	  	 Location / Address
	  	 Owned, Leased or
Occupied

	Cott Beverages Inc.	  	 499 E Mill Street,
 San Bernardino, CA
92408
	  	Owned
	Cott Beverages Inc.	  	 4238 Director Drive,
 San Antonio, TX
78219
	  	Owned
	Cott Beverages Inc.	  	 20 Alden Ave,
 Concordville, PA 19331
	  	Owned

 (2) 
  

					
	 Loan Party
	  	 Location / Address
	  	 Owned, Leased or
Occupied

	DS Services of America, Inc.	  	 2 Sterling Street,
 Irvine, CA 92618
	  	Owned
	DS Services of America, Inc.	  	 4548 Azusa Canyon Road,
 Irwindale, CA
91706
	  	Owned
	DS Services of America, Inc.	  	 4500 York Blvd,
 Los Angeles, CA 90041
	  	Owned
	DS Services of America, Inc.	  	 8631 Younger Creek Drive,
 Sacramento, CA
95828
	  	Owned
	DS Services of America, Inc.	  	 45 West Noblestown Road,
 Carnegie, PA
15106
	  	Owned
	DS Services of America, Inc.	  	 6055 South Harlem Drive Ave,
 Chicago, IL
60638
	  	Owned
	DS Services of America, Inc.	  	 6155 South Harlem Ave,
 Chicago, IL
60638
	  	Owned
	DS Services of America, Inc.	  	 221 East Alondra Blvd,
 Gardena, CA
90248
	  	Owned
	DS Services of America, Inc.	  	 11811 Highway 67
 Lakeside, CA 92040
	  	Owned
	DS Services of America, Inc.	  	 5331 N.W. 35th Terrace
 Fort Lauderdale, FL
33309
	  	Owned
	DS Services of America, Inc.	  	 748 Veronica S. Shoemaker
 Fort Myers, FL
33916
	  	Owned
	DS Services of America, Inc.	  	 2779 N.W. 112 Avenue
 Miami, FL 33172
	  	Owned
	DS Services of America, Inc.	  	 2445 Hamilton Road
 Arlington Heights, IL
60005
	  	Owned
	DS Services of America, Inc.	  	 9409 Gulf Stream Rd.
 Frankfort, IL
60423
	  	Owned









 * * * CONFIDENTIAL * * * 

 


					
	 Loan Party
	  	 Location / Address
	  	 Owned, Leased or
Occupied

	DS Services of America, Inc.	  	 949 E. High St.
 Mundelein, IL 60060
	  	Owned
	DS Services of America, Inc.	  	 1761 Newport Road
 Ephrata, PA 17522
	  	Owned
	DS Services of America, Inc.	  	 4751 Durazno
 El Paso, TX 79905
	  	Owned
	DS Services of America, Inc.	  	 27815 Highway Blvd.
 Katy, TX 77494
	  	Owned
	DS Services of America, Inc.	  	 522 East I Street
 Brawley, CA 92227
	  	Owned
	DS Services of America, Inc.	  	 2615 Temple Heights Dr.
 Oceanside, CA
92056
	  	Owned
	DS Services of America, Inc.	  	 1363 Citrus Street
 Riverside, CA 92507
	  	Owned
	DS Services of America, Inc.	  	 2217 Revere Ave.
 San Francisco, CA
94124
	  	Owned
	DS Services of America, Inc.	  	 7817 Haskell Ave.
 Van Nuys, CA 91406
	  	Owned
	DS Services of America, Inc.	  	 4120 Globeville Rd.
 Denver, CO 80216
	  	Owned
	DS Services of America, Inc.	  	 5951 Carlson Ave.
 Portage, IN 46368
	  	Owned
	DS Services of America, Inc.	  	 588 Johnny F. Smith Blvd.
 Slidell, LA
70460
	  	Owned
	DS Services of America, Inc.	  	 36 Country Club Lane
 Belmont, MA 02478
	  	Owned
	DS Services of America, Inc.	  	 70 First Street
 Bridgewater, MA 02324
	  	Owned
	Cliffstar LLC	  	 11751 Pacific Ave,
 Fontana, CA 92337
	  	Owned
	Star Real Property LLC	  	 1 Cliffstar Ave,
 Dunkirk, NY 14048
	  	 Owned










 * * * CONFIDENTIAL * * * 

 

 Schedule 1.01(h) 

Water Preferred Shares 
 Redemption
value of Water Preferred Shares constituting convertible Preferred Stock: $116,054,421. 
 Redemption value of Water Preferred Shares constituting
non-convertible Preferred Stock: $32,711,306. 








 * * * CONFIDENTIAL * * * 

 

 Schedule 3.05 

Properties 
 (a) Real
property owned or leased: 
  

					
	 Loan Party
	  	 Location / Address
	  	 Owned,
Leased or
Occupied

	Cott Beverages Inc.	  	 499 East Mill Street
 San Bernardino, CA
92408
	  	Owned
	Cott Beverages Inc.	  	 4238 Director Drive
 San Antonio, TX
78219
	  	Owned
	Cott Beverages Inc.	  	 301 Larcel Drive
 Sikeston, MO 63801
	  	Owned
	Cott Beverages Inc.	  	 Conchester Rd & Aldan Ave
 Concordville, PA
19331
	  	Owned
	Cott Beverages Inc.	  	 193 Mauney Rd.
 Blairsville, GA 30512
	  	Owned
	Cott Beverages Inc.	  	 1001 10th Avenue

Columbus, GA 31901
	  	Owned
	Cott Beverages Inc.	  	1198 (North) Spring Creek Place, Building B, Springville, UT 84663	  	Leased
	156775 Canada Inc.	  	 6525 Viscount Road
 Mississauga, ON L4V
1H6
	  	Owned
	 Cott Corporation
 Corporation Cott
	  	 333 Avro Ave
 Pointe-Claire, QU H9R 5W3
	  	Owned
	 Cott Corporation
 Corporation Cott
	  	 4 Addison Avenue
 Scoudouc Industrial Park
Scoudouc, NB E4P 3N4
	  	Owned
	Cott Beverages Limited	  	Elmhurst Spring, South Staff Waterwrks, Hanch, Lichfield, Staffordshire, WS13 8HQ	  	Leased
	 Cott Corporation
 Corporation Cott
	  	 4810 – 76 Avenue SE
 Calgary, AB T2C
2V2
	  	Owned
	Cott Beverages Limited	  	 Knottingly Road (Bondgate)
 Pontefract, W.YS WF8
2XA
	  	Owned
	Cott Beverages Limited	  	 Citrus Grove
 Side Ley

Kegworth, Derbyshire DE74 2FJ
	  	Owned
	Cott Beverages Limited	  	 Lindred Road, Lomeshaye Industrial Estate, Brierfield, Nelson, Lancashire, BB9 5SR

Nelson Bottling – N1
	  	Owned
	Cott Beverages Limited	  	Lindred Road, Lomeshaye Industrial Estate, Brierfield, Nelson, Lancashire, BB9 5SR Nelson Bottling – N2	  	Owned
	Cott Beverages Limited	  	Macduff Industrial Estate, Old Gamrie Road, Macduff, Banffshire, AB44 1GD	  	Owned
	Cott Beverages Limited	  	Unit F, Spectrum Business Park, Wrexham Industrial Estate, Wrexham, Clwyd, LL13 9QA	  	Leased









 * * * CONFIDENTIAL * * * 

 


					
	 Loan Party
	  	 Location / Address
	  	 Owned,

Leased or
Occupied

	Cott Beverages Limited	  	 Lindred Road
 Lomeshaye Industrial Estate

Brierfield, Nelson BB9 5SR
	  	Owned
	Cott Beverages Limited	  	Unit D&E Spectrum Business Park, Wrexham Industrial Estate, Wrexham, Clwyd, LL13 9QA	  	Leased
	Cott Beverages Inc.	  	 15200 Trinity Blvd
 Fort Worth, TX
76155
	  	Leased
	Cott Beverages Inc.	  	570-B East Mill Street San Bernardino, CA 92408	  	Leased
	Cott Beverages Inc.	  	N. Waterman Avenue, San Bernardino, CA 92404	  	Leased
	Cott Beverages Inc.	  	 1820 Massaro Blvd.
 Tampa, FL 33619
	  	Leased
	Cott Beverages Inc.	  	 7275 A and B Hazelwood Road
 Berkeley, MO
63134
	  	Leased
	Cott Beverages Inc.	  	104 Keystone Drive, Sikeston, MO 63801	  	Leased
	Cott Beverages Inc.	  	 4843 International Boulevard
 Wilson, NC
27893
	  	Leased
	Cott Beverages Inc.	  	 4506 East Acline Drive
 Tampa, FL 33605
	  	Leased
	Cott Beverages Inc.	  	2525 Schuetz Road, MO (plant) and Lot - 11705 Northline Industrial Drive, St. Louis, MO 63043-1300	  	Owned
	Cott Beverages Inc.	  	 4221, 4223, & 4235 Director Drive
 San
Antonio, TX 78219
	  	Leased
	Cott Beverages Inc.	  	 11 Aldan Ave.
 Concord Industrial Park
(Mint)
 Concordville, PA
	  	Leased
	Cott Beverages Inc.	  	 200 South Commerce Drive
 Aston, PA
19107
	  	Leased
	Cott Beverages Inc.	  	 105 Commerce Drive
 Aston, PA 19104
	  	Leased
	Cott Vending Inc.	  	 10838 Ambassador Blvd.
 St. Louis, MO
63132
	  	Leased
	Cott Beverages Inc.	  	 5519 West Idlewild Ave
 Tampa, FL 33634
	  	Leased
	 Cott Corporation
 Corporation Cott
	  	 15050 - 54A Avenue
 Surrey, BC V3S 5X7
	  	Leased
	 Cott Corporation
 Corporation Cott
	  	 6425 Airport Road
 Mississauga, ON L4V
1E4
	  	Leased
	 Cott Corporation
 Corporation Cott
	  	 4901/5001 - 64th Avenue
 Calgary, AB T2C
4V4
	  	Leased
	Cott Beverages Inc.	  	4095 Highway 64 East, Murphy, NC 28906	  	Leased
	Cott Beverages Inc.	  	4000 East Hwy 6, Spanish Fork, UT 84660	  	Leased
	Cott Beverages Inc.	  	4801 Cargo Street, Columbus, GA 31907	  	Leased
	Cott Beverages Inc.	  	 1011 N.W. J Street,
 Bentonville, AR
72712
	  	Leased
	Cott Beverages Inc.	  	 600 Andrews Road,
 Columbus, GA 31906
	  	Leased









 * * * CONFIDENTIAL * * * 

 


					
	 Loan Party
	  	 Location / Address
	  	 Owned,

Leased or
Occupied

	Cott Luxembourg S. a r. l. (a/o July 2011)	  	Findel Business Center, Complexe C2, Batiment B, Route de Treves, L-2632 Findel, Luxembourg	  	Leased
	Cliffstar LLC	  	440 South Roberts Road, Dunkirk, NY 14048	  	Owned
	Cliffstar LLC	  	312 Main Street, Dunkirk, NY 14048	  	Owned
	Cliffstar LLC	  	200 Water Street, Fredonia, NY 14063 (Chautauqua County Index Numbers 113.19-3-32.1, 33 & 34)	  	Owned
	Cliffstar LLC	  	54 W. Main Street, Brocton, NY 14716 (Chautauqua County Index Number 161.08-1-46.2)	  	Owned
	Cliffstar LLC	  	181 Stegelske Ave., Bunkirk, NY 14048	  	Leased
	Cliffstar LLC	  	63 Wall Street, North East, PA 16428 (Erie County Index Number (35) 7-54-11)	  	Owned
	Cliffstar LLC	  	3503 & 3601 Enterprise Avenue, Joplin, MO	  	Leased
	Cliffstar LLC	  	 11751 Pacific Avenue
 Fontana, CA 92337
(Assessors Parcel Numbers: 0238-171-51 & 75)
	  	Owned
	Cliffstar LLC	  	 5600 E. Francis Street
 Ontario, CA
91761
	  	Leased
	Cliffstar LLC	  	1990 Hood Road, Greer, SC 29650	  	Owned
	Cliffstar LLC	  	2819 Wade Hampton Boulevard, Taylors, SC 29687	  	Leased
	Cliffstar LLC	  	3502 Enterprise Avenue, Joplin, MO 64801	  	Owned
	Star Real Property LLC	  	1 Cliffstar Avenue, Dunkirk, NY 14048	  	Owned
	Cliffstar LLC	  	23879 Aspen Avenue, Warrens, WI 54666 (Parcel Identification Numbers 024-0163-0000 & 024-0194-0000)	  	Owned
	Cliffstar LLC	  	65 Chace Road, East Freetown, MA 02717	  	Owned
	Cliffstar LLC	  	1041 N. 15th Avenue, Walla Walla, WA 99362 (Tax Parcel/Account Numbers: 36-07-19-23-0006, 0007, 0012, 0013; 36-07-19-24-0005, 0206 and 0301)	  	Owned
	Cliffstar LLC	  	1164 Dell Avenue, Box 755, Walla Walla, WA 99362	  	Leased
	DS Services of America, Inc.	  	224 South Carlton Ave., Blythe, CA 92225	  	Owned
	DS Services of America, Inc.	  	519-537 East I Street, Brawley, CA 92227	  	Owned
	DS Services of America, Inc.	  	522 East I Street, Brawley, CA 92227	  	Owned
	DS Services of America, Inc.	  	536 East I Street, Brawley, CA 92227	  	Owned
	DS Services of America, Inc.	  	419 South 8th Street, Brawley, CA 92227	  	Owned
	DS Services of America, Inc.	  	221 E. Alondra Blvd., Gardena, CA 90248	  	Owned
	DS Services of America, Inc.	  	2 Sterling Street, Irvine, CA 92618	  	Owned
	DS Services of America, Inc.	  	4548 Azusa Canyon Rd, Irwindale, CA 91706	  	Owned









 * * * CONFIDENTIAL * * * 

 


					
	 Loan Party
	  	 Location / Address
	  	 Owned,

Leased or
Occupied

	DS Services of America, Inc.	  	11811 Highway 67, Lakeside, CA 92040	  	Owned
	DS Services of America, Inc.	  	4500 York Blvd., Los Angeles, CA 90041	  	Owned
	DS Services of America, Inc.	  	4500 Lincoln Ave., Los Angeles, CA 90041	  	Owned
	DS Services of America, Inc.	  	2615 Temple Heights Dr., Oceanside, CA 92056	  	Owned
	DS Services of America, Inc.	  	1363 Citrus Street, Riverside, CA 92507	  	Owned
	DS Services of America, Inc.	  	1522 N. Newhope Street, Santa Ana, CA 92703	  	Owned
	DS Services of America, Inc.	  	7817 Haskell Ave., Van Nuys, CA 91406	  	Owned
	DS Services of America, Inc.	  	528 Railroad Ave., Winter Haven, CA 92283	  	Owned
	DS Services of America, Inc.	  	8631 Younger Creek Drive, Sacramento, CA 95828	  	Owned
	DS Services of America, Inc.	  	314 Abbott Street, Salinas, CA 93901	  	Owned
	DS Services of America, Inc.	  	2217 Revere Ave., San Francisco, CA 94124	  	Owned
	DS Services of America, Inc.	  	110 Union St., Vallejo, CA 94590	  	Owned
	DS Services of America, Inc.	  	3302 W. Earl Drive, Phoenix, AZ 85017	  	Owned
	DS Services of America, Inc.	  	4225 W. Desert Inn Road, Las Vegas, NV 89102	  	Owned
	DS Services of America, Inc.	  	4718 McCarty, Amarillo, TX 79110	  	Owned
	DS Services of America, Inc.	  	204 Hwy 281, Brownsville, TX 78520	  	Owned
	DS Services of America, Inc.	  	4751 Durazno, El Paso, TX 79905	  	Owned
	DS Services of America, Inc.	  	3405 High Prairie Road, Grand Prairie, TX 75050	  	Owned
	DS Services of America, Inc.	  	27815 Highway Blvd., Katy, TX 77494	  	Owned
	DS Services of America, Inc.	  	405 Avenue U, Lubbock, TX 79401	  	Owned
	DS Services of America, Inc.	  	605 S. Marienfeld, Midland, TX 79701	  	Owned
	DS Services of America, Inc.	  	4271 Dividend St., San Antonio, TX 78219	  	Owned
	DS Services of America, Inc.	  	4120 Globeville Road, Denver, CO 80216	  	Owned









 * * * CONFIDENTIAL * * * 

 


					
	 Loan Party
	  	 Location / Address
	  	 Owned,

Leased or
Occupied

	DS Services of America, Inc.	  	351 Rosevale Road, Grand Junction, CO 81507	  	Owned
	DS Services of America, Inc.	  	1825 S. 3730 W, Salt Lake City, UT 84104	  	Owned
	DS Services of America, Inc.	  	1122 West 27th St., Cheyenne, WY 82001	  	Owned
	DS Services of America, Inc.	  	4181 Alden Drive, Mobile, AL 36696	  	Owned
	DS Services of America, Inc.	  	1804 Concept Court, Daytona, FL 32114	  	Owned
	DS Services of America, Inc.	  	748 Veronica S. Shoemaker (f/k/a Palmetto Ave.), Fort Myers, FL 33916	  	Owned
	DS Services of America, Inc.	  	4205 N. Old Dixie Hwy., Fort Pierce, FL 34946	  	Owned
	DS Services of America, Inc.	  	5331 N.W. 35th Terrace, Fort Lauderdale, FL 33309	  	Owned
	DS Services of America, Inc.	  	5287 & 5289 East Bay Blvd., Gulf Breeze, FL 32563	  	Owned
	DS Services of America, Inc.	  	7151 SE County Rd 326, Morriston, FL 32668	  	Owned
	DS Services of America, Inc.	  	8774 4th Avenue, Jacksonville, FL 32208	  	Owned
	DS Services of America, Inc.	  	2779 NW 112 Avenue, Miami, FL 33172	  	Owned
	DS Services of America, Inc.	  	3866 Shader Road, Orlando, FL 32808	  	Owned
	DS Services of America, Inc.	  	Hwy 12 – Indian Springs Rd., Quincy, FL 32351	  	Owned
	DS Services of America, Inc.	  	4405 S. MacAuthur Blvd., Alexandria, LA 71302	  	Owned
	DS Services of America, Inc.	  	11465 Reiger Rd., Baton Rouge, LA 70809	  	Owned
	DS Services of America, Inc.	  	200 Blanchard Lane, Boothville, LA 70041	  	Owned
	DS Services of America, Inc.	  	I-55 – 301 Frontage Road, Kentwood, LA 70444	  	Owned
	DS Services of America, Inc.	  	601 Ambassador Caffery Pkwy., Lafayette (Scott), LA 70583	  	Owned
	DS Services of America, Inc.	  	4810 Opelousas St., Lake Charles, LA 70615	  	Owned
	DS Services of America, Inc.	  	3418 Howard Avenue, New Orleans, LA 70113	  	Owned
	DS Services of America, Inc.	  	2502 Poydras Ave., New Orleans, LA 70113	  	Owned
	DS Services of America, Inc.	  	100 Stable Road, Patterson, LA 70392	  	Owned









 * * * CONFIDENTIAL * * * 

 


					
	 Loan Party
	  	 Location / Address
	  	 Owned,

Leased or
Occupied

	DS Services of America, Inc.	  	588 Johnny F. Smith Blvd, Slidell, LA 70460	  	Owned
	DS Services of America, Inc.	  	14072 Fastway Lane, Gulfport, MS 39503	  	Owned
	DS Services of America, Inc.	  	100 E. Market Ridge Drive, Jackson (Ridgeland), MS 39157	  	Owned
	DS Services of America, Inc.	  	90 Willow Creek Drive, Blue Ridge, GA 30513	  	Owned
	DS Services of America, Inc.	  	6750 Discovery Blvd., Mableton, GA 30126	  	Owned
	DS Services of America, Inc.	  	36 Country Club Lane, Belmont, MA 02478	  	Owned
	DS Services of America, Inc.	  	70 First Street, Bridgewater, MA 02324	  	Owned
	DS Services of America, Inc.	  	1761 Newport Road, Ephrata, PA 17522	  	Owned
	DS Services of America, Inc.	  	137 Valley View Drive, Ephrata, PA 17522	  	Owned
	DS Services of America, Inc.	  	180 Mountain Spring Road, Hopeland, PA 17578	  	Owned
	DS Services of America, Inc.	  	2445 Hamilton Road, Arlington Heights, IL 60005	  	Owned
	DS Services of America, Inc.	  	6055 S. Harlem Ave., Chicago, IL 60638	  	Owned
	DS Services of America, Inc.	  	6155 S. Harlem Ave., Chicago, IL 60638	  	Owned
	DS Services of America, Inc.	  	6958 W. 60 Street, Chicago, IL 60638	  	Owned
	DS Services of America, Inc.	  	1171 Jansen Farm Ct., Elgin, IL 60123	  	Owned
	DS Services of America, Inc.	  	9409 Gulf Stream Road, Frankfort, IL 60423	  	Owned
	DS Services of America, Inc.	  	949 E. High Street, Mundelein, IL 60060	  	Owned
	DS Services of America, Inc.	  	105 Harvey Court, Peoria, IL 61611	  	Owned
	DS Services of America, Inc.	  	2425 Laude Drive, Rockford, IL 61109	  	Owned
	DS Services of America, Inc.	  	5951 Carlson Ave., Portage, IN 46368	  	Owned
	DS Services of America, Inc.	  	2545 S. Ferree, Kansas City, KS 66103	  	Owned
	DS Services of America, Inc.	  	45 West Noblestown Road, Carnegie, PA 15106	  	Owned
	DS Services of America, Inc.	  	2770 E. 13th Street, Yuma, AZ 85365	  	Leased









 * * * CONFIDENTIAL * * * 

 


					
	 Loan Party
	  	 Location / Address
	  	 Owned,

Leased or
Occupied

	DS Services of America, Inc.	  	145 E. Avenue K-8, Lancaster, CA 93535	  	Leased
	DS Services of America, Inc.	  	41611 Date Street, Murrieta, CA 92562	  	Leased
	DS Services of America, Inc.	  	340 N. Irving Drive, Oxnard, CA 93030	  	Leased
	DS Services of America, Inc.	  	19020 N. Indian Canyon Dr., Palm Springs, CA 92258	  	Leased
	DS Services of America, Inc.	  	18499 Phantom West, #9, Victorville, CA 92392	  	Leased
	DS Services of America, Inc.	  	19231 Flightpath Way, Bakersfield, CA 93308	  	Leased
	DS Services of America, Inc.	  	3114 Thorntree Dr., Chico, CA 95973	  	Leased
	DS Services of America, Inc.	  	5377 Home Ave., Fresno, CA 93727	  	Leased
	DS Services of America, Inc.	  	1024 Mellon Avenue, Manteca, CA 95337	  	Leased
	DS Services of America, Inc.	  	485 Vista Way, Milpitas, CA 95035	  	Leased
	DS Services of America, Inc.	  	335-B O’Hair Court, Santa Rosa, CA 95407	  	Leased
	DS Services of America, Inc.	  	110 Union St., Vallejo, CA 94590	  	Leased
	DS Services of America, Inc.	  	1312 Capital Blvd. #104, Reno, NV 89502	  	Leased
	DS Services of America, Inc.	  	2580 Landon Drive, Ste. C, Bullhead City, AZ 86429	  	Leased
	DS Services of America, Inc.	  	11700 E. Berry Drive, Dewey AZ 86327	  	Leased
	DS Services of America, Inc.	  	4174 E. Huntington Dr., #1, Flagstaff, AZ 86004	  	Leased
	DS Services of America, Inc.	  	202 Bucket of Blood St., Holbrook, AZ 86025	  	Leased
	DS Services of America, Inc.	  	828 N. Gonzales Blvd, Huachuca City, AZ 85616	  	Leased
	DS Services of America, Inc.	  	1740 W. Broadway, Mesa, AZ 85202	  	Leased
	DS Services of America, Inc.	  	2596 N. Fairview Ave., Tucson, AZ 85705	  	Leased
	DS Services of America, Inc.	  	4601 SW 36th St., Ste. 100, Oklahoma City, OK 73179	  	Leased
	DS Services of America, Inc.	  	11915 East 51st St. S, Bldg II, Tulsa, OK 74146	  	Leased
	DS Services of America, Inc.	  	3612 I-35, Waco, TX 76706	  	Leased









 * * * CONFIDENTIAL * * * 

 


					
	 Loan Party
	  	 Location / Address
	  	 Owned,

Leased or
Occupied

	DS Services of America, Inc.	  	8020 Exchange, Austin, TX 78754	  	Leased
	DS Services of America, Inc.	  	5248 Washington Blvd., Beaumont, TX 77707	  	Leased
	DS Services of America, Inc.	  	1338-1340 Centerville Rd., Dallas/Mesquite, TX 75218	  	Leased
	DS Services of America, Inc.	  	3405 Roy Orr Blvd., Grand Prairie, TX 75050	  	Leased
	DS Services of America, Inc.	  	6610 Willowbrook Park Drive, Houston, TX 77066	  	Leased
	DS Services of America, Inc.	  	315 Marvin A. Smith, Kilgore, TX 75662	  	Leased
	DS Services of America, Inc.	  	6501 S. 28th St., McAllen, TX 78503	  	Leased
	DS Services of America, Inc.	  	1511 Central Freeway East, Wichita Falls, TX 76302	  	Leased
	DS Services of America, Inc.	  	1357 S 320 E, St. George, UT 84790	  	Leased
	DS Services of America, Inc.	  	14 South Spruce St., Colorado Springs, CO 80905	  	Leased
	DS Services of America, Inc.	  	2599 California Street, Denver, CO 80205	  	Leased
	DS Services of America, Inc.	  	2633 California Street, Denver, CO 80205	  	Leased
	DS Services of America, Inc.	  	2640 California Street, Denver, CO 80205	  	Leased
	DS Services of America, Inc.	  	614 27th Street, Denver, CO 80205	  	Leased
	DS Services of America, Inc.	  	1930 E. 40th Avenue, Denver, CO 80205	  	Leased
	DS Services of America, Inc.	  	701 W. Diamond St., Boise, ID 83705	  	Leased
	DS Services of America, Inc.	  	302 3rd Street South, Twin Falls, ID 83301	  	Leased
	DS Services of America, Inc.	  	533 South 1325 West, Orem, UT 84058	  	Leased
	DS Services of America, Inc.	  	225 E. Annabella Road, Richfield, UT 84701	  	Leased
	DS Services of America, Inc.	  	1985 S. Milestone Dr., Salt Lake City, UT 84104	  	Leased
	DS Services of America, Inc.	  	1090 E. Hwy 40, Vernal, UT 84078	  	Leased
	DS Services of America, Inc.	  	63076 S. 18th St., Bend, OR 97701	  	Leased
	DS Services of America, Inc.	  	249 E Barnett Road, #100, Medford, OR 97501	  	Leased









 * * * CONFIDENTIAL * * * 

 


					
	 Loan Party
	  	 Location / Address
	  	 Owned,

Leased or
Occupied

	DS Services of America, Inc.	  	13233 NE Jarrett Street, Portland, OR 97230	  	Leased
	DS Services of America, Inc.	  	2495 Prairie Road, Suite D, Eugene, OR 97402	  	Leased
	DS Services of America, Inc.	  	3915 Fairview Industrial Drive, S.E., #150, Salem, OR 97302	  	Leased
	DS Services of America, Inc.	  	6004 Blimp Rd., Suite B, Tillamook, OR 97141	  	Leased
	DS Services of America, Inc.	  	1313 Pacific Place, Burlington, WA 98233	  	Leased
	DS Services of America, Inc.	  	606 Reynolds Ave., Suite 1, Centralia, WA 98531	  	Leased
	DS Services of America, Inc.	  	21608 85th Ave., Kent, WA 98031	  	Leased
	DS Services of America, Inc.	  	8602 S. 218th Street (lot), Kent, WA 98301	  	Leased
	DS Services of America, Inc.	  	1002 River Road, Suites 6&7, Yakima, WA 98902	  	Leased
	DS Services of America, Inc.	  	2520 Aileron Road, Richland, WA 99352	  	Leased
	DS Services of America, Inc.	  	2205 N. Woodruff, Spokane, WA 99216	  	Leased
	DS Services of America, Inc.	  	3008 Commerce Square S., Irondale (Birmingham), AL 35210	  	Leased
	DS Services of America, Inc.	  	30352 Quail Roost Trail, Big Pine Key, FL 33043	  	Leased
	DS Services of America, Inc.	  	3539 SW 74th Ave, Ocala, FL 34474	  	Leased
	DS Services of America, Inc.	  	10290 U.S. Highway 19N, Pinellas Park, FL 33782	  	Leased
	DS Services of America, Inc.	  	4825 Woodlane Circle, Tallahassee, FL 32303	  	Leased
	DS Services of America, Inc.	  	6610 Anderson Rd., Tampa, FL 33634	  	Leased
	DS Services of America, Inc.	  	126 Clendenning Rd. K-1-81, Houma, LA 70363	  	Leased
	DS Services of America, Inc.	  	126 Clendenning Rd. E-2-72, Houma, LA 70363	  	Leased
	DS Services of America, Inc.	  	1044 2nd Street (US Hwy. 51), Osyka, MA 39657	  	Leased
	DS Services of America, Inc.	  	404 Industrial Drive, Minden, LA 71055	  	Leased
	DS Services of America, Inc.	  	S. Galvez & Howard Ave., New Orleans, LA 70113	  	Leased
	DS Services of America, Inc.	  	4371 A Interstate Drive, Macon, GA 31210	  	Leased









 * * * CONFIDENTIAL * * * 

 


					
	 Loan Party
	  	 Location / Address
	  	 Owned,

Leased or
Occupied

	DS Services of America, Inc.	  	555 Walt Sanders Memorial Dr., Newnan, GA 30542	  	Leased
	DS Services of America, Inc.	  	167 Knowlton Way, Savannah, GA 31407	  	Leased
	DS Services of America, Inc.	  	1200 Northbrook Pkwy., Suwanee, GA 30024	  	Leased
	DS Services of America, Inc.	  	802 North Forest Drive, Valdosta, GA 31601	  	Leased
	DS Services of America, Inc.	  	2020-C Starita Road, Charlotte, NC 28206	  	Leased
	DS Services of America, Inc.	  	2606 Phoenix Drive #802, Greensboro, NC 27408	  	Leased
	DS Services of America, Inc.	  	5025 Departure Dr., Ste. 105, Raleigh, NC 27616	  	Leased
	DS Services of America, Inc.	  	312 Raleigh St., Wilmington, NC 28412	  	Leased
	DS Services of America, Inc.	  	269 Lakewood Drive, Greenville, SC 29607	  	Leased
	DS Services of America, Inc.	  	568 Bishop Parkway, Myrtle Beach, SC 29579	  	Leased
	DS Services of America, Inc.	  	11141 Outlet Drive, Knoxville, TN 37932	  	Leased
	DS Services of America, Inc.	  	3835 Knight Rd., Suite 11, Memphis, TN 38118	  	Leased
	DS Services of America, Inc.	  	1131 4th Ave. South, Nashville, TN 37210	  	Leased
	DS Services of America, Inc.	  	8925 Transport Lane, Transport Lane, Ooltewah (Chattanooga), TN 37363	  	Leased
	DS Services of America, Inc.	  	420 Woodland Avenue, Bloomfield, CT 06002	  	Leased
	DS Services of America, Inc.	  	18907 Marantha Blvd., #1, Bridgeville, DE 19933	  	Leased
	DS Services of America, Inc.	  	20 Shea Way, #209-210, Newark, DE 19713	  	Leased
	DS Services of America, Inc.	  	9331 Philadelphia Rd, St. F, Baltimore, MD 21237	  	Leased
	DS Services of America, Inc.	  	6403 Ammendale Road, Beltsville, MD 20705	  	Leased
	DS Services of America, Inc.	  	300 Columbus Circle, Ste. G, Edison, NJ 08837	  	Leased
	DS Services of America, Inc.	  	6123 Black Horse Pike, Egg Harbor Township, NJ 08234	  	Leased
	DS Services of America, Inc.	  	25 Post Road, Albany, NY 12205	  	Leased
	DS Services of America, Inc.	  	1160 Commerce Avenue, Bronx, NY 10462	  	Leased









 * * * CONFIDENTIAL * * * 

 


					
	 Loan Party
	  	 Location / Address
	  	 Owned,

Leased or
Occupied

	DS Services of America, Inc.	  	5 Sidney Court, Lindenhurst, NY 11757	  	Leased
	DS Services of America, Inc.	  	2201 Green Lane #11, Levittown (Bristol), PA 19057	  	Leased
	DS Services of America, Inc.	  	221 Forney Drive, Ephrata, PA 17522	  	Leased
	DS Services of America, Inc.	  	716 Haywood Drive, Exton, PA 19341	  	Leased
	DS Services of America, Inc.	  	6610-6612 Fleet Drive, Exton, PA 19341	  	Leased
	DS Services of America, Inc.	  	3442-A Trant Avenue, Norfolk, VA 23502	  	Leased
	DS Services of America, Inc.	  	101 Agency Avenue, Richmond, VA 23225	  	Leased
	DS Services of America, Inc.	  	1501 N.E. Broadway Ave., #14, Des Moines, IA 50313	  	Leased
	DS Services of America, Inc.	  	312 S. 21st St., Mattoon, IL 61938	  	Leased
	DS Services of America, Inc.	  	9890 E. 121st St., Fishers, IN 46038	  	Leased
	DS Services of America, Inc.	  	1529 Lake Ave., Kansas City, KS 66103	  	Leased
	DS Services of America, Inc.	  	832 Nandino Blvd., Suite V, Lexington, KY 40511	  	Leased
	DS Services of America, Inc.	  	4644 Louisville Ave., Suite #2, Louisville, KY 40209	  	Leased
	DS Services of America, Inc.	  	290 Opportunity Pky, Unit 1, Akron, OH 44307	  	Leased
	DS Services of America, Inc.	  	4160 Perimeter Drive, Columbus, OH 43228	  	Leased
	DS Services of America, Inc.	  	6142 Center Park Drive, W. Chester, OH 45262	  	Leased
	DS Services of America, Inc.	  	3140 Jacob Street, Wheeling, WV 26003	  	Leased
	DS Services of America, Inc.	  	N16 W23390 Stoneridge Dr., Ste. F, Waukesha, WI 53188	  	Leased
	DS Services of America, Inc.	  	5660 New Northside Dr., Suites 500, 250, 300, 1400 and 1050, Atlanta, GA 30328	  	Leased
	DS Services of America, Inc.	  	465 N. Halstead, Pasadena, CA 91107	  	Leased
	DS Services of America, Inc.	  	4170 Tanner’s Creek Drive, Flowery Branch, GA 30542	  	Leased
	DS Services of America, Inc.	  	AA Self Storage – Diboll, 1517 N Temple, Diboll, TX 75941, Unit 116	  	Leased
	DS Services of America, Inc.	  	Absolute Storage, 72 Mill Branch Lane, Hazard, KY, 41701, Unit 71	  	Leased









 * * * CONFIDENTIAL * * * 

 


					
	 Loan Party
	  	 Location / Address
	  	 Owned,

Leased or
Occupied

	DS Services of America, Inc.	  	All American Storage, 5100 Vogel Rd., Evansville, IN 47715, Units A200 and C336	  	Leased
	DS Services of America, Inc.	  	American Self Storage, 720 Candelaria NE, Albuquerque, NM, 87117, Unit N-13	  	Leased
	DS Services of America, Inc.	  	Ardmore Self Storage, 6614 Ardmore, Fort Wayne, IN 46809, Unit B17	  	Leased
	DS Services of America, Inc.	  	Budget Self Storage, 5906 San Bernardo, Laredo, TX 78041, Unit 155	  	Leased
	DS Services of America, Inc.	  	Campbell Management, 8945 J Street, Omaha, NE 68137, Unit 8	  	Leased
	DS Services of America, Inc.	  	Campground Storage, 1420 Campground Rd., Cabot AR 72023, Unit 802-3	  	Leased
	DS Services of America, Inc.	  	Cindy Murray, 910 North Lynn, Lamesa, TX	  	Leased
	DS Services of America, Inc.	  	Community Self Storage, 111 Laurel Ave., Laurel, MS 39440, Unit I0046	  	Leased
	DS Services of America, Inc.	  	Concepts N Education, 97 Underwood Dr., Fletcher, NC 28732, Unit 21	  	Leased
	DS Services of America, Inc.	  	Crazy Rays Self Storage, 1040 Hwy 29 N, Athens, GA 30601, Unit 602	  	Leased
	DS Services of America, Inc.	  	Crosstown Mini Storage, 4066 Cross Town Expressway, Corpus Christi, TX 78409, Unit 36	  	Leased
	DS Services of America, Inc.	  	Do It Yourself Storage, 4835 South Ave., Toledo, OH 43615, Unit 112	  	Leased
	DS Services of America, Inc.	  	DSI Enterprises (R&S Storage), 593 Lakeview Dr., Grenada, MS 38901, Unit LC2	  	Leased
	DS Services of America, Inc.	  	Fancy’s Car Wash, RR270, Lost Creek, WV 26385, Unit 1	  	Leased
	DS Services of America, Inc.	  	Green Street, 2140 Gun Lake, Hastings, MI 49058, Unit 31	  	Leased
	DS Services of America, Inc.	  	JD Johnson HVAC, 901 Malone St., Brownwood, TX 76801	  	Leased
	DS Services of America, Inc.	  	LA Lewis Moving and Storage, 329 Cherry St., Scranton, PA 18505, Unit 1	  	Leased
	DS Services of America, Inc.	  	Martin Self Storage, 9121 Market Street, Wilmington, NC 28411, Unit B0245	  	Leased
	DS Services of America, Inc.	  	Milton Rental Center, P.O. Box 764, Milton, WV, 25541, Unit 3	  	Leased
	DS Services of America, Inc.	  	Mini Max, 2254 W. Palmetto, Florence, SC 29501, Unit C 62	  	Leased
	DS Services of America, Inc.	  	Mini Max Storage, 2638 Legion Rd., Fayetteville, NC 28306, Unit J-17	  	Leased
	DS Services of America, Inc.	  	OK Storage, 43 Old Elam, Valley Park, MO 63088, Unit 108	  	Leased
	DS Services of America, Inc.	  	Public Storage, 2101 Haggerty Rd., Canton MI 48187, Unit 4002	  	Leased









 * * * CONFIDENTIAL * * * 

 


					
	 Loan Party
	  	 Location / Address
	  	 Owned,

Leased or
Occupied

	DS Services of America, Inc.	  	Public Storage, 36260 Van Dyke Ave., Sterling Heights, MI 48312, Unit 5162	  	Leased
	DS Services of America, Inc.	  	Public Storage, 6207 Executive Blvd., Dayton, OH 45424, Unit B045	  	Leased
	DS Services of America, Inc.	  	Public Storage, 1439 Folly Rd., Charleston, SC 29412, Unit 115	  	Leased
	DS Services of America, Inc.	  	Rent A Space, 1969 W. Main St., Salem, VA 24153	  	Leased
	DS Services of America, Inc.	  	River Watch, 922 Stevens Creek Road, Augusta, GA 30907, Unit D9	  	Leased
	DS Services of America, Inc.	  	Safety Lock and Storage, 6045 W Pierson Rd., Flushing, MI 48433, Unit 196	  	Leased
	DS Services of America, Inc.	  	Space Place Storage, 110 Newland Rd., Columbia, SC 29229, Unit A94	  	Leased
	DS Services of America, Inc.	  	Space World, 2810 S. Boulder Ave., Russellville, AR, Unit H1/39	  	Leased
	DS Services of America, Inc.	  	Storage Center, 200 Seller Street, Martinsville, VA 24112, Unit 2203	  	Leased
	DS Services of America, Inc.	  	Storage Plex of Kingsport, 2417 East Stone Drive, Kingsport, TN 37660, Unit D58	  	Leased
	DS Services of America, Inc.	  	Synergetics Properties, 501 Highway 12, Starksville, MS 39759, Unit 380	  	Leased
	DS Services of America, Inc.	  	Uncle Bob’s, 11 Integra Dr., Concord, NH 03301, Unit E198	  	Leased
	DS Services of America, Inc.	  	WLH Leasing, 5810 N Grimes, Hobbs, NM 88240, Unit SA	  	Leased
	DS Services of America, Inc.	  	Call Center, 310 County Line Road, Lakeland, FL 33810	  	Leased
	DS Services of America, Inc.	  	Office, 2300 Windy Ridge Pkwy, Atlanta GA 30339	  	Leased









 * * * CONFIDENTIAL * * * 

 

 (b) Intellectual Property: 

Patents 
 United States 

 

							
	 Owner
	  	 Registration
Number
	  	 Date
	  	 Description

	 Cott Corporation
 Corporation Cott
	  	6,112,924	  	9/5/2000	  	Container with base having cylindrical legs with circular feet
	Cott Beverages Inc.	  	D579,337	  	12/28/2008	  	Bottle
	Cott Beverages Inc.	  	D469,697	  	2/4/2003	  	Ornamental design for a container
	Cliffstar LLC	  	13/712,747	  	12/13/2012	  	Pterostilbene and PVP grape juice extract combination for treatment of Metabolic, Vascular and Neurodegenerative disorders
	Sparkletts Waters of North America, LP	  	D418,423	  	1/4/2000	  	Jug
	Suntory Water Group, Inc.	  	D425,422	  	5/23/2000	  	Combined single serving water bottle and closure
	DS Waters of America, Inc.	  	8,113,382	  	2/14/2012	  	Bottled water center
	DS Waters of America, Inc.	  	8,360,272	  	1/29/2013	  	Bottled water center









 * * * CONFIDENTIAL * * * 

 

 Trademarks 

United States 
 Trademark Registrations

  

							
	 Owner
	  	 Registration
Number
	  	 Registration

Date
	  	 Trademark

	DS Services of America, Inc.	  	4,202,794	  	9/4/2012	  	10K
	DS Services of America, Inc.	  	3,473,432	  	7/22/08	  	




	DS Services of America, Inc.	  	2,093,790	  	9/2/1997	  	ABITA SPRINGS
	DS Services of America, Inc.	  	2,100,478	  	9/23/1997	  	ABITA SPRINGS
	DS Services of America, Inc.	  	2,082,990	  	7/29/1997	  	ABITA SPRINGS
	DS Services of America, Inc.	  	2,076,858	  	7/8/97	  	




	Cott Beverages Inc.	  	1,840,794	  	6/21/94	  	ALASKAN FALLS
	Cott Beverages Inc.	  	1,856,389	  	9/27/94	  	ALASKAN FALLS & Design
	DS Services of America, Inc.	  	1,819,231	  	2/1/1994	  	ALHAMBRA
	DS Services of America, Inc.	  	2,301,785	  	12/21/1999	  	ALHAMBRA
	DS Services of America, Inc.	  	1,380,916	  	1/28/1986	  	ALHAMBRA
	DS Services of America, Inc.	  	3,594,216	  	3/24/2009	  	ALHAMBRA
	DS Services of America, Inc.	  	1,999,405	  	9/10/96	  	




	Cott Beverages Inc.	  	1,776,022	  	6/8/93	  	AMERICAN CLASSIC
	Cott Beverages Inc.	  	4,377,137	  	7/30/2013	  	AQUA MIST
	DS Services of America, Inc.	  	3,143,277	  	9/12/2006	  	ATHENA
	DS Services of America, Inc.	  	4,214,325	  	9/25/2012	  	ATHENA
	DS Services of America, Inc.	  	2,903,885	  	9/16/2004	  	ATHENA
	DS Services of America, Inc.	  	2,990,282	  	8/30/2005	  	ATHENA
	DS Services of America, Inc.	  	3,030,066	  	12/13/2005	  	ATHENA
	DS Services of America, Inc.	  	3,823,247	  	7/20/2010	  	ATHENA
	DS Services of America, Inc.	  	3,838,228	  	8/24/2010	  	ATHENA
	DS Services of America, Inc.	  	3,850,480	  	9/21/10	  	




	DS Services of America, Inc.	  	2,924,215	  	2/1/2005	  	ATHENA PARTNERS









 * * * CONFIDENTIAL * * * 

 


							
	DS Services of America, Inc.		4,328,340		4/30/2013		ATHENA WARRIORS
	Cott Beverages Inc.		4,103,147		2/21/2012		BAY ESTATE TEA CO.
	DS Services of America, Inc.		1,473,752		1/26/1988		BELMONT SPRINGS
	DS Services of America, Inc.		3,594,217		3/24/2009		BELMONT SPRINGS
	DS Services of America, Inc.		1,474,411		1/26/1988		BELMONT SPRINGS
	DS Services of America, Inc.		1,828,483		3/28/94		




	DS Services of America, Inc.		2,680,005		1/28/03		




	DS Services of America, Inc.		2,845,136		5/25/04		




	Cott Beverages Inc.		4,168,724		7/3/2012		BUBBLING CAULDRON
	Cliffstar LLC		4,452,746		12/17/2013		CHADWICK BAY
	Cliffstar LLC		3,662,236		7/28/09		CHADWICK BAY
	Cliffstar LLC		3,791,642		5/18/10		CHADWICK BAY
	Cliffstar LLC		3,768,307		3/30/10		CHADWICK BAY & Design
	Cott Beverages Inc.		1,959,704		3/5/1996		CLEAR CHOICE
	Cott Beverages Inc.		4,227,380		10/16/2012		CLOUDBURST PEACH GRAPEFRUIT
	Cott Beverages Inc.		4,050,731		11/1/2011		COCONUT WAVE
	DS Services of America, Inc.		1,464,793		11/10/1987		COLORADO CRYSTAL
	Cott Beverages Inc.		4,004,400		8/2/2011		COTT
	Cott Beverages Inc.		679,364		5/26/59		Cott (Stylized)
	Cliffstar LLC		3,888,088		12/7/2010		CRANSTAR 90
	Cliffstar LLC		3,842,394		8/31/2010		CRANSTAR 90
	DS Services of America, Inc.		4,158,388		6/12/2012		CREATED FOR THE CAUSE
	DS Services of America, Inc.		4,246,463		11/20/2012		CREATED FOR THE CAUSE
	DS Services of America, Inc.		3,340,862		11/20/2007		CRYSTAL SPRINGS
	DS Services of America, Inc.		2,662,265		12/17/02		




	DS Services of America, Inc.		1,335,806		5/14/85		CRYSTAL-FRESH
	DS Services of America, Inc.		1,273,807		4/10/84		DEEP ROCK1

  

	1 	Unreleased security interest in favor of Madison Capital Funding LLC (executed 9/21/2004; recorded at trademark reel/frame 4066/0410). 









 * * * CONFIDENTIAL * * * 

 


							
	DS Services of America, Inc.		1,273,133		4/3/84		DEEP ROCK1
	DS Services of America, Inc.		1,279,411		5/29/84		DEEP ROCK1
	DS Services of America, Inc.		3,587,821		3/10/09		




	Cott Beverages Inc.		4,254,469		12/4/2012		DOWNPOUR CHERRY LIMEADE
	Cott Beverages Inc.		2,186,730		9/1/98		DR. STRIPES
	Cott Beverages Inc.		2,237,271		4/6/99		DR. VESS
	DS Services of America, Inc.		4,060,788		11/22/2011		DRINK TO YOUR GOOD HEALTH
	DS Services of America, Inc.		4,060,610		11/22/2011		DRINK TO YOUR GOOD HEALTH
	DS Services of America, Inc.		3,921,593		2/22/2011		DRINK TO YOUR HEALTH
	DS Services of America, Inc.		3,469,275		7/15/2008		DS WATERS
	DS Services of America, Inc.		3,381,515		2/12/2008		DS WATERS
	DS Services of America, Inc.		3,415,547		4/22/08		




	DS Services of America, Inc.		3,647,052		6/30/2009		EAT CHOCOLATE. FIND A CURE
	DS Services of America, Inc.		3,696,998		10/13/2009		EAT CHOCOLATE. FIND A CURE
	Cott Beverages Inc.		3,614,572		1/9/08		EMERGE
	DS Services of America, Inc.		4,214,380		9/25/2012		ENVIROBOTTLE
	DS Services of America, Inc.		4,401,800		9/10/2013		ENVIROPAC
	DS Services of America, Inc.		4,354,317		6/18/2013		ENVIROPAC
	DS Services of America, Inc.		4,401,801		9/10/13		 ENVIROPAC LIGHTWEIGHT BOTTLES, 50% LESS PLASTIC, AND 100% RECYCLABLE
 





	DS Services of America, Inc.		4,354,318		6/18/13		




	Cliffstar LLC		3,865,778		10/19/2010		EXACT
	DS Services of America, Inc.		2,058,243		4/29/1997		EXOTIC ISLE
	DS Services of America, Inc.		2,633,723		10/15/2002		EZBREW
	Cott Beverages Inc.		3,641,839		12/7/07		FORTIFIDO
	Cott Beverages Inc.		3,688,035		12/21/07		FORTIFIDO & Design
	Cott Beverages Inc.		3,880,679		11/23/2010		FREEDOM FROM THIRST









 * * * CONFIDENTIAL * * * 

 


							
	Cott Beverages Inc.		1,956,754		2/13/96		FRUIT MIST
	Cott Beverages Inc.		3,134,313		8/22/06		FRUIT MIST
	DS Services of America, Inc.		1,806,322		11/23/1993		GEORGIA MOUNTAIN
	DS Services of America, Inc.		3,650,003		3/7/1995		GLACIER BAY
	Cliffstar LLC		1,694,722		6/16/92		GOLDEN CROWN
	Cliffstar LLC		700,638		7/5/60		GOLDEN CROWN
	Cliffstar LLC		966,665		8/21/73		GOLDEN CROWN
	DS Services of America, Inc.		2,865,943		7/27/2004		GOLDEN LEAF
	DS Services of America, Inc.		4,285,166		2/5/13		




	Cott Beverages Inc.		4,302,289		3/12/2013		GOOD SHOT & Design
	Cott Beverages Inc.		4,168,725		7/3/2012		GRAPENSTEIN
	DS Services of America, Inc.		1,857,234		10/4/1994		GREAT TASTE
	DS Services of America, Inc.		3,713,056		11/17/2009		GREENMOBILE
	DS Services of America, Inc.		0,890,568		5/5/1970		H & S
	Cliffstar LLC		4,429,259		11/5/2013		HARBORSIDE
	Cliffstar LLC		3,385,483		2/18/2008		HARVEST CLASSIC
	Cliffstar LLC		3,779,599		4/20/2010		HARVEST CLASSIC
	DS Services of America, Inc.		0,868,229		4/15/1969		HINCKLEY & SCHMITT
	DS Services of America, Inc.		2,635,764		10/15/2002		HINCKLEY SPRINGS
	DS Services of America, Inc.		3,594,218		3/24/2009		HINCKLEY SPRINGS
	DS Services of America, Inc.		2,668,365		12/31/02		




	DS Services of America, Inc.		3,110,802		7/4/06		




	DS Services of America, Inc.		2,832,247		4/13/04		




	Cott Beverages Inc.		3,702,862		10/27/09		HOOVER’S BARREL ROOT BEER
	Cott Beverages Inc.		4,219,232		10/2/2012		HYDROSPHERE CRANBERRY
	Cott Beverages Inc.		3,412,299		4/15/08		INKED
	Cott Beverages Inc.		1,507,436		10/4/88		IT’S COTT TO BE GOOD!
	DS Services of America, Inc.		2,080,228		7/15/1997		JAVARAMA









 * * * CONFIDENTIAL * * * 

 


							
	DS Services of America, Inc.		3,223,881		4/3/07		




	DS Services of America, Inc.		2,265,142		7/27/1999		JR. SPORT
	Cliffstar LLC		2,351,102		5/23/00		JUICEY MAGIC
	DS Services of America, Inc.		1,858,306		10/18/1994		KENTWOOD
	DS Services of America, Inc.		1,862,686		11/15/1994		KENTWOOD
	DS Services of America, Inc.		1,376,422		12/17/85		




	DS Services of America, Inc.		1,376,169		12/17/85		




	DS Services of America, Inc.		2,169,782		6/30/98		KENTWOOD SPRINGS
	DS Services of America, Inc.		3,608,380		4/21/09		KENTWOOD SPRINGS
	DS Services of America, Inc.		2,927,281		2/22/05		




	DS Services of America, Inc.		2,273,841		8/31/99		




	DS Services of America, Inc.		1,741,749		12/22/92		




	DS Services of America, Inc.		1,718,540		9/22/92		




	Cott Beverages Inc.		3,758,493		3/9/10		LOOPY LIMON
	Cott Beverages Inc.		3,781,937		4/27/10		MISH MASH MOUNTAIN
	Cott Beverages Inc.		3,995,272		7/12/2011		MISTAYA
	DS Services of America, Inc.		3,998,501		7/19/11		




	DS Services of America, Inc.		3,958,946		5/10/11		MOMMYMESSENGER
	DS Services of America, Inc.		3,848,943		9/14/10		




	DS Services of America, Inc.		4,206,717		9/11/12		MOUNT OLYMPUS
	DS Services of America, Inc.		2,310,943		1/25/00		




	DS Services of America, Inc.		4,305,920		3/19/13		













 * * * CONFIDENTIAL * * * 

 


							
	Cott Beverages Inc.		2,196,482		10/13/98		MOUNTAIN STARS
	DS Services of America, Inc.		4,003,741		7/26/2011		MPROVE
	Cott Beverages Inc.		4,626,491		10/21/2014		MULBERRY FARMS
	DS Services of America, Inc.		4,132,660		4/24/2012		MY UTAPIA
	DS Services of America, Inc.		1,527,257		2/28/1989		NURSERY
	DS Services of America, Inc.		4,080,744		1/3/2012		NURSERY FAMILY REWARDS
	DS Services of America, Inc.		3,599,261		3/31/2009		NURSERY PURE FUN ZONE
	Cott Beverages Inc.		4,302,290		3/12/2013		ON-THE-GO GOODNESS
	DS Services of America, Inc.		3,593,704		3/24/2009		OZONE
	Cott Beverages Inc.		3,558,745		1/6/09		Paw Print Design
	Cott Beverages Inc.		4,227,315		10/6/2011		PRECIPITATION WATERMELON
	DS Services of America, Inc.		4,206,640		9/11/2012		PURE + REFRESHING
	DS Services of America, Inc.		4,191,128		8/14/12		




	DS Services of America, Inc.		3,486,185		8/12/2008		PURELY REFRESHING
	DS Services of America, Inc.		3,146,221		9/19/2006		PURELY REFRESHING. PERSONALLY DELIVERED.
	DS Services of America, Inc.		3,455,187		6/24/08		PURELY REFRESHING. PERSONALLY DELIVERED. EVERY TWO WEEKS.
	DS Services of America, Inc.		3,529,025		11/4/08		




	Cott Beverages Inc.		3,331,023		11/6/07		RED RAIN
	Cott Beverages Inc.		4,325,586		5/29/2012		REDEEM
	DS Services of America, Inc.		4,149,908		5/29/2012		RELYANT
	DS Services of America, Inc.		4,019,967		8/30/2011		RENEW
	DS Services of America, Inc.		4,016,420		8/23/2011		REWARD
	DS Services of America, Inc.		3,481,217		8/5/2008		ROAST 2 COAST
	DS Services of America, Inc.		3,422,659		5/6/2008		ROAST 2 COAST
	DS Services of America, Inc.		4,285,165		2/5/13		




	DS Services of America, Inc.		3,489,905		8/19/2008		SERVICE YOU CAN COUNT ON. QUALITY YOU CAN TRUST.
	DS Services of America, Inc.		3,427,453		5/13/2008		SET A COURSE FOR GREAT SERVICE
	DS Services of America, Inc.		3,427,452		5/13/2008		SET A COURSE FOR GREAT TASTE
	Cliffstar LLC		2,394,075		10/10/00		SHANSTAR
	Cliffstar LLC		3,657,785		7/21/09		SHANSTAR
	DS Services of America, Inc.		1,428,913		2/17/1987		SIERRA









 * * * CONFIDENTIAL * * * 

 


							
	DS Services of America, Inc.		2,769,409		9/30/2003		SIERRA SPRINGS
	DS Services of America, Inc.		3,594,219		3/24/2009		SIERRA SPRINGS
	DS Services of America, Inc.		2,719,606		5/27/03		




	DS Services of America, Inc.		2,680,006		1/28/03		




	Cott Beverages Inc.		3,129,255		8/15/06		SO CLEAR
	DS Services of America, Inc.		4,246,666		11/20/2012		SPARKLETTS
	DS Services of America, Inc.		2,301,772		12/21/1999		SPARKLETTS
	DS Services of America, Inc.		2,225,430		2/23/1999		SPARKLETTS
	DS Services of America, Inc.		0,625,100		4/10/56		SPARKLETTS
	DS Services of America, Inc.		3,437,557		5/27/08		




	DS Services of America, Inc.		3,437,556		5/27/08		




	DS Services of America, Inc.		1,464,791		11/10/1987		SPRINGLITE
	DS Services of America, Inc.		4,434,961		11/19/2013		STANDARD
	DS Services of America, Inc.		2,537,522		2/12/2002		STANDARD COFFEE
	DS Services of America, Inc.		1,272,975		4/3/84		




	DS Services of America, Inc.		1,832,094		4/19/1994		STANDGUARD
	DS Services of America, Inc.		4,578,291		8/5/2014		STANDGUARD
	DS Services of America, Inc.		1,967,133		4/9/1996		STANDGUARD
	DS Services of America, Inc.		4,278,509		1/22/13		




	DS Services of America, Inc.		1,820,550		2/8/94		




	DS Services of America, Inc.		1,970,243		4/23/96		




	DS Services of America, Inc.		1,112,920		2/6/79		




	Cott Beverages Inc.		2,495,194		10/9/01		STARS & STRIPES
	Cott Beverages Inc.		2,713,932		5/6/03		STARS & STRIPES
	Cott Beverages Inc.		4,223,120		10/9/2012		STORM SURGE ORANGE PASSIONFRUIT
	DS Services of America, Inc.		4,152,122		6/5/2012		STRENGTH









 * * * CONFIDENTIAL * * * 

 


							
	DS Services of America, Inc.		2,083,253		7/29/97		




	DS Services of America, Inc.		1,525,495		2/21/1989		THE PURE WATER PEOPLE
	Cott Beverages Inc.		3,525,061		10/28/08		THE TASTE OF LONGEVITY
	Cott Beverages Inc.		1,335,803		5/14/1985		TOP POP
	Cott Beverages Inc.		1,285,484		7/10/1984		TOP POP (Stylized)
	DS Services of America, Inc.		2,173,994		7/14/98		




	Cliffstar LLC		2,163,690		6/9/98		TRAXX
	DS Services of America, Inc.		3,414,857		4/22/2008		TRUST IN A BOTTLE
	Cott Beverages Inc.		3,723,436		12/8/09		U FORCE
	Cott Beverages Inc.		555,776		3/11/52		VESS (Stylized)
	Cott Corporation		3,149,060		9/26/06		VINTAGE
	Cott Beverages Inc.		1,091,057		5/9/78		VINTAGE
	Cott Corporation		3,149,059		9/26/06		VINTAGE & Design
	Cott Beverages Inc.		1,273,007		4/3/84		VINTAGE & Design
	DS Services of America, Inc.		3,595,426		3/24/09		




	DS Services of America, Inc.		3,033,282		12/20/05		




	Cott Beverages Inc.		110,004		4/25/16		WHISTLE (Stylized)
	DS Services of America, Inc.		3,319,455		10/23/07		




	DS Services of America, Inc.		2,931,796		3/8/05		













 * * * CONFIDENTIAL * * * 

 

 Colorado 

Trademark Registrations 
  

							
	 Owner
	  	 Registration
Number
	  	 Registration
Date
	  	 Trademark

	DS Waters of America, Inc.	  	19851009631	  	7/15/52	  	DEEP ROCK
	Deep Rock Water Co.	  	20081377384	  	7/15/08	  	DEEP ROCK WATER
	Deep Rock Water Co.	  	20081527881	  	10/3/08	  	DEEP ROCK WATER

 Louisiana 

Trademark Registrations 
  

							
	 Owner
	  	 Registration
Number
	  	 Registration
Date
	  	 Trademark

	DS Waters of America, Inc.	  	542723	  	10/31/96	  	THE ABITA MAN CAN
	DS Waters of America, Inc.	  	541043	  	4/25/96	  	ABITA SPRINGS Logo: Indian Maiden on top of stacked name
	DS Waters of America, Inc.	  	541042	  	4/25/96	  	ABITA SPRINGS Logo 2: With letters stacked, with “I” represented by idealized water stream
	DS Waters of America, Inc.	  	541044	  	4/25/96	  	TASTE THE LEGEND

 Maryland 

Trademark Registrations 
  

							
	 Owner
	  	 Registration
Number
	  	 Registration
Date
	  	 Trademark

	DS Waters of America, Inc.	  	2001-01295	  	8/30/01	  	CRYSTAL SPRINGS

 Nebraska 

Trademark Registrations 
  

							
	 Owner
	  	 Registration
Number
	  	 Registration
Date
	  	 Trademark

	Mile-Hi Deep Rock Water Co.	  	6858619	  	6/7/68	  	DEEP ROCK

 New Jersey 

Trademark Registrations 
  

							
	 Owner
	  	 Registration
Number
	  	 Registration
Date
	  	 Trademark

	DS Waters of America, LP	  	15935	  	10/4/99	  	CRYSTAL SPRINGS









 * * * CONFIDENTIAL * * * 

 

 West Virginia 

Trademark Registrations 
  

							
	 Owner
	  	 Registration
Number
	  	 Registration
Date
	  	 Trademark

	DS Waters of America Inc.	  	1006690	  	7/30/2001	  	





 Wisconsin 

Trademark Registrations 
  

							
	 Owner
	  	 Registration
Number
	  	 Registration
Date
	  	 Trademark

	DS Waters of America, Inc.	  	20120002106	  	6/20/12	  	STANDARD COFFEE SERVICE COMPANY
	DS Waters of America, Inc.	  	20120002107	  	6/20/12	  	RELYANT
	DS Waters of America, Inc.	  	20075701156	  	1/24/07	  	DS WATERS
	DS Waters of America, Inc.	  	20065700912	  	12/8/06	  	HINCKLEY SPRINGS









 * * * CONFIDENTIAL * * * 

 

 United States 

Trademark Applications 
  

							
	 Owner
	  	 Application

Number
	  	 Filing Date
	  	 Trademark

	Cott Beverages Inc.	  	85/361,449	  	7/1/2011	  	ORCHARD FALLS
	Cott Beverages Inc.	  	85/532,342	  	2/2/2012	  	HARVEST PREMIUM
	Cott Beverages Inc.	  	85/659,027	  	6/22/2012	  	CLEAR FUSIONS
	Cott Beverages Inc.	  	85/799,759	  	12/11/2012	  	AQUA COLORS
	Cott Beverages Inc.	  	85/811,183	  	12/27/2012	  	NATURAL REFRESHMENT IS SO CLEAR
	Cott Beverages Inc.	  	85/815,760	  	1/4/2013	  	AQUA FLOW
	Cott Beverages Inc.	  	85/820,437	  	1/10/2013	  	BLAK MAX
	Cott Beverages Inc.	  	85/938,797	  	5/21/2013	  	COTT
	Cott Beverages Inc.	  	85/843,776	  	2/7/2013	  	MOUNTAIN FIZZ
	Cott Beverages Inc.	  	85/875,497	  	3/313/2013	  	AQUA FLOW BENEFITS
	Cott Beverages Inc.	  	85/875,506	  	3/13/2013	  	BLAK MAX & Bird Design
	Cott Beverages Inc.	  	85/955,748	  	6/10/2013	  	STARS & STRIPES
	Cott Beverages Inc.	  	86/007,023	  	7/10/2013	  	¡Ajúa!
	Cott Beverages Inc.	  	86/114,914	  	11/11/2013	  	BILLION BUBBLE BEVERAGE
	Cott Beverages Inc.	  	86/113,441	  	11/8/2013	  	EMERGE
	Cott Beverages Inc.	  	86/146,802	  	12/18/2013	  	MULBERRY FARMS Logo
	Cott Beverages Inc.	  	86/296,105	  	5/30/2014	  	ARCTIC COOLER
	Cliffstar LLC	  	86/026,569	  	8/1/2013	  	SCIOPTRIENT
	Cliffstar LLC	  	86/026,595	  	8/1/2013	  	SCIOCRAN
	Cliffstar LLC	  	86/026,612	  	8/1/2013	  	SCIOCRAN 90
	Cliffstar LLC	  	86/073,522	  	12/24/2013	  	FRUIT SYSTEMS FROM NATURE
	Cliffstar LLC	  	86/097,868	  	10/22/2013	  	Scioptrient Logo
	Cliffstar LLC	  	86/097,881	  	10/22/2013	  	FORMULATING GOODNESS
	Cliffstar LLC	  	85/760,999	  	10/23/2012	  	HARBORSIDE
	Cliffstar LLC	  	85/820,466	  	1/10/2013	  	HARBORSIDE
	DS Services of America, Inc.	  	85/836,095	  	1/30/13	  	AQUA CAFÉ
	DS Services of America, Inc.	  	85/931,919	  	5/14/13	  	DS SERVICES









 * * * CONFIDENTIAL * * * 

 


							
	DS Services of America, Inc.		86/200,977		 2/21/14
		




	DS Services of America, Inc.		86/200,971		2/21/14		




	DS Services of America, Inc.		86/049,430		1/14/14		




	DS Services of America, Inc.		85/903,496		4/13/13		




	DS Services of America, Inc.		86/228,819		3/21/14		TERRAZA









 * * * CONFIDENTIAL * * * 

 

 Canadian 

Trademark Registrations 
  

							
	 Owner
	  	 Registration
Number
	  	 Registration

Date
	  	 Trademark

	Cott Corporation Corporation Cott	  	TMA790720	  	February 15, 2011	  	ACAI-BLU
	Cott Corporation Corporation Cott	  	TMA211456	  	January 16, 1976	  	 




 ALLAN & DESIGN

	Cott Corporation Corporation Cott	  	TMA192404	  	July 6, 1973	  	 




 ALLAN & DESIGN

	Cott Corporation Corporation Cott	  	TMA200922	  	August 2, 1974	  	 




 ALLAN DESIGN

	Cott Corporation Corporation Cott	  	TMA176290	  	May 21, 1971	  	APPIA
	Cott Corporation Corporation Cott	  	TMA874253	  	March 26, 2014	  	AQUAVIT
	Cott Corporation Corporation Cott	  	TMA677482	  	November 22, 2006	  	AQUEL
	DS Waters of America, Inc.	  	TMA679838	  	January 19, 2007	  	ATHENA
	Cliffstar LLC	  	TMA526177	  	March 30, 2000	  	BERRY-DACTYL
	Cott Corporation Corporation Cott	  	TMA318708	  	September 19, 1986	  	BESSEY’S ROYALE
	Cliffstar LLC	  	TMA540303	  	January 25, 2001	  	BREAKWATER
	Cott Corporation Corporation Cott	  	TMA823528	  	May 7, 2012	  	BONE CHILLIN’
	Cott Corporation Corporation Cott	  	TMA314791	  	May 30, 1986	  	CHATEAU
	Cott Corporation Corporation Cott	  	TMA169911	  	July 3, 1970	  	CHATEAU DRY
	Cliffstar LLC	  	TMA831674	  	September 10, 2012	  	CHADWICK BAY
	Cott Corporation Corporation Cott	  	TMA826482	  	June 18, 2012	  	CHIKARA
	Cott Corporation Corporation Cott	  	TMA677662	  	November 27, 2006	  	COLA KICKER









 * * * CONFIDENTIAL * * * 

 


							
	 Owner
	  	 Registration

Number
	  	 Registration

Date
	  	 Trademark

	Cott Corporation Corporation Cott	  	TMA839536	  	January 8, 2013	  	COOL BREEZE
	Cliffstar LLC	  	TMA525950	  	March 28, 2000	  	COOLY-SAURUS
	Cott Corporation Corporation Cott	  	TMA681297	  	February 7, 2007	  	COTT
	Cott Corporation Corporation Cott	  	TMA166849	  	December 12, 1969	  	 




 COTT DESIGN

	Cott Corporation Corporation Cott	  	TMA454922	  	March 1, 1996	  	COTT UP
	Cott Corporation Corporation Cott	  	TMA560006	  	April 9, 2002	  	DAZZLE
	Cott Corporation Corporation Cott	  	TMA183886	  	June 23, 1972	  	DENIS
	Cott Corporation Corporation Cott	  	TMA557585	  	February 7, 2002	  	DRACOLA
	Cott Corporation Corporation Cott	  	TM826481	  	June 18, 2012	  	DRUIDIC
	Cott Corporation Corporation Cott	  	TMA832564	  	September 21, 2012	  	EMERGE
	Cott Corporation Corporation Cott	  	TMA826479	  	June 28, 2012	  	EURO CITRUS
	Cott Corporation Corporation Cott	  	TMA875144	  	April 7, 2014	  	FABFIFTY
	Cott Corporation Corporation Cott	  	TMA316011	  	July 4, 1986	  	FIZZ-UP
	Cott Corporation Corporation Cott	  	TMA498545	  	August 12, 1998	  	FRUIT RIOT
	Cott Corporation Corporation Cott	  	TMA874244	  	March 26, 2014	  	FRUVESCENT
	Cott Corporation Corporation Cott	  	TMA200531	  	July 12, 1974	  	GIGGLE
	Cott Corporation Corporation Cott	  	TMA870118	  	January 29, 2014	  	GOLDEN CROWN
	Cliffstar LLC	  	TMA526176	  	March 30, 2000	  	GRAPE-A-DON
	Cliffstar LLC	  	TMA542773	  	March 21, 2001	  	HARBORSIDE
	Cliffstar LLC	  	TMA528970	  	June 12, 2000	  	HARBOURSIDE
	Cliffstar LLC	  	TMA565471	  	August 2, 2002	  	HARBOURSIDE CAFÉ
	Cott Corporation Corporation Cott	  	TMA601461	  	February 5, 2004	  	HIKO









 * * * CONFIDENTIAL * * * 

 


							
		  		  		  	
	 Owner
	  	 Registration
Number
	  	 Registration

Date
	  	 Trademark

	Cott Corporation Corporation Cott	  	TMA669184	  	August 2, 2006	  	 





	Cott Corporation Corporation Cott	  	TMA738392	  	April 24, 2009	  	INKED
	Cott Corporation Corporation Cott	  	TMA169219	  	May 15, 1970	  	IT’S COTT TO BE GOOD
	Cott Corporation Corporation Cott	  	UCA003822	  	September 7, 1934	  	KIK
	DS Waters of America, Inc.	  	TMA850258	  	May 6, 2013	  	




	Cott Corporation Corporation Cott	  	TMA318709	  	September 19, 1986	  	MY MILKMAN/MON LAITIER
	DS Waters of America, Inc.	  	TMA775702	  	August 27, 2010	  	NURSERY
	Cott Corporation Corporation Cott	  	TMA877479	  	May 8, 2014	  	ORIENT EMPORIUM TEA CO.
	Cott Corporation Corporation Cott	  	TMA826480	  	June 18, 2012	  	OROBUS
	Cott Corporation Corporation Cott	  	TMA515952	  	August 31, 1999	  	PLAYA PUNCH
	Cott Corporation Corporation Cott	  	TMA204387	  	January 10, 1975	  	 




 POP BOTTLE & DESIGN

	Cott Corporation Corporation Cott	  	TMA654659	  	December 8, 2005	  	RED RAIN
	Cott Corporation Corporation Cott	  	TMA297662	  	November 30, 1984	  	ROYAL CREST BEVERAGES
	Cliffstar LLC	  	TMA525800	  	March 27, 2000	  	SABER BLUE TIGER
	Cliffstar LLC	  	TMA527377	  	May 5, 2000	  	SEA WITCH
	DS Waters of America, Inc.	  	TMA451050	  	December 1, 1995	  	SIERRA
	Cliffstar LLC	  	TMA528563	  	May 30, 2000	  	SPOUTIN’ WHALE
	Cliffstar LLC	  	TMA525798	  	March 27, 2000	  	STEGASAURUS
	Cott Corporation Corporation Cott	  	TMA790186	  	February 9, 2011	  	SOCLEAR
	Cott Corporation Corporation Cott	  	TMA861850	  	October 2, 2013	  	SOUTHERN SPLASH
	Cott Corporation Corporation Cott	  	TMA335965	  	December 31, 1987	  	SUN MOUNTAIN









 * * * CONFIDENTIAL * * * 

 


							
	 Owner
	  	 Registration

Number
	  	 Registration

Date
	  	 Trademark

	Cott Corporation Corporation Cott	  	TMA343501	  	August 5, 1988	  	SUN MOUNTAIN SPRINGS & DESIGN
	Cott Corporation Corporation Cott	  	TMA541530	  	February 26, 2001	  	SUPER FRUIT & DESIGN
	Cott Corporation Corporation Cott	  	TMA740094	  	May 13, 2009	  	TATTOO DESIGN
	Cliffstar LLC	  	TMA525804	  	March 27, 2000	  	TRAXX
	Cott Corporation Corporation Cott	  	TMA171028	  	September 4, 1970	  	VERCHERES
	Cott Corporation Corporation Cott	  	TMA845952	  	March 12, 2013	  	VESS
	Cott Corporation Corporation Cott	  	TMA862370	  	October 9, 2013	  	VIT-20
	Cott Corporation Corporation Cott	  	TMA862369	  	October 9, 2013	  	VIT2O & Design
	DS Waters of America, Inc.	  	TMA615540	  	July 22, 2004	  	





 Canadian 

Trademark Applications 
  

							
	 Owner
	  	 Application
Number
	  	 Date
	  	 Trademark

	Cott Corporation Corporation Cott	  	1646837	  	October 8, 2013	  	A BETTER FIT FOR AN ACTIVE LIFE
	Cott Corporation Corporation Cott	  	1611801	  	September 6, 2013	  	AQUA FLOW
	Cott Corporation Corporation Cott	  	1607263	  	September 6, 2013	  	AQUEL
	Cott Corporation Corporation Cott	  	1580754	  	January 11, 2013	  	BLACK NINE
	Cliffstar LLC	  	1588879	  	May 16, 2014	  	CHADWICK BAY
	Cott Corporation Corporation Cott	  	1363038(01)	  	September 6, 2013	  	EMERGE
	Cliffstar LLC	  	1583918	  	August 2, 2013	  	FRUITACCATO
	Cott Corporation Corporation Cott	  	1580755	  	January 25, 2013	  	FIRST TEE
	Cott Corporation Corporation Cott	  	1577567	  	January 25, 2013	  	GOLDEN C
	Cott Corporation Corporation Cott	  	1614943	  	September 20, 2013	  	LEMON BLASTER
	Cott Corporation Corporation Cott	  	1632343	  	May 21, 2014	  	P & PLAY MAKER DESIGN
	Cott Corporation Corporation Cott	  	1613626	  	September 20, 2013	  	PLAY MAKER









 * * * CONFIDENTIAL * * * 

 


							
	 Owner
	  	 Application
Number
	  	 Date
	  	 Trademark

	Cott Corporation Corporation Cott	  	1516119	  	January 11, 2013	  	RED HARD
	Cott Corporation Corporation Cott	  	1624044	  	March 12, 2014	  	SKINNY CAT
	Cott Corporation Corporation Cott	  	1546243	  	September 7, 2012	  	SWOOSH

 United Kingdom 

Trademark Registrations 
  

							
	 Owner
	  	 Registration
Number
	  	 Registration Date
	  	 Trademark

	Cott Beverages Limited	  	2388793	  	07-APR-2005	  	1 ONE FRUIT words and device (series of 4)
	BCB Beverages Limited	  	2153665	  	13-NOV-1998	  	DR LOONY’S BOUNCY BUBBLEGUM
	BCB Beverages Limited	  	2153663	  	13-NOV-1998	  	DR LOONY’S STRAWERRY JELLY
	BCB Beverages Limited	  	2153662	  	13-NOV-1998	  	DR LOONY’S ICE CREAM SODA
	BCB Beverages Limited	  	2115574	  	05-JUNE-1998	  	DR LOONY’S
	BCB Beverages Limited	  	2108880	  	04-APR-1997	  	VIXEN
	BCB Beverages Limited	  	2068275	  	04-JULY-1997	  	DR LOONY’S CHERRY CHOCOLATE DREAM
	BCB Beverages Limited	  	2029496	  	09-APR-1996	  	EDGE
	Cott Beverages Limited	  	580919	  	28-OCT-1937	  	SUNVILL
	Cott Beverages Limited	  	735064	  	15-OCT-1954	  	SUNQUEN
	Cott Beverages Limited	  	893935	  	30-APR-1966	  	SUNSPRING
	Cott Beverages Limited	  	1085655	  	26-OCT-1977	  	BENSADE
	Cott Beverages Limited	  	B1155810	  	16-JUN-1981	  	CARTERS
	Cott Beverages Limited	  	1410043	  	06-DEC-1989	  	Macaw Logo
	Cott Beverages Limited	  	1410044	  	06-DEC-1989	  	MACAW
	Cott Beverages Limited	  	1410045	  	06-DEC-1989	  	MACAW
	Cott Beverages Limited	  	1548609	  	24-SEPT-1993	  	MINERVA
	Cott Beverages Limited	  	1585492	  	12-SEPT-1994	  	COTT RETAIL BRANDS
	Cott Beverages Limited	  	1585494	  	12-SEPT-1994	  	COTT
	Cott Beverages Limited	  	2004126	  	01-DEC-1994	  	CRYSTAL QUARTZ
	Cott Beverages Limited	  	2016370	  	01-APR-1995	  	POP FACTORY
	Cott Beverages Limited	  	2102231	  	08-JUN-1996	  	BEN SHAWS
	Cott Beverages Limited	  	2121072	  	16-JAN-1997	  	CARTERS GOLD
	Cott Beverages Limited	  	2135258	  	07-JUN-1997	  	CARTERS ROYAL
	Cott Beverages Limited	  	2180203	  	21-OCT-1998	  	CONNOISSEUR
	Cott Beverages Limited	  	2189200	  	18-FEB-1999	  	BENJAMIN SHAW
	Cott Beverages Limited	  	2207437	  	02-SEP-1999	  	BULLRING
	Cott Beverages Limited	  	2223475	  	24-FEB-2000	  	cola@cott.uk









 * * * CONFIDENTIAL * * * 

 


							
	 Owner
	  	 Registration
Number
	  	 Registration
Date
	  	 Trademark

	Cott Beverages Limited	  	2224197	  	02-MAR-2000	  	7X
	Cott Beverages Limited	  	2228207	  	04-APR-2000	  	RED ROOSTER
	Cott Beverages Limited	  	2235324	  	08-JUN-2000	  	CARTERS SIMPLY CLEAR
	Cott Beverages Limited	  	2241867	  	07-AUG-2000	  	DR. LOVE DR. HATE
	Cott Beverages Limited	  	2296314	  	25-MAR-2002	  	Macaw Head Logo
	Cott Beverages Limited	  	2296317	  	25-MAR-2002	  	MACAW (stylized)
	Cott Beverages Limited	  	2308918	  	23-AUG-2002	  	IN THE MIX
	Cott Beverages Limited	  	2309729	  	04-SEP-2002	  	JUS DE VIE
	Cott Beverages Limited	  	2322716	  	03-FEB-2003	  	RR Logo
	Cott Beverages Limited	  	2323810	  	14-FEB-2003	  	Drops Logo
	Cott Beverages Limited	  	2323815	  	18-FEB-2003	  	H2 & Apple Device
	Cott Beverages Limited	  	2323816	  	18-FEB-2003	  	H2 & Orange Device
	Cott Beverages Limited	  	2323959	  	17-FEB-2003	  	H2 & Lemon Device
	Cott Beverages Limited	  	2323960	  	17-FEB-2003	  	H2 & Berries Device
	Cott Beverages Limited	  	2323961	  	17-FEB-2003	  	H2 & Raspberries Device
	Cott Beverages Limited	  	2323962	  	17-FEB-2003	  	H2 & Fruit Device
	Cott Beverages Limited	  	2335475	  	21-JUN-2003	  	H2 ORANGE SPORTS DRINK & Device
	Cott Beverages Limited	  	2335476	  	21-JUN-2003	  	H2 GRAPEFRUIT SPORTS DRINK & Device
	Cott Beverages Limited	  	2335477	  	21-JUN-2003	  	H2 LEMON & LIME SPORTS DRINK & Device
	Cott Beverages Limited	  	2350295	  	01-DEC-2003	  	COTT WAIST WATCHERS
	Cott Beverages Limited	  	2355744	  	13-FEB-2004	  	REFRESHMENT ROOSTER
	Cott Beverages Limited	  	2355745	  	13-FEB-2004	  	SPORT ROOSTER
	Cott Beverages Limited	  	2365980	  	17-JUN-2004	  	JUICEFUL
	Cott Beverages Limited	  	2365981	  	17-JUN-2004	  	EMERGE
	Cott Beverages Limited	  	2367778	  	08-JUL-2004	  	ROOSTER ENERGY
	Cott Beverages Limited	  	2367781	  	08-JUL-2004	  	ROOSTER SPORT
	Cott Beverages Limited	  	2381243	  	24-DEC-2004	  	EAU SO CLEANSING
	Cott Beverages Limited	  	2382284	  	24-DEC-2004	  	EAU SO UPLIFTING
	Cott Beverages Limited	  	2382285	  	24-DEC-2004	  	EAU SO SKINNY
	Cott Beverages Limited	  	2382970	  	27-JAN-2005	  	K PLUS
	Cott Beverages Limited	  	2382971	  	27-JAN-2005	  	S PLUS
	Cott Beverages Limited	  	2383853	  	08-FEB-2005	  	EAU SO SLIMMING
	Cott Beverages Limited	  	2436935	  	27-OCT-2006	  	ORIENT EMPORIUM TEA CO
	Cott Beverages Limited	  	2437990	  	09-NOV-2006	  	SOCLEAR SPARKLING WATER & Device
	Cott Beverages Limited	  	2447932	  	27-FEB-2007	  	BARE ALL
	Cott Beverages Limited	  	2453046	  	20-APR-2007	  	BARE ALL Logo
	Cott Beverages Limited	  	2460295	  	04-JUL-2007	  	DRINK A RAINBOW
	Cott Beverages Limited	  	2486529	  	02-MAY-2008	  	THE JUICIER COMPANY
	Cott Beverages Limited	  	2489102	  	03-JUN-2008	  	SO CLEAR ORGANIC & Device









 * * * CONFIDENTIAL * * * 

 


							
	 Owner
	  	 Registration
Number
	  	 Registration
Date
	  	 Trademark

	Cott Beverages Limited	  	2490146	  	16-JUN-2008	  	50 5IFTY logo
	Cott Beverages Limited	  	2490156	  	16-JUN-2008	  	THE JUICIER COMPANY logo
	Cott Beverages Limited	  	2490262	  	17-JUN-2008	  	AMICI
	Cott Beverages Limited	  	2493124	  	18-JUN-2008	  	JUSCI
	Cott Beverages Limited	  	2491260	  	27-JUN-2008	  	SPARKLE & CO
	Cott Beverages Limited	  	2493881	  	29-JUL-2008	  	SO CLOUDY & Device
	Cott Beverages Limited	  	2503383	  	26-NOV-2008	  	RED RAIN
	Cott Beverages Limited	  	2509315	  	23-FEB-2009	  	SLINGSHOT
	Cott Beverages Limited	  	2510656	  	09-MAR-2009	  	RED ROOSTER SUPER CHARGE
	Cott Beverages Limited	  	2530006	  	27-OCT-2009	  	EMERGE ENERGY SHOT
	Cott Beverages Limited	  	2530004	  	27-OCT-2009	  	EMERGE STIMULATION SHOT
	Cott Beverages Limited	  	741803	  	29-APR-1955	  	SUNCHARM
	Cott Private Label Limited	  	1212243	  	07-FEB-1984	  	CARNIVAL
	Cott Private Label Limited	  	1304592	  	20-MAR-1987	  	CARTERS SPLASH
	Cott Private Label Limited	  	B1304593	  	20-MAR-1987	  	CARTERS SUMMERTIME
	Cott Private Label Limited	  	1304594	  	20-MAR-1987	  	CARTERS CLASSIC
	Cott Private Label Limited	  	1304595	  	20-MAR-1987	  	CARTERS S’JOOSEY
	Cott Private Label Limited	  	1372172	  	04-FEB-1989	  	ENGLISH ROYAL
	Cott Private Label Limited	  	1372173	  	04-FEB-1989	  	CARTERS FIVE STAR
	Cott Private Label Limited	  	1389777	  	29-JUN-1989	  	PINACO
	Cott Private Label Limited	  	1443701	  	29-SEP-1990	  	CARTERS
	Cott Private Label Limited	  	1480021	  	19-OCT-1991	  	EXTRATIME
	Cott Private Label Limited	  	1536181	  	18-MAY-1993	  	Carters Soda Label
	Cott Private Label Limited	  	2028345	  	26-JUL-1995	  	Carters CIDER SHANDY Label
	Cott Private Label Limited	  	2115862	  	14-NOV-1996	  	TOP KATS
	Cott Private Label Limited	  	2115866	  	14-NOV-1996	  	HAPPY POPS
	Cott Private Label Limited	  	2118920	  	17-DEC-1996	  	MEGASAURUS
	Cott Private Label Limited	  	2120141	  	07-JAN-1997	  	WAM
	Cott Private Label Limited	  	2120329	  	09-JAN-1997	  	SPOOF
	Cott Private Label Limited	  	2120417	  	10-JAN-1997	  	AXESS
	Cott Private Label Limited	  	2120455	  	10-JAN-1997	  	NEON
	Cott Private Label Limited	  	2120457	  	10-JAN-1997	  	CARTERS SPARKLE
	Cott Private Label Limited	  	2120459	  	10-JAN-1997	  	CARTERS STAR
	Hero Drinks Group (UK) Limited	  	2121068	  	16-JAN-1997	  	JINX
	Cott Private Label Limited	  	2134052	  	28-MAY-1997	  	WIDE EYE
	Cott Private Label Limited	  	2135774	  	13-JUN-1997	  	SPORTADE
	Cott Private Label Limited	  	2142823	  	23-AUG-1997	  	POP MAGIC & Device
	Cott Private Label Limited	  	2142826	  	23-AUG-1997	  	Wizard Device
	Sangs (Banff) Limited	  	2515066	  	01-May-2009	  	DEVERON SPRINGS
	Sangs (Banff) Limited	  	2151248	  	19-Nov-1997	  	DEVERON VALLEY SPRING









 * * * CONFIDENTIAL * * * 

 


							
	 Owner
	  	 Registration
Number
	  	 Registration Date
	  	 Trademark

	Cott Beverages Limited	  	3013551	  	11-July-2013	  	EDGE Logo (Series of two)
	Cott Beverages Limited	  	2575973	  	21-Mar-2011	  	EMERGE & Shattered device in b/w and in colour (series of 2)
	Cott Beverages Limited	  	3034614	  	12-Dec-2013	  	EMERGE DUAL logo (series of 2)
	Cott Beverages Limited	  	3034616	  	12-Dec-2013	  	EMERGE DUAL
	Cott Beverages Limited	  	3016344	  	01-Aug-2013	  	EMERGE MIST logo (series of two)
	Cott Beverages Limited	  	2545310	  	20-Apr-2010	  	FRENZY
	Sangs (Banff) Limited	  	2515118	  	05-May-2009	  	FRUIT TWIST
	Cott Beverages Limited	  	2545069	  	19-APR-2010	  	GETTING YOU THROUGH IT
	Hero AG	  	2120482	  	11-JAN-1997	  	HERO JOOCE
	Hero	  	2011175	  	15-FEB-1995	  	HERO LITE
	Cott Beverages Limited	  	2627649	  	10-JULY-2012	  	LIQUID MAGMA
	Sangs (Banff) Limited	  	2515034	  	01-MAY-2009	  	MacB FUITY DELIGHT words in upper and lower case
	Cott Beverages Limited	  	2627650	  	10-JULY-2012	  	MEGA MAGMA
	Sangs (Banff) Limited	  	2515032	  	01-MAY-2009	  	MORAY CUP words
	Cott UK Limited	  	2136810	  	27-JUNE-1997	  	QUARTZ word
	Cott Beverages Limited	  	2629252	  	24-JULY-2012	  	ROOSTERADE
	Sangs (Banff) Limited	  	867709	  	05-AUG-1964	  	SANGS MORAY CUP label
	Sangs (Banff) Limited	  	2100219	  	09-MAY-1996	  	Sangs Sangs-MacB (words and device)
	Sangs (Banff) Limited	  	2515068	  	01-MAY-2009	  	SANGS
	Crystal Drinks (UK) Limited	  	1215900	  	31-MAR-1984	  	Solripe (logo)
	Sangs (Banff) Limited	  	2515026	  	01-MAY-2009	  	SOLRIPE
	Cott Beverages Limited	  	2588067	  	15-JULY-2011	  	VESS
	Cott UK Limited	  	2137452	  	30-JUNE-1997	  	WORK HARD, PLAY HARD, DRINK QUARTZ
	Cott Beverages Inc./Royal Crown International Division	  	914292	  	12-Feb-1969	  	ROYAL CROWN
	Cott Beverages Inc./Royal Crown International Division	  	2015636	  	03-Mar-2000	  	ROYAL CROWN COLA RC COLA (Stylized)
	Cott Beverages Inc./Royal Crown International Division	  	2034480	  	06-Dec-1996	  	ROYAL CROWN DRAFT
	Cott Beverages Inc./Royal Crown International Division	  	826230	  	09-Jan-1963	  	ROYAL CROWN COLA
	Cott Beverages Inc./Royal Crown International Division	  	2069562	  	01-Nov-1996	  	HEAD KICK









 * * * CONFIDENTIAL * * * 

 

 International 

Trademark Registrations 
  

									
	 Country
	  	 Owner
	  	Registration
Number	  	 Date
	  	 Trademark

	Afghanistan	  	Cott Beverages Inc./Royal Crown International Division	  	1199	  	15-Dec-1967	  	ROYAL CROWN
	Afghanistan	  	Cott Beverages Inc./Royal Crown International Division	  	1200	  	15-Dec-1967	  	RC
	Albania	  	Cott Beverages Inc.	  	12016	  	07-Nov-2008	  	ORIENT EMPORIUM TEA CO.
	Albania	  	Cott Beverages Inc./Royal Crown International Division	  	5010	  	13-Nov-1992	  	ROYAL CROWN
	Albania	  	Cott Beverages Inc./Royal Crown International Division	  	5009	  	13-Nov-1992	  	RC
	Albania	  	Cott Beverages Inc./Royal Crown International Division	  	11023	  	20-Feb-2007	  	ROYAL CROWN
	Albania	  	Cott Beverages Inc./Royal Crown International Division	  	11024	  	20-Feb-2007	  	RED RAIN
	Albania	  	Cott Beverages Limited	  	941160	  	2-Oct-2007	  	ORIENT EMPORIUM TEA CO
	Algeria	  	Cott Beverages Inc./Royal Crown International Division	  	61881	  	27-Nov-1991	  	ROYAL CROWN
	Algeria	  	Cott Beverages Inc./Royal Crown International Division	  	61880	  	27-Nov-1991	  	RC
	Argentina	  	Cott Beverages Inc./Royal Crown International Division	  	2634812	  	31-May-1993	  	ROYAL CROWN
	Argentina	  	Cott Beverages Inc./Royal Crown International Division	  	2284008	  	28-Apr-2009	  	ORIENT EMPORIUM TEA CO.
	Argentina	  	Cott Beverages Inc./Royal Crown International Division	  	2116557	  	26-Sept-2006	  	DIET-RITE









 * * * CONFIDENTIAL * * * 

 


									
	 Country
	  	 Owner
	  	Registration
Number	  	 Date
	  	 Trademark

	Argentina	  	Cott Beverages Inc./Royal Crown International Division	  	2284795	  	28-Apr-2009	  	RED RAIN
	Argentina	  	DS Waters of America, Inc.	  	2223926	  	10-Apr-08	  	NURSERY
	Armenia	  	Cott Beverages Inc./Royal Crown International Division	  	11508	  	06-Mar-2007	  	ROYAL CROWN COLA & RC Design
	Armenia	  	Cott Beverages Inc./Royal Crown International Division	  	2430	  	14-Oct-1997	  	ROYAL CROWN
	Armenia	  	Cott Beverages Inc./Royal Crown International Division	  	2988	  	31-Mar-1998	  	ROYAL CROWN COLA RC COLA & Design
	Aruba	  	Cott Beverages Inc./Royal Crown International Division	  	28567	  	28-Apr-2010	  	RCQ
	Aruba	  	Cott Beverages Inc./Royal Crown International Division	  	28571	  	28-Apr-2010	  	RC
	Aruba	  	Cott Beverages Inc./Royal Crown International Division	  	28570	  	28-Apr-2010	  	DIET UPPER 10
	Aruba	  	Cott Beverages Inc./Royal Crown International Division	  	28569	  	28-Apr-2010	  	UPPER 10
	Aruba	  	Cott Beverages Inc./Royal Crown International Division	  	28600	  	18-Mar-2010	  	ROYAL CROWN
	Aruba	  	Cott Beverages Inc./Royal Crown International Division	  	28568	  	28-Apr-2010	  	RC ZERO
	Australia	  	Cott Beverages Inc./Royal Crown International Division	  	789019	  	22-Mar-1999	  	RC EDGE
	Australia	  	Cott Beverages Inc./Royal Crown International Division	  	1139904	  	09-Oct-2006	  	RC & Design
	Australia	  	Cott Beverages Inc./Royal Crown International Division	  	673324	  	09-May-1997	  	ROYAL CROWN
	Australia	  	Cott Beverages Inc./Royal Crown International Division	  	750239	  	07-Mar-2001	  	ROYAL CROWN DRAFT
	Australia	  	DS Waters of America, Inc.	  	1191863	  	8-Aug-07	  	NURSERY









 * * * CONFIDENTIAL * * * 

 


									
	 Country
	  	 Owner
	  	Registration
Number	  	 Date
	  	 Trademark

	Austria	  	Cott Beverages Inc./Royal Crown International Division	  	101426	  	21-Dec-1992	  	ROYAL CROWN
	Austria	  	Cott Beverages Inc./Royal Crown International Division	  	101748	  	27-Jan-1983	  	DIET-RITE
	Azerbaijan	  	Cott Beverages Inc./Royal Crown International Division	  	980658	  	15-Apr-1998	  	ROYAL CROWN
	Azerbaijan	  	Cott Beverages Inc./Royal Crown International Division	  	20050476	  	07-Jul-2005	  	RC
	Bahamas	  	Cott Beverages Inc./Royal Crown International Division	  	28984	  	07-Apr-2010	  	ROYAL CROWN COLA & RC Design
	Bahamas	  	Cott Beverages Inc./Royal Crown International Division	  	22397	  	09-Jan-2004	  	RC
	Bahamas	  	Cott Beverages Inc./Royal Crown International Division	  	4369	  	10-Dec-1964	  	DIET-RITE
	Bahamas	  	Cott Beverages Inc./Royal Crown International Division	  	3988	  	23-Jul-1963	  	ROYAL CROWN
	Bahamas	  	Cott Beverages Inc./Royal Crown International Division	  	3987	  	23-Jul-1963	  	ROYAL CROWN
	Bahrain	  	Cott Beverages Inc./Royal Crown International Division	  	TM2081	  	18-Sep-1967	  	ROYAL CROWN COLA
	Bahrain	  	Cott Beverages Inc./Royal Crown International Division	  	TM21444	  	25-Dec-1996	  	RC
	Bahrain	  	Cott Beverages Inc./Royal Crown International Division	  	33397	  	19-Jun-2003	  	COTT
	Bangladesh	  	Cott Beverages Inc./Royal Crown International Division	  	79300	  	15-Mar-2003	  	RCQ
	Bangladesh	  	Cott Beverages Inc./Royal Crown International Division	  	25827	  	27-Nov-2002	  	ROYAL CROWN
	Barbados	  	Cott Beverages Inc./Royal Crown International Division	  	81805	  	30-Sep-1986	  	ROYAL CROWN
	Barbados	  	Cott Beverages Inc./Royal Crown International Division	  	815413	  	27-Oct-1965	  	DIET RITE









 * * * CONFIDENTIAL * * * 

 


									
	 Country
	  	 Owner
	  	Registration
Number	  	 Date
	  	 Trademark

	Belarus	  	Cott Beverages Inc./Royal Crown International Division	  	5913	  	13-Mar-1997	  	ROYAL CROWN
	Belarus	  	Cott Beverages Inc./Royal Crown International Division	  	23324	  	28-Jul-2006	  	RC
	Belarus	  	Cott Beverages Inc./Royal Crown International Division	  	42020	  	22-Dec-2012	  	RC LIGHT
	Benelux	  	Cott Beverages Inc./Royal Crown International Division	  	65287	  	12-Oct-1966	  	ROYAL CROWN
	Benelux	  	Cott Beverages Inc./Royal Crown International Division	  	52116	  	12-Oct-1973	  	DIET-RITE
	Benelux	  	Cott Beverages Inc./Royal Crown International Division	  	65286	  	12-Oct-1977	  	RC
	Benelux	  	Cott Corporation	  	581344	  	14-Nov-1995	  	COTT
	Benelux	  	Cott Beverages Limited	  	996972	  	05-Aug-2010	  	EMERGE
	Benelux	  	Cott Beverages Limited	  	1175565	  	11-May-2009	  	50 5IFTY
	Benelux	  	Cott Beverages Limited	  	1183872	  	10-Sep-2009	  	CARTERS STAR
	Benelux	  	Cott Beverages Limited	  	1183871	  	10-Sep-2009	  	CARTERS
	Benelux	  	Hero Drinks Group (UK) Limited	  	607788	  	17-Mar-1997	  	SPOOF
	Bolivia	  	Cott Beverages Inc./Royal Crown International Division	  	71441C	  	10-Mar-1999	  	RC
	Bolivia	  	Cott Beverages Inc./Royal Crown International Division	  	51900A	  	11-Apr-1977	  	ROYAL CROWN
	Bolivia	  	Cott Beverages Inc./Royal Crown International Division	  	C78604	  	15-May-2000	  	KICK
	Bolivia	  	Cott Beverages Inc./Royal Crown International Division	  	114840C	  	09-Apr-2007	  	ROYAL CROWN COLA & RC Design
	Bolivia	  	DS Waters of America, Inc.	  	112049	  	19-Dec-07	  	NURSERY
	Bosnia and Herzegovina	  	Cott Beverages Inc./Royal Crown International Division	  	BAZ047493	  	16-Dec-2008	  	ROYAL CROWN
	Bosnia and Herzegovina	  	Cott Beverages Inc./Royal Crown International Division	  	BAZ047494	  	04-Dec-2008	  	RC
	Bosnia and Herzegovina	  	Cott Beverages Inc./Royal Crown International Division	  	BAZ047495	  	16-Dec-2008	  	RCQ









 * * * CONFIDENTIAL * * * 

 


									
	 Country
	  	 Owner
	  	Registration
Number	  	 Date
	  	 Trademark

	Bosnia and Herzegovina	  	Cott Beverages Inc./Royal Crown International Division	  	BAZ069870	  	02-Apr-2010	  	ROYAL CROWN
	Bosnia and Herzegovina	  	Cott Beverages Inc./Royal Crown International Division	  	BAZ069869	  	05-Apr-2010	  	RED RAIN
	Botswana	  	Cott Beverages Inc./Royal Crown International Division	  	UK863	  	12-Sep-1988	  	ROYAL CROWN
	Botswana	  	Cott Beverages Inc./Royal Crown International Division	  	SA4434	  	06-Apr-1976	  	RC
	Brazil	  	Cott Beverages Inc.	  	818341289	  	04-Nov-1997	  	STARS & STRIPES
	Brazil	  	Cott Beverages Inc./Royal Crown International Division	  	7041292	  	25-Dec-1979	  	ROYAL COLA
	Brazil	  	Cott Beverages Inc./Royal Crown International Division	  	819415855	  	25-Dec-1979	  	RC
	Brazil	  	Cott Beverages Inc./Royal Crown International Division	  	818909340	  	01-Sep-1998	  	ROYAL CROWN
	Brazil	  	Cott Beverages Inc./Royal Crown International Division	  	821568051	  	15-Oct-2002	  	RC EDGE
	Brazil	  	Cott Beverages Inc./Royal Crown International Division	  	829520597	  	04-Oct-2011	  	RC LIGHT
	Brazil	  	Cott Beverages Inc./Royal Crown International Division	  	829707182	  	07-May-2008	  	RED RAIN
	Brazil	  	Cott Beverages Inc./Royal Crown International Division	  	828490333	  	17-Nov-2009	  	RC & Design
	Brazil	  	Cott Beverages Inc./Royal Crown International Division	  	830357815	  	30-Jul-2009	  	RC ZERO
	Brazil	  	Cott Beverages Inc./Royal Crown International Division	  	830633740	  	11-Jun-2013	  	RCQ
	Brazil	  	DS Waters of America, Inc.	  	829286179	  	21-Jun-11	  	NURSERY
	Brazil	  	DS Waters of America, Inc.	  	824981863	  	03-Jul-2007	  	




	Brunei Darussalam	  	Cott Beverages Inc./Royal Crown International Division	  	16187	  	03-Nov-1990	  	ROYAL CROWN









 * * * CONFIDENTIAL * * * 

 


									
	 Country
	  	 Owner
	  	Registration
Number	  	 Date
	  	 Trademark

	Brunei Darussalam	  	Cott Beverages Inc./Royal Crown International Division	  	16249	  	22-Dec-1990	  	RC
	Bulgaria	  	Cott Beverages Inc./Royal Crown International Division	  	20955	  	06-Jul-1993	  	RC
	Bulgaria	  	Cott Beverages Inc./Royal Crown International Division	  	20515	  	01-Jun-1993	  	ROYAL CROWN
	Bulgaria	  	Cott Beverages Inc./Royal Crown International Division	  	20956	  	06-Jul-1993	  	UPPER 10
	Cambodia	  	Cott Beverages Inc./Royal Crown International Division	  	1727103	  	08-Jan-2003	  	RC
	Cambodia	  	Cott Beverages Inc./Royal Crown International Division	  	1756203	  	25-Feb-2003	  	ROYAL CROWN
	Caribbean Netherlands(Bonaire, St Eustatius, Saba)	  	Cott Beverages Inc./Royal Crown International Division	  	05481	  	24-May-2012	  	RC
	Chile	  	Cott Beverages Inc.	  	793204	  	31-Jan-1997	  	STARS & STRIPES
	Chile	  	Cott Beverages Inc./Royal Crown International Division	  	996475	  	22-Oct-2012	  	COTT RAIN & Design
	Chile	  	Cott Beverages Inc./Royal Crown International Division	  	951553	  	31-May-2012	  	ROYAL CROWN BAM
	Chile	  	Cott Beverages Inc./Royal Crown International Division	  	951552	  	31-May-2012	  	ROYAL CROWN RAIN
	Chile	  	Cott Beverages Inc./Royal Crown International Division	  	918473	  	21-Mar-2011	  	RC LIGHT
	Chile	  	Cott Beverages Inc./Royal Crown International Division	  	904620	  	09-Dec-2010	  	RCQ SUN
	Chile	  	Cott Beverages Inc./Royal Crown International Division	  	904619	  	09-Dec-2010	  	RCQ TROPICAL
	Chile	  	Cott Beverages Inc./Royal Crown International Division	  	904621	  	09-Dec-2010	  	RCQ FANTASY
	Chile	  	Cott Beverages Inc./Royal Crown International Division	  	918472	  	18-May-2011	  	RC ZERO









 * * * CONFIDENTIAL * * * 

 


									
	 Country
	  	 Owner
	  	Registration
Number	  	 Date
	  	 Trademark

	Chile	  	Cott Beverages Inc./Royal Crown International Division	  	761414	  	29-Jun-2006	  	RCQ (Stylized)
	Chile	  	Cott Beverages Inc./Royal Crown International Division	  	743916	  	26-Dec-2005	  	ROYAL CROWN COLA & RC Design
	Chile	  	Cott Beverages Inc./Royal Crown International Division	  	724464	  	15-Jan-1985	  	DIET-RITE
	Chile	  	Cott Beverages Inc./Royal Crown International Division	  	1044927	  	03-Mar-1942	  	ROYAL CROWN
	Chile	  	DS Waters of America, Inc.	  	803217	  	7-Dec-07	  	NURSERY
	China	  	DS Waters of America, Inc.	  	6237616	  	28-Jan-10	  	NURSERY
	China	  	DS Waters of America, Inc.	  	3341669	  	28-Jan-2010	  	



2
	China (People’s Republic)	  	Cott Beverages Inc.	  	6633362	  	28-Mar-2010	  	BARE ALL
	China (People’s Republic)	  	Cott Beverages Inc.	  	5925195	  	28-Nov-2009	  	GL-FIT
	China (People’s Republic)	  	Cott Beverages Inc./Royal Crown International Division	  	1289576	  	28-Jun-1999	  	ROYAL CROWN (Chinese Characters - Huang Quan)
	China (People’s Republic)	  	Cott Beverages Inc./Royal Crown International Division	  	166071	  	30-Nov-1982	  	ROYAL CROWN COLA RC (Stylized)
	China (People’s Republic)	  	Cott Beverages Inc./Royal Crown International Division	  	732001	  	28-Feb-1995	  	RC & Design
	China (People’s Republic)	  	Cott Beverages Inc./Royal Crown International Division	  	262288	  	10-Sep-1986	  	UPPER 10
	China (People’s Republic)	  	Cott Beverages Inc./Royal Crown International Division	  	166070	  	30-Nov-1982	  	ROYAL CROWN
	China (People’s Republic)	  	Cott Beverages Inc./Royal Crown International Division	  	5925194	  	28-Nov-2009	  	RCQ
	China (People’s Republic)	  	Cott Beverages Inc./Royal Crown International Division	  	4514356	  	14-Nov-2007	  	ROYAL CROWN COLA & RC Design

  

	2 	Registration not identified in independent foreign trademark database search. 









 * * * CONFIDENTIAL * * * 

 


									
	 Country
	  	 Owner
	  	Registration
Number	  	 Date
	  	 Trademark

	China (People’s Republic)	  	Cott Beverages Inc./Royal Crown International Division	  	6606264	  	28-Mar-2010	  	RED ROOSTER
	China (People’s Republic)	  	Cott Beverages Inc./Royal Crown International Division	  	1955876	  	28-Oct-2002	  	KICK
	China (People’s Republic)	  	Cott Beverages Inc./Royal Crown International Division	  	166072	  	30-Nov-1982	  	DIET RITE
	China (People’s Republic)	  	Cott Beverages Inc./Royal Crown International Division	  	725534	  	21-Jan-1995	  	ROYAL CROWN (Outlined Chinese Characters)
	China (People’s Republic)	  	Cott Beverages Inc./Royal Crown International Division	  	6726412	  	07-Apr-2010	  	RC & Design (color)
	China (People’s Republic)	  	Cott Beverages Inc./Royal Crown International Division	  	5491798	  	07-Jun-2009	  	COTT
	China (People’s Republic)	  	Cott Beverages Inc./Royal Crown International Division	  	6176650	  	21-Mar-2010	  	COTT (in Chinese)
	China (People’s Republic)	  	Cott Beverages Inc./Royal Crown International Division	  	5491797	  	21-Nov-2009	  	COTT
	China (People’s Republic)	  	Cott Beverages Inc./Royal Crown International Division	  	6176649	  	14-Jan-2010	  	COTT (in Chinese)
	Colombia	  	Cott Beverages Inc.	  	405439	  	30-Jul-2010	  	ORIENT EMPORIUM TEA CO.
	Colombia	  	Cliffstar LLC	  	454463	  	28-Jun-2012	  	GOLDEN CROWN
	Colombia	  	Cott Beverages Inc./Royal Crown International Division	  	457253	  	24-Aug-2012	  	COTT RAIN
	Colombia	  	Cott Beverages Inc./Royal Crown International Division	  	454408	  	27-Jun-2012	  	ROYAL CROWN RAIN
	Colombia	  	Cott Beverages Inc./Royal Crown International Division	  	448464	  	18-Apr-2012	  	ROYAL CROWN BAM
	Colombia	  	Cott Beverages Inc./Royal Crown International Division	  	442961	  	29-Feb-2012	  	RED RAIN
	Colombia	  	Cott Beverages Inc./Royal Crown International Division	  	92841	  	26-Jun-1978	  	ROYAL CROWN









 * * * CONFIDENTIAL * * * 

 


									
	 Country
	  	 Owner
	  	Registration
Number	  	 Date
	  	 Trademark

	Colombia	  	Cott Beverages Inc./Royal Crown International Division	  	172327	  	26-Jan-1995	  	RC
	Columbia	  	DS Waters of America, Inc.	  	345609	  	27-Nov-07	  	NURSERY
	Congo, Republic of	  	Cott Beverages Inc./Royal Crown International Division	  	3632C	  	28-Aug-1987	  	RC
	Congo, Republic of	  	Cott Beverages Inc./Royal Crown International Division	  	3633C	  	28-Aug-1987	  	ROYAL CROWN
	Costa Rica	  	DS Waters of America, Inc.	  	174231	  	08-May-2008	  	NURSERY
	Costa Rica	  	Cott Beverages Inc./Royal Crown International Division	  	75945	  	26-Jun-1991	  	ROYAL CROWN
	Costa Rica	  	Cott Beverages Inc./Royal Crown International Division	  	28806	  	06-Nov-1990	  	RC (Stylized)
	Costa Rica	  	Cott Beverages Inc./Royal Crown International Division	  	207003	  	04-Feb-2011	  	RC
	Costa Rica	  	Cott Beverages Inc./Royal Crown International Division	  	230218	  	30-Sep-2013	  	RC LIGHT
	Costa Rica	  	Cott Beverages Inc./Royal Crown International Division	  	230220	  	30-Sep-2013	  	RCQ
	Croatia	  	Cott Beverages Inc./Royal Crown International Division	  	Z20040208	  	10-Feb-2004	  	RC
	Croatia	  	Cott Beverages Inc./Royal Crown International Division	  	Z20040209	  	10-Feb-2004	  	RCQ
	Croatia	  	Cott Beverages Inc./Royal Crown International Division	  	Z20041531	  	04-Oct-2004	  	RCQ (Stylized)
	Croatia	  	Cott Beverages Inc./Royal Crown International Division	  	Z20060595	  	11-Dec-2006	  	ROYAL CROWN
	Croatia	  	Cott Beverages Inc./Royal Crown International Division	  	Z20060594	  	11-Dec-2006	  	RED RAIN
	Croatia	  	Cott Beverages Inc./Royal Crown International Division	  	Z941764	  	16-May-1996	  	ROYAL CROWN









 * * * CONFIDENTIAL * * * 

 


									
	 Country
	  	 Owner
	  	Registration
Number	  	 Date
	  	 Trademark

	Cuba	  	Cott Beverages Inc./Royal Crown International Division	  	115017	  	20-Jul-1984	  	ROYAL CROWN COLA RC (Stylized)
	Curacao	  	Cott Beverages Inc./Royal Crown International Division	  	4906	  	28-Apr-2012	  	RC
	Cyprus, Republic of	  	Cott Beverages Inc./Royal Crown International Division	  	10554	  	03-May-1967	  	RC & Design
	Cyprus, Republic of	  	Cott Beverages Inc./Royal Crown International Division	  	10552	  	03-May-1967	  	ROYAL CROWN (English & Greek Characters)
	Czech Republic	  	Cott Beverages Inc./Royal Crown International Division	  	211950	  	25-Aug-1998	  	KICK
	Czech Republic	  	Cott Beverages Inc./Royal Crown International Division	  	164169	  	17-Sep-1979	  	RC
	Czech Republic	  	Cott Beverages Inc./Royal Crown International Division	  	221169	  	22-Nov-1999	  	ROYAL CROWN
	Czech Republic	  	Cott Beverages Limited	  	996972	  	11-Mar-2009	  	EMERGE
	Czech Republic	  	Cott Beverages Limited	  	467589	  	27-Apr-2009	  	U FORCE device
	Denmark	  	Cott Beverages Inc./Royal Crown International Division	  	VR197000734	  	20-Feb-1970	  	ROYAL CROWN
	Denmark	  	Cott Beverages Inc./Royal Crown International Division	  	VR197000737	  	20-Feb-1970	  	DIET-RITE
	Denmark	  	Cott Beverages Limited	  	996972	  	23-Apr-2010	  	EMERGE
	Dominican Republic	  	Cliffstar LLC	  	198911	  	31-Oct-2012	  	GOLDEN CROWN
	Dominican Republic	  	Cott Beverages Inc./Royal Crown International Division	  	17477	  	24-Apr-1969	  	RC
	Dominican Republic	  	Cott Beverages Inc./Royal Crown International Division	  	17481	  	24-Apr-1969	  	UPPER 10
	Dominican Republic	  	Cott Beverages Inc./Royal Crown International Division	  	17480	  	24-Apr-1969	  	ROYAL CROWN
	Dominican Republic	  	Cott Beverages Inc./Royal Crown International Division	  	153474	  	17-Mar-2006	  	ROYAL CROWN COLA & RC Design
	Ecuador	  	Cott Beverages Inc./Royal Crown International Division	  	2573	  	27-Mar-1942	  	ROYAL CROWN









 * * * CONFIDENTIAL * * * 

 


									
	 Country
	  	 Owner
	  	Registration
Number	  	 Date
	  	 Trademark

	Ecuador	  	Cott Beverages Inc./Royal Crown International Division	  	110	  	17-Apr-1973	  	RC
	Ecuador	  	Cott Beverages Inc./Royal Crown International Division	  	428495	  	18-Dec-1995	  	DIET-RITE
	Ecuador	  	Cott Beverages Inc./Royal Crown International Division	  	262912	  	06-Feb-2012	  	RCQ
	Egypt	  	Cott Beverages Inc./Royal Crown International Division	  	90789	  	04-Dec-1997	  	ROYAL CROWN (Stylized English & Arabic Characters)
	Egypt	  	Cott Beverages Inc./Royal Crown International Division	  	43700	  	15-Sep-1968	  	RC
	Egypt	  	Cott Beverages Inc./Royal Crown International Division	  	43701	  	15-Sep-1968	  	ROYAL CROWN
	El Salvador	  	DS Waters of America, Inc.	  	110121	  	08-JAN-2009	  	NURSERY
	El Salvador	  	Cott Beverages Inc./Royal Crown International Division	  	127 book 100	  	30-Jan-2008	  	ROYAL CROWN COLA RC & Design
	Estonia	  	Cott Beverages Inc./Royal Crown International Division	  	44958	  	21-Apr-2008	  	RC & Design
	Estonia	  	Cott Beverages Inc./Royal Crown International Division	  	29909	  	13-Dec-1999	  	KICK
	Estonia	  	Cott Beverages Inc./Royal Crown International Division	  	19289	  	19-Apr-1996	  	ROYAL CROWN
	Ethiopia	  	Cott Beverages Inc./Royal Crown International Division	  	3035	  	22-Jul-1999	  	RC
	Ethiopia	  	Cott Beverages Inc./Royal Crown International Division	  	3034	  	22-Jul-1999	  	ROYAL CROWN
	European Community	  	Cott Beverages Inc./Royal Crown International Division	  	1393701	  	26-Feb-01	  	RC EDGE
	European Community	  	Cott Beverages Inc./Royal Crown International Division	  	576041	  	17-NOV-1998	  	HEAD KICK
	European Community	  	Cott Beverages Inc./Royal Crown International Division	  	8673162	  	19-May-2010	  	UPPER 10









 * * * CONFIDENTIAL * * * 

 


									
	 Country
	  	 Owner
	  	Registration
Number	  	 Date
	  	 Trademark

	European Community	  	Cott Beverages Inc./Royal Crown International Division	  	8774119	  	15-Jun-2010	  	RC LIGHT
	European Community	  	Cott Beverages Inc./Royal Crown International Division	  	4338067	  	19-JUN-2006	  	RC
	European Community	  	Cott Beverages Inc./Royal Crown International Division	  	4338075	  	29-May-2008	  	ROYAL CROWN
	European Community	  	Cott Beverages Inc./Royal Crown International Division	  	4380143	  	25-Apr-2006	  	RC & Design
	European Community	  	Cott Beverages Inc./Royal Crown International Division	  	4436473	  	10-May-2007	  	DIET RITE
	European Community	  	Cott Beverages Inc./Royal Crown International Division	  	4436481	  	24-May-2006	  	RCQ
	European Community	  	DS Waters of America, Inc.	  	2628451	  	30-Aug-2004	  	




	European Community	  	DS Waters of America, Inc.	  	1814110	  	19-Dec-2001	  	
	European Union	  	Cott Beverages Limited	  	6198949	  	25-July-2008	  	ALL AND NOTHING
	European Union	  	Cott Beverages Limited	  	5847629	  	13-Mar-2008	  	




	European Union	  	Cott Beverages Limited	  	5801105	  	17-Apr-2008	  	BARE ALL
	European Union	  	Sangs (Banff) Limmited	  	8271132	  	22-Nov-2009	  	













 * * * CONFIDENTIAL * * * 

 


									
	 Country
	  	 Owner
	  	Registration
Number	  	 Date
	  	 Trademark

	European Union	  	Cott Beverages Limited	  	2655900	  	14-Aug-2003	  	




	European Union	  	Cott Beverages Limited	  	1211010	  	12-Sept-2000	  	BEN SHAWS
	European Union	  	Cott Beverages Limited	  	9017121	  	24-Aug-2010	  	CARTER
	European Union	  	Cott Beverages Limited	  	8932932	  	5-Oct-2010	  	COTT
	European Union	  	Cott Beverages Limited	  	6790158	  	13-Dec-2008	  	




	European Union	  	Cott Beverages Limited	  	6021687	  	22-May-2008	  	GL-7
	European Union	  	Sangs (Banff) Limited	  	8271199	  	21-Oct-2009	  	JETPOP
	European Union	  	Cott Beverages Limited	  	9017195	  	27-Sept-2010	  	JUICEFUL
	European Union	  	Cott Beverages Limited	  	2655892	  	26-Sept-2003	  	MACAW
	European Union	  	Sangs (Banff) Limited	  	8270944	  	21-Oct-2009	  	MacB
	European Union	  	Cott Beverages Limited	  	6164297	  	11-Sept-2008	  	No Can’t Do
	European Union	  	Cott Beverages Limited	  	5934435	  	25-Apr-2008	  	ORIENT EMPORIUM TEA CO
	European Union	  	Cott Beverages Limited	  	8500084	  	27-Jan-2010	  	RED RAIN
	European Union	  	Cott Beverages Limited	  	8385262	  	12-Jan-2010	  	RED ROOSTER ENERGY SHOT
	European Union	  	Cott Beverages Limited	  	3033172	  	20-Dec-2004	  	RED ROOSTER
	European Union	  	Suso Drinks Limited	  	9793217	  	18-Aug-2011	  	STAND UP. STAND OUT.
	European Union	  	Cott Beverages Limited	  	7548662	  	20-Apr-2011	  	SUSO
	European Union	  	Cott Beverages Limited	  	5246723	  	20-May-2009	  	SUSO
	European Union	  	Cott Beverages Limited	  	6928584	  	9-June-2009	  	SUSOLOGY
	European Union	  	Cott Beverages Limited	  	8387334	  	12-Jan-2010	  	




	Fiji	  	Cott Beverages Inc./Royal Crown International Division	  	3970	  	11-Oct-1961	  	ROYAL CROWN COLA









 * * * CONFIDENTIAL * * * 

 


									
	 Country
	  	 Owner
	  	Registration
Number	  	 Date
	  	 Trademark

	Finland	  	Cott Beverages Inc./Royal Crown International Division	  	58291	  	21-Apr-1971	  	DIET RITE
	Finland	  	Cott Beverages Inc./Royal Crown International Division	  	57662	  	09-Nov-1970	  	ROYAL CROWN
	France	  	Cott Beverages Inc./Royal Crown International Division	  	1470582	  	26-Jul-1968	  	ROYAL CROWN
	France	  	Cott Beverages Inc./Royal Crown International Division	  	1470581	  	26-Jul-1968	  	RC
	France	  	Cott Beverages Inc./Royal Crown International Division	  	95593742	  	23-Oct-1995	  	ROYAL CROWN DRAFT
	France	  	Cott Beverages Limited	  	093659405	  	23-June-2009	  	CARTERS STAR
	France	  	Cott Beverages Limited	  	093654844	  	04-June-2009	  	CARTERS
	France	  	Cott Beverages Limited	  	996972	  		  	EMERGE
	France	  	Cott Beverages Limited	  	93640210	  	30-Mar-2009	  	RED RAIN
	Gaza District	  	Cott Beverages Inc./Royal Crown International Division	  	3322	  	14-Sep-1996	  	RC
	Gaza District	  	Cott Beverages Inc./Royal Crown International Division	  	3321	  	14-Sep-1996	  	ROYAL CROWN
	Gaza District	  	Cott Beverages Inc./Royal Crown International Division	  	13517	  	06-Jul-2009	  	Tattoo Logo
	Gaza District	  	Cott Beverages Inc./Royal Crown International Division	  	5860	  	30-Jan-2000	  	ROYAL CROWN COLA & RC Design (in English) (Label in color)
	Gaza District	  	Cott Beverages Inc./Royal Crown International Division	  	5859	  	30-Jan-2000	  	ROYAL CROWN COLA & RC Design (in Arabic) (Label in color)
	Georgia	  	Cott Beverages Inc./Royal Crown International Division	  	4362	  	17-Jan-1997	  	ROYAL CROWN
	Georgia	  	Cott Beverages Inc./Royal Crown International Division	  	4361	  	16-Jan-1997	  	ROYAL CROWN COLA RC (Stylized)
	Germany	  	Cott Beverages Inc./Royal Crown International Division	  	39510662	  	05-Dec-1995	  	ROYAL CROWN COLA RC COLA (Stylized)
	Germany	  	Cott Beverages Inc./Royal Crown International Division	  	39539153	  	12-Feb-1996	  	ROYAL CROWN DRAFT









 * * * CONFIDENTIAL * * * 

 


									
	 Country
	  	 Owner
	  	Registration
Number	  	 Date
	  	 Trademark

	Germany	  	Cott Beverages Inc./Royal Crown International Division	  	786315	  	31-Mar-1964	  	DIET-RITE
	Germany	  	Cott Beverages Inc./Royal Crown International Division	  	2097827	  	02-Aug-1995	  	UPPER 10
	Germany	  	Cott Beverages Inc./Royal Crown International Division	  	779444	  	15-Dec-1959	  	ROYAL CROWN
	Ghana	  	Cott Beverages Inc./Royal Crown International Division	  	17853	  	06-May-1978	  	ROYAL CROWN
	Ghana	  	Cott Beverages Inc./Royal Crown International Division	  	B17912	  	06-May-1971	  	RC (Stylized)
	Greece	  	Cott Beverages Inc./Royal Crown International Division	  	58128	  	03-Feb-1977	  	DIET RITE
	Greece	  	Cott Beverages Inc./Royal Crown International Division	  	46834	  	11-Aug-1971	  	RC
	Greece	  	Cott Beverages Inc./Royal Crown International Division	  	129463	  	29-May-1996	  	ROYAL CROWN
	Greece	  	Cott Beverages Inc./Royal Crown International Division	  	153347	  	17-Dec-2009	  	RC ZERO
	Greece	  	Cott Beverages Limited	  	226490	  	02-Oct-2014	  	EMERGE
	Guatemala	  	Cott Beverages Inc./Royal Crown International Division	  	22789	  	17-Nov-1970	  	ROYAL CROWN
	Guatemala	  	Cott Beverages Inc./Royal Crown International Division	  	22791	  	17-Nov-1970	  	RC
	Guatemala	  	Cott Beverages Inc./Royal Crown International Division	  	20525	  	18-Mar-1969	  	DIET-RITE
	Guatemala	  	Cott Beverages Inc./Royal Crown International Division	  	487530221	  	18-Feb-1942	  	ROYAL CROWN
	Guatemala	  	Cott Beverages Inc./Royal Crown International Division	  	20526	  	18-Mar-1969	  	UPPER 10 (Stylized)
	Guatemala	  	Cott Beverages Inc./Royal Crown International Division	  	174209	  	07-Feb-2011	  	EDGE
	Guatemala	  	DS Waters of America, Inc.	  	182861	  	4-May-12	  	NURSERY









 * * * CONFIDENTIAL * * * 

 


									
	 Country
	  	 Owner
	  	Registration
Number	  	 Date
	  	 Trademark

	Guyana	  	Cott Beverages Inc./Royal Crown International Division	  	10051C	  	02-Oct-1976	  	ROYAL CROWN
	Guyana	  	Cott Beverages Inc./Royal Crown International Division	  	22663	  	28-May-2008	  	RED RAIN
	Haiti	  	Cott Beverages Inc./Royal Crown International Division	  	234143	  	06-Oct-2004	  	ROYAL CROWN
	Haiti	  	Cott Beverages Inc./Royal Crown International Division	  	311139	  	07-May-1973	  	RC
	Honduras	  	Cott Beverages Inc./Royal Crown International Division	  	22549	  	22-Oct-1975	  	RC
	Honduras	  	Cott Beverages Inc./Royal Crown International Division	  	23190	  	20-Sep-1976	  	ROYAL CROWN
	Honduras	  	Cott Beverages Inc./Royal Crown International Division	  	81108	  	26-Mar-2001	  	UPPER 10
	Hong Kong	  	DS Services of America, Inc.	  	300163124	  	02-Aug-2004	  	



 3
	Hong Kong	  	Cott Beverages Inc.	  	300855405	  	17-Aug-2007	  	ORIENT EMPORIUM TEA CO.
	Hong Kong	  	Cott Beverages Inc.	  	300842779	  	29-Mar-2007	  	GL-FIT
	Hong Kong	  	Cott Beverages Inc./Royal Crown International Division	  	300842788	  	29-Mar-2007	  	RCQ
	Hong Kong	  	Cott Beverages Inc./Royal Crown International Division	  	300842797	  	29-Mar-2007	  	UPPER 10
	Hong Kong	  	Cott Beverages Inc./Royal Crown International Division	  	300685666	  	06-Feb-2007	  	COTT
	Hong Kong	  	Cott Beverages Inc./Royal Crown International Division	  	300915057	  	8-Jan-2008	  	COTT (in Chinese)
	Hong Kong	  	Cott Beverages Inc./Royal Crown International Division	  	9781965	  	16-Oct-1965	  	ROYAL CROWN COLA

  
  

	3 	Registration not identified in independent foreign trademark database search. 









 * * * CONFIDENTIAL * * * 

 


									
	 Country
	  	 Owner
	  	Registration
Number	  	 Date
	  	 Trademark

	Hungary	  	Cott Beverages Inc./Royal Crown International Division	  	143507	  	28-Mar-1997	  	RC
	Hungary	  	Cott Beverages Inc./Royal Crown International Division	  	133619	  	30-Mar-1993	  	UPPER 10
	Hungary	  	Cott Beverages Inc./Royal Crown International Division	  	154446	  	05-Oct-1998	  	ROYAL CROWN
	Hungary	  	Cott Beverages Inc./Royal Crown International Division	  	190510	  	07-Aug-2007	  	RC & Design
	Hungary	  	Cott Beverages Limited	  	996972	  	11-Mar-2009	  	EMERGE
	Hungary	  	Cott Beverages Limited	  	199160	  	24-Apr-2009	  	




	Iceland	  	Cott Beverages Inc./Royal Crown International Division	  	2092007	  	06-Feb-2007	  	ROYAL CROWN COLA & RC Design
	Iceland	  	Cott Beverages Inc./Royal Crown International Division	  	1162013	  	31-Jan-2013	  	RCQ
	Iceland	  	Cott Beverages Inc./Royal Crown International Division	  	1152013	  	31-Jan-2013	  	RC
	Iceland	  	Cott Beverages Inc./Royal Crown International Division	  	1142013	  	31-Jan-2013	  	ROYAL CROWN
	Iceland	  	Cott Beverages Inc./Royal Crown International Division	  	1132013	  	31-Jan-2013	  	RED RAIN
	India	  	Cott Beverages Inc./Royal Crown International Division	  	639691	  	06-Jun-2007	  	RCQ (Stylized)
	India	  	Cott Beverages Inc./Royal Crown International Division	  	909192	  	21-May-2005	  	RC EDGE
	India	  	Cott Beverages Inc./Royal Crown International Division	  	1267219	  	14-Mar-2008	  	RCQ









 * * * CONFIDENTIAL * * * 

 


									
	 Country
	  	 Owner
	  	Registration
Number	  	 Date
	  	 Trademark

	India	  	Cott Beverages Inc./Royal Crown International Division	  	1149220	  	05-May-2005	  	COTT
	India	  	Cott Beverages Inc./Royal Crown International Division	  	337035	  	03-Jul-1980	  	ROYAL CROWN
	India	  	Cott Beverages Inc./Royal Crown International Division	  	665825	  	16-May-1995	  	ROYAL CROWN COLA RC COLA (Stylized)
	India	  	Cott Beverages Inc./Royal Crown International Division	  	265536	  	23-Feb-1972	  	RC (Stylized)
	India	  	Cott Beverages Limited	  	1957346	  	15-May-2013	  	EMERGE
	Indonesia	  	Cott Beverages Inc./Royal Crown International Division	  	IDM000018600	  	18-Mar-1968	  	ROYAL CROWN
	Indonesia	  	Cott Beverages Inc./Royal Crown International Division	  	448987	  	14-Jun-2000	  	KICK
	Indonesia	  	Cott Beverages Inc./Royal Crown International Division	  	457082	  	22-Apr-1999	  	RC EDGE
	Indonesia	  	Cott Beverages Inc./Royal Crown International Division	  	445284	  	01-May-2000	  	RC
	Indonesia	  	DS Waters of America, Inc.	  	IDM000191315	  	23-Jan-09	  	NURSERY
	Iran (Islamic Republic of)	  	Cott Beverages Inc./Royal Crown International Division	  	158199	  	14-Sep-2008	  	RC
	Iraq	  	Cott Beverages Inc./Royal Crown International Division	  	6011	  	26-Nov-2013	  	UPPER 10
	Israel	  	Cott Beverages Inc.	  	90836	  	08-Oct-1996	  	COTT
	Israel	  	Cott Beverages Inc.	  	88825	  	08-Oct-1996	  	COTT
	Ireland	  	Cott Beverages Limited	  	241884	  	29-July-2009	  	CARTERS STAR
	Ireland	  	Cott Beverages Limited	  	996972	  	28-July-2009	  	EMERGE
	Ireland	  	Cott Beverages Limited	  	221106	  	04-Apr-2001	  	RED ROOSTER
	Israel	  	Cott Beverages Inc./Royal Crown International Division	  	262217	  	19-Jan-2014	  	RC NEO
	Israel	  	Cott Beverages Inc./Royal Crown International Division	  	235575	  	05-Mar-2012	  	RC (Arabic Characters)
	Israel	  	Cott Beverages Inc./Royal Crown International Division	  	221833	  	08-Nov-2009	  	Tattoo Logo









 * * * CONFIDENTIAL * * * 

 


									
	 Country
	  	 Owner
	  	Registration
Number	  	 Date
	  	 Trademark

	Israel	  	Cott Beverages Inc./Royal Crown International Division	  	207425	  	06-May-2009	  	RC
	Israel	  	Cott Beverages Inc./Royal Crown International Division	  	207427	  	08-Nov-2009	  	RC COLA ONE
	Israel	  	Cott Beverages Inc./Royal Crown International Division	  	208203	  	08-Nov-2009	  	RC COLA FREE
	Israel	  	Cott Beverages Inc./Royal Crown International Division	  	127345	  	06-Apr-2000	  	RC EDGE
	Israel	  	Cott Beverages Inc./Royal Crown International Division	  	156307	  	02-Jun-2003	  	RCQ
	Israel	  	Cott Beverages Inc./Royal Crown International Division	  	236854	  	05-Aug-2012	  	ICON
	Israel	  	Cott Beverages Inc./Royal Crown International Division	  	236853	  	01-Jan-2013	  	RC COLA LEMON
	Israel	  	Cott Beverages Inc./Royal Crown International Division	  	236855	  	01-Jan-2013	  	DIET RC COLA
	Israel	  	Cott Beverages Inc./Royal Crown International Division	  	219310	  	08-Mar-2009	  	UPPER 10
	Israel	  	Cott Beverages Inc./Royal Crown International Division	  	70517	  	06-Dec-1992	  	ROYAL CROWN
	Israel	  	Cott Beverages Inc./Royal Crown International Division	  	70518	  	06-Dec-1992	  	ROYAL CROWN COLA RC (Stylized)
	Israel	  	Cott Beverages Inc./Royal Crown International Division	  	70519	  	17-Mar-1993	  	UPPER 10 (Stylized)
	Israel	  	Cott Beverages Inc./Royal Crown International Division	  	70515	  	17-Mar-1993	  	DIET RITE
	Italy	  	Cott Beverages Inc./Royal Crown International Division	  	1043598	  	11-Jan-1967	  	DIET-RITE
	Italy	  	Cott Beverages Inc./Royal Crown International Division	  	720619	  	27-Sep-1997	  	ROYAL CROWN DRAFT
	Italy	  	Cott Beverages Inc./Royal Crown International Division	  	1272710	  	14-Feb-1968	  	ROYAL CROWN









 * * * CONFIDENTIAL * * * 

 


									
	 Country
	  	 Owner
	  	Registration
Number	  	 Date
	  	 Trademark

	Italy	  	Cott Beverages Inc./Royal Crown International Division	  	989334	  	30-Dec-2005	  	RC EDGE
	Italy	  	Cott Beverages Inc./Royal Crown International Division	  	1272720	  	14-Feb-1968	  	RC
	Italy	  	Cott Beverages Inc./Royal Crown International Division	  	1316594	  	15-Jul-2010	  	RC ZERO
	Italy	  	Cott Beverages Limited	  	1094195	  	15-Feb-2008	  	EMERGE
	Jamaica	  	Cott Beverages Inc./Royal Crown International Division	  	52032	  	25-Apr-2008	  	RED RAIN
	Jamaica	  	Cott Beverages Inc./Royal Crown International Division	  	48109	  	08-Dec-2006	  	ROYAL CROWN COLA RC & Design
	Jamaica	  	Cott Beverages Inc./Royal Crown International Division	  	26790	  	01-Aug-1996	  	UPPER 10
	Jamaica	  	DS Waters of America, Inc.	  	51887	  	4-Apr-08	  	NURSERY
	Japan	  	Cott Beverages Inc./Royal Crown International Division	  	4116722	  	20-Feb-1998	  	DIET RITE
	Japan	  	Cott Beverages Inc./Royal Crown International Division	  	4195568	  	09-Oct-1998	  	ROYAL CROWN DRAFT
	Japan	  	Cott Beverages Inc./Royal Crown International Division	  	4199861	  	16-Oct-1998	  	ROYAL CROWN
	Japan	  	Cott Beverages Inc./Royal Crown International Division	  	5106214	  	18-Jan-2008	  	RC & Design
	Japan	  	DS Waters of America, Inc.	  	5117890	  	14-Mar-08	  	NURSERY
	Jordan	  	Cott Beverages Inc./Royal Crown International Division	  	74601	  	25-Apr-2004	  	RCQ
	Jordan	  	Cott Beverages Inc./Royal Crown International Division	  	18440	  	11-Nov-1971	  	ROYAL CROWN
	Jordan	  	Cott Beverages Inc./Royal Crown International Division	  	14364	  	11-Nov-1971	  	RC
	Kazakhstan	  	Cott Beverages Inc./Royal Crown International Division	  	8098	  	30-Dec-1998	  	KICK









 * * * CONFIDENTIAL * * * 

 


									
	 Country
	  	 Owner
	  	Registration
Number	  	 Date
	  	 Trademark

	Kazakhstan	  	Cott Beverages Inc./Royal Crown International Division	  	7107	  	08-Jun-1998	  	ROYAL CROWN
	Kazakhstan	  	Cott Beverages Inc./Royal Crown International Division	  	19651	  	30-Jan-2006	  	RC & Design
	Kazakhstan	  	Cott Beverages Inc./Royal Crown International Division	  	27047	  	17-Nov-2008	  	RCQ
	Kenya	  	Cott Beverages Inc./Royal Crown International Division	  	26133	  	25-May-1979	  	ROYAL CROWN COLA RC (Stylized)
	Korea, Republic of	  	Cliffstar LLC	  	1037868	  	16-May-2014	  	CHADWICK BAY
	Korea, Republic of	  	Cott Beverages Inc./Royal Crown International Division	  	658956	  	18-Apr-2006	  	ROYAL CROWN COLA & RC Design
	Korea, Republic of	  	Cott Beverages Inc./Royal Crown International Division	  	460261	  	07-Dec-1999	  	RC EDGE
	Kosovo	  	Cott Beverages Inc./Royal Crown International Division	  	13252	  	02-Sep-2014	  	KICK
	Kosovo	  	Cott Beverages Inc./Royal Crown International Division	  	11734	  	26-Sep-2013	  	RCQ EXOTIC
	Kosovo	  	Cott Beverages Inc./Royal Crown International Division	  	11735	  	26-Sep-2013	  	RCQ BITTER LEMON
	Kosovo	  	Cott Beverages Inc./Royal Crown International Division	  	8012	  	29-May-2012	  	ROYAL CROWN COLA & RC Design
	Kosovo	  	Cott Beverages Inc./Royal Crown International Division	  	8013	  	29-May-2012	  	RED RAIN
	Kosovo	  	Cott Beverages Inc./Royal Crown International Division	  	8862	  	21-Jan-2013	  	RCQ
	Kosovo	  	Cott Beverages Inc./Royal Crown International Division	  	8861	  	21-Jan-2013	  	ORIENT EMPORIUM TEA CO.
	Kosovo	  	Cott Beverages Inc./Royal Crown International Division	  	11736	  	26-Sep-2013	  	RCQ ORANGE
	Kuwait	  	Cott Beverages Inc.	  	57503	  	23-Apr-2006	  	COTT
	Kuwait	  	Cott Beverages Inc./Royal Crown International Division	  	17230	  	30-Sep-1985	  	UPPER 10 (English & Arabic Characters)









 * * * CONFIDENTIAL * * * 

 


									
	 Country
	  	 Owner
	  	Registration
Number	  	 Date
	  	 Trademark

	Kuwait	  	Cott Beverages Inc./Royal Crown International Division	  	8833	  	18-Feb-1978	  	DIET-RITE (English & Arabic Characters)
	Kuwait	  	Cott Beverages Inc./Royal Crown International Division	  	8834	  	18-Feb-1978	  	ROYAL CROWN (Arabic Characters)
	Kuwait	  	Cott Beverages Inc./Royal Crown International Division	  	8836	  	18-Feb-1978	  	RC (Arabic Characters)
	Kuwait	  	Cott Beverages Inc./Royal Crown International Division	  	3519	  	14-Oct-1968	  	RC
	Kuwait	  	Cott Beverages Inc./Royal Crown International Division	  	41780	  	31-Oct-2000	  	RC EDGE
	Kuwait	  	Cott Beverages Inc./Royal Crown International Division	  	3713	  	14-Oct-1968	  	ROYAL CROWN
	Kuwait	  	Cott Beverages Inc./Royal Crown International Division	  	50622	  	16-Feb-2003	  	RCQ
	Kyrgyz Republic	  	Cott Beverages Inc./Royal Crown International Division	  	7295	  	31-Mar-2005	  	RC & Design
	Kyrgyz Republic	  	Cott Beverages Inc./Royal Crown International Division	  	2701	  	20-Dec-1995	  	ROYAL CROWN
	Kyrgyz Republic	  	Cott Beverages Inc./Royal Crown International Division	  	4132	  	30-Dec-1997	  	KICK
	Laos	  	Cott Beverages Inc./Royal Crown International Division	  	9943	  	18-Sep-2002	  	ROYAL CROWN
	Laos	  	Cott Beverages Inc./Royal Crown International Division	  	9942	  	18-Sep-2002	  	RC
	Latvia	  	Cott Beverages Inc./Royal Crown International Division	  	M54696	  	20-Mar-2005	  	RC
	Latvia	  	Cott Beverages Inc./Royal Crown International Division	  	M34880	  	20-Dec-1996	  	ROYAL CROWN
	Latvia	  	Cott Beverages Inc./Royal Crown International Division	  	M40210	  	20-Mar-1998	  	KICK
	Lebanon	  	Cott Beverages Inc./Royal Crown International Division	  	80683	  	25-Sep-1969	  	ROYAL CROWN









 * * * CONFIDENTIAL * * * 

 


									
	 Country
	  	 Owner
	  	Registration
Number	  	 Date
	  	 Trademark

	Lebanon	  	Cott Beverages Inc./Royal Crown International Division	  	82447	  	12-Feb-1970	  	ROYAL CROWN (Arabic Characters)
	Lebanon	  	Cott Beverages Inc./Royal Crown International Division	  	68738	  	26-Jan-1966	  	DIET-RITE (English & Arabic Characters)
	Lebanon	  	Cott Beverages Inc./Royal Crown International Division	  	82446	  	12-Feb-1970	  	RC (Arabic Characters)
	Lebanon	  	Cott Beverages Inc./Royal Crown International Division	  	80682	  	24-Sep-1969	  	RC
	Lebanon	  	Cott Beverages Inc./Royal Crown International Division	  	107431	  	06-Jul-2006	  	RCQ (Stylized)
	Lesotho	  	Cott Beverages Inc./Royal Crown International Division	  	LSM0700012	  	24-Oct-2008	  	ROYAL CROWN COLA & RC Design
	Lesotho	  	Cott Beverages Inc./Royal Crown International Division	  	LSM9002820	  	31-Jul-1967	  	RC
	Lesotho	  	Cott Beverages Inc./Royal Crown International Division	  	LSM9001883	  	12-Sep-1967	  	ROYAL CROWN
	Liberia	  	Cott Beverages Inc./Royal Crown International Division	  	41289274	  	18-Nov-1959	  	ROYAL CROWN
	Liberia	  	Cott Beverages Inc./Royal Crown International Division	  	200400047	  	18-May-2004	  	RC
	Libya	  	Cott Beverages Inc./Royal Crown International Division	  	10157	  	2/7/2007	  	DIET RITE & Design
	Libya	  	Cott Beverages Inc./Royal Crown International Division	  	10156	  	2/7/2007	  	ROYAL CROWN COLA & RC Design
	Lithuania	  	Cott Beverages Inc./Royal Crown International Division	  	24909	  	29-May-1997	  	ROYAL CROWN
	Lithuania	  	Cott Beverages Inc./Royal Crown International Division	  	32577	  	08-Apr-1999	  	KICK
	Lithuania	  	Cott Beverages Inc./Royal Crown International Division	  	50920	  	10-Feb-2006	  	RC
	Macau	  	Cott Beverages Inc.	  	N27077	  	03-Jan-2008	  	ORIENT EMPORIUM TEA CO.









 * * * CONFIDENTIAL * * * 

 


									
	 Country
	  	 Owner
	  	Registration
Number	  	 Date
	  	 Trademark

	Macau	  	Cott Beverages Inc.	  	N27078	  	03-Jan-2008	  	ORIENT EMPORIUM TEA CO.
	Macau	  	Cott Beverages Inc./Royal Crown International Division	  	N26982	  	30-Jul-2007	  	RCQ
	Macau	  	Cott Beverages Inc./Royal Crown International Division	  	5665M	  	12-Feb-1988	  	RC
	Macau	  	Cott Beverages Inc./Royal Crown International Division	  	5668M	  	12-Feb-1988	  	ROYAL CROWN
	Macau	  	Cott Beverages Inc./Royal Crown International Division	  	5667M	  	12-Feb-1988	  	DIET-RITE
	Macau	  	Cott Beverages Inc./Royal Crown International Division	  	N23288	  	07-Dec-2006	  	COTT
	Macedonia	  	Cott Beverages Inc.	  	14995	  	03-Mar-2008	  	ORIENT EMPORIUM TEA CO.
	Macedonia	  	Cott Beverages Inc./Royal Crown International Division	  	13697	  	11-Feb-2008	  	ROYAL CROWN
	Macedonia	  	Cott Beverages Inc./Royal Crown International Division	  	13695	  	11-Feb-2008	  	RED RAIN
	Macedonia	  	Cott Beverages Inc./Royal Crown International Division	  	1853	  	05-Feb-1996	  	ROYAL CROWN
	Macedonia	  	Cott Beverages Inc./Royal Crown International Division	  	2243	  	05-Mar-1996	  	UPPER 10
	Macedonia	  	Cott Beverages Inc./Royal Crown International Division	  	5333	  	13-Jul-1997	  	ROYAL CROWN COLA RC (Stylized)
	Macedonia	  	Cott Beverages Inc./Royal Crown International Division	  	13064	  	10-Mar-2005	  	KICK
	Macedonia	  	Cott Beverages Limited	  	941160	  	02-Oct-2007	  	ORIENT EMPORIUM TEA CO
	Madagascar	  	Cott Beverages Inc./Royal Crown International Division	  	298	  	23-Mar-1995	  	RC
	Madagascar	  	Cott Beverages Inc./Royal Crown International Division	  	296	  	23-Mar-1995	  	ROYAL CROWN









 * * * CONFIDENTIAL * * * 

 


									
	 Country
	  	 Owner
	  	Registration
Number	  	 Date
	  	 Trademark

	Malawi	  	Cott Beverages Inc./Royal Crown International Division	  	108562	  	31-Oct-1962	  	ROYAL CROWN COLA
	Malaya	  	Cott Beverages Inc./Royal Crown International Division	  	M049284	  	04-Jan-1968	  	ROYAL CROWN COLA
	Malta	  	Cott Beverages Inc./Royal Crown International Division	  	8570	  	02-Mar-1966	  	ROYAL CROWN
	Martinique	  	Cott Beverages Inc./Royal Crown International Division	  	M49283	  	04-Jan-1968	  	ROYAL CROWN COLA RC (Stylized)
	Martinique	  	Cott Beverages Inc./Royal Crown International Division	  	M49284	  	04-Jan-1968	  	ROYAL CROWN COLA
	Mauritius	  	Cott Beverages Inc./Royal Crown International Division	  	146922013	  	28-Jun-2013	  	RC
	Mauritius	  	Cott Beverages Inc./Royal Crown International Division	  	146932013	  	28-Jun-2013	  	ROYAL CROWN
	Mauritius	  	Cott Beverages Inc./Royal Crown International Division	  	A24133	  	29-Jun-1982	  	ROYAL CROWN RC & Design
	Mexico	  	Cott Corporation	  	1047802	  	30-Jun-2008	  	AGUA MIST / AQUA MIST
	Mexico	  	Cott Corporation	  	1005619	  	05-Oct-2007	  	AMERICAN CLASSIC
	Mexico	  	Cott Corporation	  	1005618	  	05-Oct-2007	  	AQUEL
	Mexico	  	Cott Corporation	  	1004667	  	27-Sep-2007	  	COTT EAU NATURELLE
	Mexico	  	Cott Corporation	  	1005625	  	05-Oct-2007	  	DR. EXTREME
	Mexico	  	Cott Corporation	  	1011396	  	15-Nov-2007	  	DR. STRIPES
	Mexico	  	Cott Corporation	  	1005624	  	05-Oct-2007	  	EMERGE
	Mexico	  	Cott Corporation	  	1004666	  	27-Sep-2007	  	GL-7
	Mexico	  	Cott Corporation	  	1005623	  	05-Oct-2007	  	GLFIT
	Mexico	  	Cott Corporation	  	1005621	  	05-Oct-2007	  	MOUNTAIN STARS
	Mexico	  	Cott Corporation	  	1060056	  	09-Sep-2008	  	ORIENT EMPORIUM TEA CO.
	Mexico	  	Cott Corporation	  	1005622	  	05-Oct-2007	  	SILVER PEAK
	Mexico	  	Cott Corporation	  	1005614	  	05-Oct-2007	  	SO CLEAR
	Mexico	  	Cott Corporation	  	1005615	  	05-Oct-2007	  	SO CLEAR
	Mexico	  	Cott Corporation	  	516113	  	31-Jan-1996	  	STARS & STRIPES
	Mexico	  	Cott Corporation	  	1097377	  	24-Apr-2009	  	STARS & STRIPES & Design
	Mexico	  	Cott Corporation	  	1005620	  	05-Oct-2007	  	STARS UP









 * * * CONFIDENTIAL * * * 

 


									
	 Country
	  	 Owner
	  	Registration
Number	  	 Date
	  	 Trademark

	Mexico	  	Cott Corporation	  	1005617	  	05-Oct-2007	  	SUN MOUNTAIN
	Mexico	  	Cott Corporation	  	1005616	  	05-Oct-2007	  	TWICE UP
	Mexico	  	DS Waters of America, LP	  	1024564	  	20-Feb-08	  	NURSERY
	Mexico	  	Danone Waters of North America, Inc.	  	430226	  	27-Jan-93	  	SPARKLETTS
	Mexico	  	DS Waters of America, LP	  	911955	  	30-Nov-2005	  	




	Mexico	  	DS Waters of America, LP	  	928568	  	11-Apr-2006	  	




	Mexico	  	DS Waters of America, LP	  	913221	  	09-Dec-2005	  	




	Mexico	  	DS Waters of America, LP	  	776090	  	30-Jan-2003	  	




	Mexico	  	DS Waters of America, LP	  	914751	  	20-Dec-2005	  	




	Mexico	  	DS Waters of America, LP	  	911899	  	30-Nov-2005	  	




	Mexico	  	DS Waters of America, LP	  	945847	  	28-Jul-2006	  	




	Mexico	  	DS Waters of America, LP	  	914752	  	20-Dec-2005	  	




	Mexico	  	Suntory Water Group, Inc.	  	687862	  	27-Feb-2001	  	




	Moldova	  	Cott Beverages Inc./Royal Crown International Division	  	3439	  	22-Feb-1996	  	ROYAL CROWN
	Moldova	  	Cott Beverages Inc./Royal Crown International Division	  	18496	  	19-Mar-2008	  	ORIENT EMPORIUM TEA CO.
	Moldova	  	Cott Beverages Inc./Royal Crown International Division	  	12430	  	04-Mar-2004	  	RC
	Monaco	  	Cott Beverages Inc./Royal Crown International Division	  	R0424235	  	15-Jul-2004	  	RC









 * * * CONFIDENTIAL * * * 

 


									
	 Country
	  	 Owner
	  	Registration
Number	  	 Date
	  	 Trademark

	Monaco	  	Cott Beverages Inc./Royal Crown International Division	  	R9516083	  	09-Apr-1970	  	ROYAL CROWN
	Monaco	  	Cott Beverages Inc./Royal Crown International Division	  	R9516084	  	09-Apr-1970	  	DIET-RITE
	Morocco	  	Cott Beverages Inc./Royal Crown International Division	  	R46315	  	21-Mar-1991	  	RC
	Morocco	  	Cott Beverages Inc./Royal Crown International Division	  	R46316	  	21-Mar-1991	  	RC (Arabic Characters)
	Morocco	  	Cott Beverages Inc./Royal Crown International Division	  	R46314	  	21-Mar-1991	  	ROYAL CROWN (Arabic Characters)
	Morocco	  	Cott Beverages Inc./Royal Crown International Division	  	R46313	  	21-Mar-1991	  	ROYAL CROWN
	Myanmar	  	Cott Beverages Inc./Royal Crown International Division	  	3079	  	25-Jul-1995	  	ROYAL CROWN
	Myanmar	  	Cott Beverages Inc./Royal Crown International Division	  	3075	  	25-Jul-1995	  	RC
	Myanmar	  	Cott Beverages Inc./Royal Crown International Division	  	3076	  	25-Jul-1995	  	DIET RITE
	Myanmar	  	Cott Beverages Inc./Royal Crown International Division	  	3074	  	25-Jul-1995	  	UPPER 10
	Namibia	  	Cott Beverages Inc./Royal Crown International Division	  	20040354	  	05-Jul-2006	  	RC
	Namibia	  	Cott Beverages Inc./Royal Crown International Division	  	68042	  	12-Feb-1968	  	ROYAL CROWN COLA
	Namibia	  	Cott Beverages Inc./Royal Crown International Division	  	71329	  	27-Jul-1971	  	ROYAL CROWN
	Netherlands Antilles	  	Cott Beverages Inc./Royal Crown International Division	  	13549	  	27-Jun-2008	  	ROYAL CROWN
	Netherlands Antilles	  	Cott Beverages Inc./Royal Crown International Division	  	14627	  	19-Mar-2010	  	RC ZERO
	Netherlands Antilles	  	Cott Beverages Inc./Royal Crown International Division	  	14628	  	19-Mar-2010	  	RCQ









 * * * CONFIDENTIAL * * * 

 


									
	 Country
	  	 Owner
	  	Registration
Number	  	 Date
	  	 Trademark

	Netherlands Antilles	  	Cott Beverages Inc./Royal Crown International Division	  	14629	  	19-Mar-2010	  	UPPER 10
	Netherlands Antilles	  	Cott Beverages Inc./Royal Crown International Division	  	14630	  	19-Mar-2010	  	DIET UPPER 10
	New Zealand	  	Cott Beverages Inc./Royal Crown International Division	  	262155	  	12-Nov-1999	  	ROYAL CROWN
	New Zealand	  	Cott Beverages Inc./Royal Crown International Division	  	240072	  	10-Aug-1998	  	RC COLA (Stylized)
	New Zealand	  	Cott Beverages Inc./Royal Crown International Division	  	285601	  	03-Dec-1997	  	ROYAL CROWN DRAFT
	Nicaragua	  	DS Waters of America, Inc.	  	0800741LM	  	11-Apr-08	  	NURSERY
	Nigeria	  	Cott Beverages Inc./Royal Crown International Division	  	28480	  	28-Apr-1992	  	ROYAL CROWN COLA RC (Stylized)
	Nigeria	  	Cott Beverages Inc./Royal Crown International Division	  	41942	  	29-May-1991	  	UPPER 10
	Norway	  	Cott Beverages Inc.	  	274485	  	12-Feb-2014	  	RC ZERO
	Norway	  	Cott Beverages Inc./Royal Crown International Division	  	79079	  	16-Apr-1970	  	DIET-RITE
	Norway	  	Cott Beverages Inc./Royal Crown International Division	  	79512	  	19-Jun-1970	  	RC
	Norway	  	Cott Beverages Inc./Royal Crown International Division	  	183082	  	26-Jun-1997	  	ROYAL CROWN
	Norway	  	Cott Beverages Inc./Royal Crown International Division	  	238457	  	22-Mar-2007	  	RC & Design
	Oman	  	Cott Beverages Inc./Royal Crown International Division	  	66811	  	14-Jan-2012	  	RC (Arabic Characters)
	Oman	  	Cott Beverages Inc./Royal Crown International Division	  	29995	  	19-Jun-2005	  	RCQ
	Oman	  	Cott Beverages Inc./Royal Crown International Division	  	30249	  	05-Jul-2005	  	COTT
	Oman	  	Cott Beverages Inc./Royal Crown International Division	  	19970	  	09-Jun-2004	  	RC EDGE









 * * * CONFIDENTIAL * * * 

 


									
	 Country
	  	 Owner
	  	Registration
Number	  	 Date
	  	 Trademark

	Oman	  	Cott Beverages Inc./Royal Crown International Division	  	4782	  	07-Nov-1998	  	ROYAL CROWN
	Oman	  	Cott Beverages Inc./Royal Crown International Division	  	9655	  	23-Jun-2002	  	RC ROYAL CROWN
	Oman	  	Cott Beverages Inc./Royal Crown International Division	  	4781	  	07-Nov-1998	  	DIET-RITE
	Pakistan	  	Cott Beverages Inc./Royal Crown International Division	  	68471	  	23-Sep-1980	  	UPPER 10
	Pakistan	  	Cott Beverages Inc./Royal Crown International Division	  	60541	  	19-Oct-1976	  	RC COLA & Design (Urdu & Arabic Characters)
	Pakistan	  	Cott Beverages Inc./Royal Crown International Division	  	60540	  	22-Apr-1974	  	ROYAL CROWN RC (Stylized)
	Pakistan	  	Cott Beverages Inc./Royal Crown International Division	  	138411	  	29-Oct-1996	  	RC
	Pakistan	  	Cott Beverages Inc./Royal Crown International Division	  	261777	  	16-Feb-2009	  	RCQ
	Pakistan	  	Cott Beverages Inc./Royal Crown International Division	  	138422	  	29-Oct-1996	  	ROYAL CROWN
	Panama	  	Cott Beverages Inc.	  	20407301	  	29-Mar-2012	  	RCQ
	Panama	  	Cott Beverages Inc.	  	20410501	  	13-Mar-2012	  	RC LIGHT
	Panama	  	Cott Beverages Inc./Royal Crown International Division	  	23001	  	27-Aug-2012	  	ROYAL CROWN (Stylized)
	Panama	  	Cott Beverages Inc./Royal Crown International Division	  	15670601	  	15-Apr-2008	  	RC & Design
	Papua New Guinea	  	Cott Beverages Inc./Royal Crown International Division	  	A65259	  	16-Sep-1975	  	RC & Design
	Papua New Guinea	  	Cott Beverages Inc./Royal Crown International Division	  	A2564R	  	09-Jun-2004	  	ROYAL CROWN COLA
	Paraguay	  	Cott Beverages Inc./Royal Crown International Division	  	318255	  	17-Sep-1998	  	ROYAL CROWN
	Paraguay	  	Cott Beverages Inc./Royal Crown International Division	  	350112	  	25-Oct-1971	  	RC









 * * * CONFIDENTIAL * * * 

 


									
	 Country
	  	 Owner
	  	Registration
Number	  	 Date
	  	 Trademark

	Paraguay	  	Cott Beverages Inc./Royal Crown International Division	  	221950	  	18-Jan-2000	  	KICK
	Paraguay	  	Cott Beverages Inc./Royal Crown International Division	  	328876	  	10-Mar-2010	  	EMERGE
	Paraguay	  	Cott Beverages Inc./Royal Crown International Division	  	327887	  	19-Jan-2010	  	RED RAIN
	Paraguay	  	DS Waters of America, Inc.	  	308310	  	15-Apr-08	  	NURSERY
	Peru	  	Cott Beverages Inc./Royal Crown International Division	  	9037	  	29-Oct-1981	  	RC
	Peru	  	Cott Beverages Inc./Royal Crown International Division	  	61835	  	15-May-1991	  	DIET-RITE
	Peru	  	Cott Beverages Inc./Royal Crown International Division	  	9018	  	27-Oct-1986	  	ROYAL CROWN
	Peru	  	DS Waters of America, Inc.	  	134901	  	4-Feb-08	  	NURSERY
	Philippines	  	Cott Beverages Inc./Royal Crown International Division	  	58817	  	12-Jul-1994	  	ROYAL CROWN
	Philippines	  	Cott Beverages Inc./Royal Crown International Division	  	42002006443	  	17-Jan-2005	  	RC
	Philippines	  	Cott Beverages Inc./Royal Crown International Division	  	42012007476	  	21-Jan-2010	  	UPPER 10
	Philippines	  	Cott Beverages Inc./Royal Crown International Division	  	42012007477	  	21-Jan-2010	  	RCQ
	Philippines	  	Cott Beverages Inc./Royal Crown International Division	  	42013009297	  	12-Dec-2013	  	RC COLA FREE
	Poland	  	Cott Beverages Inc./Royal Crown International Division	  	R75903	  	21-Jan-1994	  	ROYAL CROWN
	Poland	  	Cott Beverages Inc./Royal Crown International Division	  	R75904	  	21-Jan-1994	  	RC
	Poland	  	Cott Beverages Limited	  	996972	  	11-Mar-2009	  	EMERGE









 * * * CONFIDENTIAL * * * 

 


									
	 Country
	  	 Owner
	  	Registration
Number	  	 Date
	  	 Trademark

	Poland	  	Cott Beverages Limited	  	R-229903	  	23-Apr-2009	  	




	Portugal	  	Cott Beverages Inc./Royal Crown International Division	  	156787	  	10-Dec-1970	  	DIET-RITE
	Portugal	  	Cott Beverages Inc./Royal Crown International Division	  	231177	  	08-Oct-1991	  	UPPER 10
	Portugal	  	Cott Beverages Inc./Royal Crown International Division	  	162246	  	12-Apr-1972	  	ROYAL CROWN
	Portugal	  	Cott Beverages Inc./Royal Crown International Division	  	350353	  	01-Oct-2001	  	RC
	Portugal	  	Cott Beverages Limited	  	996972	  	11-Mar-2009	  	EMERGE
	Qatar	  	Cott Beverages Inc./Royal Crown International Division	  	34921	  	11-Sep-2007	  	ROYAL CROWN COLA (English) & RC (Arabic)
	Qatar	  	Cott Beverages Inc./Royal Crown International Division	  	4738	  	19-Feb-1991	  	DIET RITE (English & Arabic Characters)
	Qatar	  	Cott Beverages Inc./Royal Crown International Division	  	12048	  	29-Oct-2002	  	ROYAL CROWN COLA RC COLA & Design
	Qatar	  	Cott Beverages Inc./Royal Crown International Division	  	12047	  	29-Oct-2002	  	ROYAL CROWN
	Romania	  	Cott Beverages Inc./Royal Crown International Division	  	R21130	  	05-Jun-1991	  	ROYAL CROWN
	Romania	  	Cott Beverages Inc./Royal Crown International Division	  	36233	  	02-Aug-1996	  	KICK
	Romania	  	Cott Beverages Inc./Royal Crown International Division	  	R18359	  	21-Jul-1995	  	UPPER 10
	Romania	  	Cott Beverages Inc./Royal Crown International Division	  	R22046	  	25-Feb-1996	  	RC









 * * * CONFIDENTIAL * * * 

 


									
	 Country
	  	 Owner
	  	Registration
Number	  	 Date
	  	 Trademark

	Romania	  	Cott Beverages Inc./Royal Crown International Division	  	114520	  	20-Dec-2010	  	RED RAIN
	Romani	  	Cott Beverages Limited	  	996972	  	11-Mar-2009	  	EMERGE
	Russian Federation	  	Cott Beverages Inc./Royal Crown International Division	  	225247	  	18-Oct-2002	  	RC EDGE
	Russian Federation	  	Cott Beverages Inc./Royal Crown International Division	  	108301	  	05-Oct-1992	  	ROYAL CROWN
	Russian Federation	  	Cott Beverages Inc./Royal Crown International Division	  	288664	  	12-May-2005	  	RC & Design
	Russian Federation	  	Cott Beverages Inc./Royal Crown International Division	  	285281	  	29-Mar-2005	  	RCQ (Stylized)
	Russian Federation	  	Cott Beverages Inc./Royal Crown International Division	  	149515	  	15-Jan-1997	  	DIET RITE
	Russian Federation	  	Cott Beverages Inc./Royal Crown International Division	  	157246	  	13-Oct-1997	  	KICK
	Russian Federation	  	Cott Beverages Inc./Royal Crown International Division	  	136917	  	25-Jan-1996	  	ROYAL CROWN
	Russian Federation	  	Cott Beverages Inc./Royal Crown International Division	  	174076	  	13-Apr-1999	  	ROYAL CROWN DRAFT
	Saudi Arabia	  	Cott Beverages Inc.	  	71688	  	04-Mar-2004	  	COTT
	Saudi Arabia	  	Cott Beverages Inc./Royal Crown International Division	  	16392	  	17-Nov-1986	  	DIET RITE
	Saudi Arabia	  	Cott Beverages Inc./Royal Crown International Division	  	49771	  	02-Oct-1999	  	RC EDGE
	Saudi Arabia	  	Cott Beverages Inc./Royal Crown International Division	  	6422	  	01-Dec-1976	  	ROYAL CROWN (English & Arabic Characters)
	Saudi Arabia	  	Cott Beverages Inc./Royal Crown International Division	  	79575	  	23-Jul-2005	  	RC
	Saudi Arabia	  	Cott Beverages Inc./Royal Crown International Division	  	10489	  	18-Feb-2009	  	UPPER 10
	Saudi Arabia	  	Cott Beverages Inc./Royal Crown International Division	  	143941	  	25-May-2013	  	RC Logo (Arabic Characters in Color)









 * * * CONFIDENTIAL * * * 

 


									
	 Country
	  	 Owner
	  	Registration
Number	  	 Date
	  	 Trademark

	Serbia	  	Cott Beverages Inc./Royal Crown International Division	  	21300	  	26-Jan-1976	  	RC
	Serbia	  	Cott Beverages Inc./Royal Crown International Division	  	21677	  	15-Aug-1976	  	ROYAL CROWN
	Serbia	  	Cott Beverages Inc./Royal Crown International Division	  	52881	  	19-Jul-2007	  	ROYAL CROWN
	Serbia	  	Cott Beverages Inc./Royal Crown International Division	  	52882	  	19-Jul-2007	  	RED RAIN
	Serbia	  	Cott Beverages Limited	  	941160	  	02-Oct-2007	  	ORIENT EMPORIUM TEA CO
	Seychelles	  	Cott Beverages Inc./Royal Crown International Division	  	1214	  	10-Mar-1973	  	RC
	Seychelles	  	Cott Beverages Inc./Royal Crown International Division	  	1215	  	10-Mar-1973	  	ROYAL CROWN
	Singapore	  	Cott Beverages Inc./Royal Crown International Division	  	T7048364A	  	10-Feb-1970	  	ROYAL CROWN
	Singapore	  	Cott Beverages Inc./Royal Crown International Division	  	T9509167D	  	26-Sep-1995	  	ROYAL CROWN DRAFT
	Singapore	  	Cott Beverages Inc./Royal Crown International Division	  	T0515816B	  	30-Aug-2005	  	RC & Design
	Slovakia	  	Cott Beverages Inc./Royal Crown International Division	  	164169	  	19-Sep-1979	  	RC
	Slovakia	  	Cott Beverages Inc./Royal Crown International Division	  	189218	  	27-Jan-2000	  	ROYAL CROWN
	Slovakia	  	Cott Beverages Limited	  	996972	  	11-Mar-2009	  	EMERGE
	Slovakia	  	Cott Beverages Limited	  	226531	  	11-Dec-2009	  	













 * * * CONFIDENTIAL * * * 

 


									
	 Country
	  	 Owner
	  	Registration
Number	  	 Date
	  	 Trademark

	Slovenia	  	Cott Beverages Inc./Royal Crown International Division	  	9471087	  	12-Feb-1996	  	ROYAL CROWN
	Slovenia	  	Cott Beverages Inc./Royal Crown International Division	  	9570803	  	10-Jun-1998	  	DIET RITE
	Slovenia	  	Cott Beverages Inc./Royal Crown International Division	  	200470653	  	24-Mar-2004	  	RC
	South Africa	  	Cott Beverages Inc./Royal Crown International Division	  	196703337	  	30-May-1968	  	RC
	South Africa	  	Cott Beverages Inc./Royal Crown International Division	  	9605824	  	01-Jul-1999	  	ROYAL CROWN DRAFT COLA Label
	South Africa	  	Cott Beverages Inc./Royal Crown International Division	  	196202134	  	26-Jun-1962	  	ROYAL CROWN
	South Korea	  	DS Waters of America, Inc.	  	40-0867189	  	2-Jun-11	  	NURSERY
	Spain	  	Cott Beverages Inc./Royal Crown International Division	  	431779	  	30-June-1967	  	DIET-RITE
	Spain	  	Cott Beverages Inc./Royal Crown International Division	  	622002	  	05-Apr-1973	  	RC
	Spain	  	Cott Corporation	  	1951513	  	05-Oct-1995	  	COTT
	Spain	  	Cott Beverages Limited	  	996972	  		  	EMERGE
	Spain	  	Cott Beverages Inc./Royal Crown International Division	  	622003	  	03-Oct-1974	  	ROYAL CROWN
	St. Lucia	  	Cott Beverages Inc./Royal Crown International Division	  	1051970	  	25-Aug-1970	  	ROYAL CROWN
	St. Lucia	  	Cott Beverages Inc./Royal Crown International Division	  	1041970	  	25-Aug-1970	  	RC (Stylized)
	St. Lucia	  	Cott Beverages Inc./Royal Crown International Division	  	TM2013000137	  	24-May-2013	  	RC
	St. Maarten	  	Cott Beverages Inc./Royal Crown International Division	  	4175	  	20-Jan-1984	  	RC
	Suriname	  	Cott Beverages Inc./Royal Crown International Division	  	21595	  	03-Oct-2008	  	RED RAIN









 * * * CONFIDENTIAL * * * 

 


									
	 Country
	  	 Owner
	  	Registration
Number	  	 Date
	  	 Trademark

	Suriname	  	Cott Beverages Inc./Royal Crown International Division	  	21923	  	26-May-2009	  	RC ZERO
	Suriname	  	Cott Beverages Inc./Royal Crown International Division	  	7390	  	08-Oct-1971	  	RC
	Suriname	  	Cott Beverages Inc./Royal Crown International Division	  	7389	  	08-Oct-1971	  	ROYAL CROWN
	Swaziland	  	Cott Beverages Inc./Royal Crown International Division	  	2471971SA	  	16-Aug-1971	  	RC
	Swaziland	  	Cott Beverages Inc./Royal Crown International Division	  	3952012	  	13-Sep-2012	  	ROYAL CROWN
	Sweden	  	Cott Beverages Inc./Royal Crown International Division	  	128904	  	24-Oct-1969	  	DIET-RITE
	Sweden	  	Cott Beverages Inc./Royal Crown International Division	  	323317	  	09-May-1997	  	UPPER 10
	Sweden	  	Cott Beverages Inc./Royal Crown International Division	  	322345	  	21-Mar-1997	  	ROYAL CROWN
	Sweden	  	Cott Beverages Inc./Royal Crown International Division	  	125386	  	15-Nov-1968	  	DIET-RITE
	Switzerland	  	Cott Beverages Inc./Royal Crown International Division	  	395685	  	05-Jun-1972	  	ROYAL CROWN COLA RC (Stylized)
	Switzerland	  	Cott Beverages Inc./Royal Crown International Division	  	628460	  	19-Apr-2012	  	RC
	Switzerland	  	Cott Beverages Inc./Royal Crown International Division	  	628466	  	19-Apr-2012	  	ROYAL CROWN
	Syria	  	Cott Beverages Inc./Royal Crown International Division	  	19781	  	03-Oct-1974	  	ROYAL CROWN (Arabic Characters)
	Syria	  	Cott Beverages Inc./Royal Crown International Division	  	10179	  	03-Oct-2009	  	RC (Arabic Characters)
	Syria	  	Cott Beverages Inc./Royal Crown International Division	  	127061	  	21-Dec-2013	  	RCQ (Latin & Arabic Characters)
	Syria	  	Cott Beverages Inc./Royal Crown International Division	  	127060	  	18-Dec-2013	  	RC ZERO (Latin & Arabic Characters)









 * * * CONFIDENTIAL * * * 

 


									
	 Country
	  	 Owner
	  	Registration
Number	  	 Date
	  	 Trademark

	Syria	  	Cott Beverages Inc./Royal Crown International Division	  	13605	  	03-Aug-1967	  	RC
	Syria	  	Cott Beverages Inc./Royal Crown International Division	  	24911	  	23-Dec-1975	  	UPPER 10
	Syria	  	Cott Beverages Inc./Royal Crown International Division	  	13606	  	03-Aug-1967	  	ROYAL CROWN
	Taiwan	  	Cliffstar LLC	  	1375619	  	01-Sep-2009	  	SHANSTAR & Design
	Taiwan	  	Cott Beverages Inc./Royal Crown International Division	  	790102	  	16-Dec-1997	  	ROYAL CROWN
	Taiwan	  	Cott Beverages Inc./Royal Crown International Division	  	782264	  	16-Oct-1997	  	RC
	Taiwan	  	Cott Beverages Inc./Royal Crown International Division	  	738695	  	01-Dec-1996	  	ROYAL CROWN DRAFT
	Taiwan	  	Cott Beverages Inc./Royal Crown International Division	  	818609	  	16-Sep-1998	  	DIET RITE
	Taiwan	  	Cott Beverages Inc./Royal Crown International Division	  	1144574	  	16-Mar-2005	  	RC EDGE
	Taiwan	  	DS Waters of America, Inc.	  	1442340	  	1-Dec-10	  	NURSERY
	Tajikistan	  	Cott Beverages Inc./Royal Crown International Division	  	TJ6624	  	18-Mar-2005	  	ROYAL CROWN COLA & RC Design
	Tajikistan	  	Cott Beverages Inc./Royal Crown International Division	  	TJ2538	  	13-Jul-1994	  	UPPER 10 (Stylized)
	Tajikistan	  	Cott Beverages Inc./Royal Crown International Division	  	1733	  	03-Jan-1995	  	RC (Stylized)
	Tajikistan	  	Cott Beverages Inc./Royal Crown International Division	  	3823	  	12-May-1999	  	KICK
	Tajikistan	  	Cott Beverages Inc./Royal Crown International Division	  	1747	  	23-Jan-1995	  	ROYAL CROWN COLA RC (Stylized)
	Tajikistan	  	Cott Beverages Inc./Royal Crown International Division	  	TJ2555	  	13-Jul-1994	  	ROYAL CROWN









 * * * CONFIDENTIAL * * * 

 


									
	 Country
	  	 Owner
	  	Registration
Number	  	 Date
	  	 Trademark

	Thailand	  	Cott Beverages Inc./Royal Crown International Division	  	KOR79581	  	28-Jun-1972	  	ROYAL CROWN
	Thailand	  	Cott Beverages Inc./Royal Crown International Division	  	KOR79285	  	02-Nov-1979	  	RC COLA & Design (Thai Characters)
	Thailand	  	Cott Beverages Inc./Royal Crown International Division	  	KOR80619	  	14-Jul-1972	  	RC
	Thailand	  	Cott Beverages Inc./Royal Crown International Division	  	KOR229506	  	08-Nov-2005	  	RCQ (Stylized)
	Trinidad and Tobago	  	Cott Beverages Inc./Royal Crown International Division	  	1362	  	28-Nov-1963	  	ROYAL CROWN COLA
	Trinidad and Tobago	  	Cott Beverages Inc./Royal Crown International Division	  	6018	  	01-Oct-1974	  	ROYAL CROWN
	Tunisia	  	Cott Beverages Inc./Royal Crown International Division	  	EE060192	  	2/3/2006	  	UPPER 10 (Stylized)
	Tunisia	  	Cott Beverages Inc./Royal Crown International Division	  	EE85314	  	17-Dec-1970	  	RC (Latin & Arabic Characters)
	Tunisia	  	Cott Beverages Inc./Royal Crown International Division	  	EE910016	  	13-Jan-1976	  	DIET RITE (Stylized)
	Tunisia	  	Cott Beverages Inc./Royal Crown International Division	  	EE85313	  	17-Dec-1970	  	ROYAL CROWN (Latin & Arabic Characters)
	Turkey	  	Cott Beverages Inc./Royal Crown International Division	  	176002	  	24-Jun-1996	  	RC
	Turkey	  	Cott Beverages Inc./Royal Crown International Division	  	94630	  	19-Nov-1973	  	ROYAL CROWN
	Turkey	  	Cott Beverages Inc./Royal Crown International Division	  	200635555	  	21-Jul-2006	  	RC & Design
	Turkmenistan	  	Cott Beverages Inc./Royal Crown International Division	  	9201	  	12-Apr-2007	  	RCQ (Stylized)
	Turkmenistan	  	Cott Beverages Inc./Royal Crown International Division	  	9202	  	12-Apr-2007	  	ROYAL CROWN COLA & RC Design
	Turks and Caicos	  	DS Waters of America, Inc.	  	15476	  	24-June-2008	  	NURSERY









 * * * CONFIDENTIAL * * * 

 


									
	 Country
	  	 Owner
	  	Registration
Number	  	 Date
	  	 Trademark

	Ukraine	  	Cott Beverages Inc.	  	120638	  	25-Mar-2010	  	ORIENT EMPORIUM TEA CO.
	Ukraine	  	Cott Beverages Inc./Royal Crown International Division	  	10867	  	30-Oct-1998	  	ROYAL CROWN
	Ukraine	  	Cott Beverages Inc./Royal Crown International Division	  	16622	  	16-Oct-2000	  	KICK
	Ukraine	  	Cott Beverages Inc./Royal Crown International Division	  	67288	  	15-Sep-2006	  	ROYAL CROWN COLA & RC Design
	United Arab Emirates	  	Cott Beverages Inc./Royal Crown International Division	  	59591	  	16-Apr-2006	  	RC
	United Arab Emirates	  	Cott Beverages Inc./Royal Crown International Division	  	164430	  	15-Feb-2012	  	RC ZERO
	United Arab Emirates	  	Cott Beverages Inc./Royal Crown International Division	  	44580	  	06-Jan-2004	  	COTT
	United Arab Emirates	  	Cott Beverages Inc./Royal Crown International Division	  	23530	  	18-Oct-2000	  	RC EDGE
	United Arab Emirates	  	Cott Beverages Inc./Royal Crown International Division	  	161778	  	02-Jan-2012	  	RC (Arabic Characters)
	United Arab Emirates	  	Cott Beverages Inc./Royal Crown International Division	  	40448	  	21-May-2003	  	ROYAL CROWN
	Uruguay	  	Cott Beverages Inc./Royal Crown International Division	  	391789	  	13-May-2008	  	ORIENT EMPORIUM TEA CO.
	Uruguay	  	Cott Beverages Inc./Royal Crown International Division	  	391788	  	13-May-2008	  	EMERGE
	Uruguay	  	Cott Beverages Inc./Royal Crown International Division	  	391790	  	13-May-2008	  	RED RAIN
	Uruguay	  	Cott Beverages Inc./Royal Crown International Division	  	391866	  	05-Jun-1998	  	RC
	Uruguay	  	Cott Beverages Inc./Royal Crown International Division	  	391865	  	31-May-1976	  	ROYAL CROWN
	Uruguay	  	Cott Beverages Inc./Royal Crown International Division	  	383114	  	7/23/2007	  	ROYAL CROWN COLA & RC Design









 * * * CONFIDENTIAL * * * 

 


									
	 Country
	  	 Owner
	  	Registration
Number	  	 Date
	  	 Trademark

	Uruguay	  	DS Waters of America, Inc.	  	381925	  	28-Apr-08	  	NURSERY
	Uzbekistan	  	Cott Beverages Inc./Royal Crown International Division	  	5471	  	18-Nov-1996	  	ROYAL CROWN
	Uzbekistan	  	Cott Beverages Inc./Royal Crown International Division	  	5473	  	16-Nov-1996	  	UPPER 10 (Stylized)
	Uzbekistan	  	Cott Beverages Inc./Royal Crown International Division	  	7183	  	19-Mar-1998	  	KICK
	Uzbekistan	  	Cott Beverages Inc./Royal Crown International Division	  	13425	  	27-Apr-2005	  	RC & Design
	Venezuela	  	Cott Beverages Inc.	  	P189755	  	29-May-1996	  	STARS & STRIPES
	Venezuela	  	Cott Beverages Inc./Royal Crown International Division	  	P292190	  	02-Mar-2009	  	RC & Design
	Venezuela	  	Cott Beverages Inc./Royal Crown International Division	  	F118455	  	22-Apr-1986	  	RC
	Venezuela	  	Cott Beverages Inc./Royal Crown International Division	  	157687F	  	02-May-1994	  	ROYAL CROWN
	Venezuela	  	Cott Beverages Inc./Royal Crown International Division	  	139275	  	09-Oct-1990	  	ROYAL CROWN
	Venezuela	  	DS Waters of America, Inc.	  	P284667	  	21-Apr-08	  	NURSERY
	Vietnam	  	Cott Beverages Inc./Royal Crown International Division	  	2344	  	03-Mar-1991	  	ROYAL CROWN
	Vietnam	  	Cott Beverages Inc./Royal Crown International Division	  	1975	  	11-Dec-1990	  	UPPER 10
	Vietnam	  	Cott Beverages Inc./Royal Crown International Division	  	142224	  	08-Feb-2010	  	RC & Design
	West Bank	  	Cott Beverages Inc./Royal Crown International Division	  	3949	  	29-Mar-2000	  	RC
	West Bank	  	Cott Beverages Inc./Royal Crown International Division	  	3950	  	29-Mar-2000	  	ROYAL CROWN
	West Bank	  	Cott Beverages Inc./Royal Crown International Division	  	6582	  	13-May-2002	  	ROYAL CROWN COLA & RC Design (in English) (Label in color)









 * * * CONFIDENTIAL * * * 

 


									
	 Country
	  	 Owner
	  	Registration
Number	  	 Date
	  	 Trademark

	West Bank	  	Cott Beverages Inc./Royal Crown International Division	  	6580	  	13-May-2002	  	ROYAL CROWN COLA & RC Design (in Arabic) (Label in color)
	Yemen, Republic of	  	Cott Beverages Inc./Royal Crown International Division	  	28411	  	17-Oct-2006	  	RC (Block Letters)
	Yemen, Republic of	  	Cott Beverages Inc./Royal Crown International Division	  	6097	  	07-Jan-1997	  	ROYAL CROWN
	Yemen, Republic of	  	Cott Beverages Inc./Royal Crown International Division	  	6403	  	19-Mar-1997	  	ROYAL CROWN COLA RC COLA & Design
	Zambia	  	Cott Beverages Inc./Royal Crown International Division	  	55394	  	19-Dec-1994	  	DIET-RITE
	Zambia	  	Cott Beverages Inc./Royal Crown International Division	  	55494	  	19-Dec-1994	  	ROYAL CROWN RC (Stylized)
	Zambia	  	Cott Beverages Inc./Royal Crown International Division	  	55594	  	19-Dec-1994	  	ROYAL CROWN
	Zimbabwe	  	Cott Beverages Inc./Royal Crown International Division	  	62071	  	05-Aug-1971	  	ROYAL CROWN
	Zimbabwe	  	Cott Beverages Inc./Royal Crown International Division	  	44499	  	08-Apr-1999	  	RC EDGE
	Zimbabwe	  	Cott Beverages Inc./Royal Crown International Division	  	7202006	  	30-Apr-2007	  	ROYAL CROWN COLA & RC Design
	WIPO	  	Cott Beverages Limited	  	996972	  	11-Mar-2009	  	EMERGE
	WIPO	  	Cott Beverages Limited	  	941160	  	02-OCT-2007	  	ORIENT EMPORIUM TEA CO









 * * * CONFIDENTIAL * * * 

 

 International 

Trademark Applications 
  

									
	 Country Name
	  	 Owner
	  	Application
Number	  	 Date
	  	 Trademark

	Albania	  	Cott Beverages Inc./Royal Crown International Division	  	ALT2014116	  	10-Mar-2014	  	UPPER 10
	Argentina	  	Cott Beverages Inc./Royal Crown International Division	  	3208309	  	19-Nov-2012	  	RC
	Bahamas	  	DS Waters of America, Inc.	  	30640	  	14-Jun-07	  	NURSERY
	Bangladesh	  	Cott Beverages Inc./Royal Crown International Division	  	173100	  	09-Mar-2014	  	RC
	Bangladesh	  	Cott Beverages Inc./Royal Crown International Division	  	173101	  	09-Mar-2014	  	UPPER 10
	Bangladesh	  	Cott Beverages Inc./Royal Crown International Division	  	174472	  	22-Apr-2014	  	ROYAL CROWN
	Bangladesh	  	Cott Beverages Inc./Royal Crown International Division	  	45413	  	05-Dec-1995	  	RC
	Bangladesh	  	Cott Beverages Inc./Royal Crown International Division	  	45412	  	05-Dec-1995	  	UPPER 10
	Bangladesh	  	Cott Beverages Inc./Royal Crown International Division	  	142326	  	27-Apr-2011	  	RC ZERO
	Bangladesh	  	Cott Beverages Inc./Royal Crown International Division	  	178844	  	21-Sep-2014	  	RC ZERO (Stylized)
	Barbados	  	Cott Beverages Inc./Royal Crown International Division	  	8122795	  	01-Mar-2007	  	RC & Design
	Bermuda	  	Cott Beverages Inc./Royal Crown International Division	  	53665	  	03-June-2014	  	ROYAL CROWN COLA RC (Stylized)
	Bermuda	  	Cott Beverages Inc./Royal Crown International Division	  	53666	  	03-June-2014	  	RC (Stylized)
	Bermuda	  	Cott Beverages Inc./Royal Crown International Division	  	53667	  	03-June-2014	  	ROYAL CROWN
	Brazil	  	Cott Beverages Inc./Royal Crown International Division	  	831266813	  	22-Nov-2011	  	ROYAL CROWN BAM









 * * * CONFIDENTIAL * * * 

 


									
	 Country Name
	  	 Owner
	  	Application
Number	  	 Date
	  	 Trademark

	China	  	DS Waters of America, Inc.	  	6513836	  	16-Jan-08	  	WATER.COM
	China	  	DS Waters of America, Inc.	  	6513628	  	16-Jan-08	  	WATER.COM
	Colombia	  	Cott Beverages Inc./Royal Crown International Division	  	14249717	  	12-Nov-2014	  	STARS & STRIPES
	Cuba	  	Cott Beverages Inc./Royal Crown International Division	  	20130775	  	27-Nov-2013	  	RC
	Cuba	  	Cott Beverages Inc./Royal Crown International Division	  	20130774	  	27-Nov-2013	  	ROYAL CROWN
	Cuba	  	Cott Beverages Inc./Royal Crown International Division	  	20130776	  	27-Nov-2013	  	RCQ
	Dominican Republic	  	Cott Beverages Inc.	  	20145311	  	24-Feb-2014	  	MULBERRY FARMS Logo
	Dominican Republic	  	Cott Beverages Inc.	  	20145310	  	24-Feb-2014	  	MULBERRY FARMS
	Ecuador	  	Cott Beverages Inc./Royal Crown International Division	  	201224512	  	04-Jul-2012	  	COTT
	Egypt	  	Cott Beverages Inc./Royal Crown International Division	  	299949	  	19-Mar-2014	  	ROYAL CROWN (Arabic Characters)
	Egypt	  	Cott Beverages Inc./Royal Crown International Division	  	252885	  	01-Nov-2012	  	RC Arabic Logo in Color
	Egypt	  	Cott Beverages Inc./Royal Crown International Division	  	215805	  	29-Apr-2008	  	ROYAL CROWN COLA & RC Design
	Egypt	  	Cott Beverages Inc./Royal Crown International Division	  	266653	  	30-Oct-2011	  	RC COLA & Design (Color)
	Ethiopia	  	Cott Beverages Inc./Royal Crown International Division	  	FTM/
4887/2014	  	24-Sep-2014	  	ROYAL CROWN
	Ethiopia	  	Cott Beverages Inc./Royal Crown International Division	  	FTM/
4882/2014	  	24-Sep-2014	  	RC
	India	  	Cott Beverages Inc./Royal Crown International Division	  	1802620	  	02-Apr-2009	  	RC ZERO
	Iraq	  	Cott Beverages Inc./Royal Crown International Division	  	60555	  	21-Dec-2011	  	ROYAL CROWN









 * * * CONFIDENTIAL * * * 

 


									
	 Country Name
	  	 Owner
	  	Application
Number	  	 Date
	  	 Trademark

	Iraq	  	Cott Beverages Inc./Royal Crown International Division	  	60554	  	21-Dec-2011	  	RCQ
	Iraq	  	Cott Beverages Inc./Royal Crown International Division	  	60556	  	21-Dec-2011	  	RC
	Iraq	  	Cott Beverages Inc./Royal Crown International Division	  	63046	  	23-Oct-2012	  	COTT RAIN
	Kenya	  	Cott Beverages Inc./Royal Crown International Division	  	81625	  	31-Jan-2014	  	ROYAL CROWN
	Kenya	  	Cott Beverages Inc./Royal Crown International Division	  	81624	  	31-Jan-2014	  	RC
	Korea, Republic of	  	Cliffstar LLC	  	4020140066513	  	06-Oct-2014	  	GOLDEN CROWN
	Korea, Republic of	  	Cott Beverages Inc./Royal Crown International Division	  	528732012	  	22-Aug-2012	  	VESS
	Kosovo	  	Cott Beverages Inc./Royal Crown International Division	  	KSM2013234	  	11-Mar-2013	  	RED RAIN Lion Design
	Kosovo	  	Cott Beverages Inc./Royal Crown International Division	  	KSM201422	  	17-Jan-2014	  	RC NEO
	Kuwait	  	Cott Beverages Inc./Royal Crown International Division	  	115659	  	01-Nov-2010	  	RC COLA (Stylized) in Arabic Characters
	Lebanon	  	Cott Beverages Inc./Royal Crown International Division	  	160228	  	16-Sep-2014	  	UPPER 10
	Lebanon	  	Cott Beverages Inc./Royal Crown International Division	  	133655	  	31-Mar-2011	  	RC Logo (Arabic Characters in Black & White)
	Malaysia	  	Cott Beverages Inc./Royal Crown International Division	  	2013001523	  	25-Jan-2013	  	ROYAL CROWN
	Malaysia	  	Cott Beverages Inc./Royal Crown International Division	  	6000013	  	1/3/2006	  	ROYAL CROWN COLA & RC Design
	Mexico	  	DS Waters of America, Inc.	  	1036846	  	28-Sep-09	  	




	Mexico	  	DS Waters of America, Inc.	  	1165198	  	22-Mar-11	  	SPARKLETTS









 * * * CONFIDENTIAL * * * 

 


									
	 Country Name
	  	 Owner
	  	Application
Number	  	 Date
	  	 Trademark

	Nigeria	  	Cott Beverages Inc./Royal Crown International Division	  	FTM201111962	  	12-Jul-2011	  	RC
	Nigeria	  	Cott Beverages Inc./Royal Crown International Division	  	FTM201111963	  	12-Jul-2011	  	ROYAL CROWN
	Panama	  	Cliffstar LLC	  	22305001	  	22-May-2013	  	GOLDEN CROWN
	Panama	  	Cott Beverages Inc./Royal Crown International Division	  	22163201	  	03-Jun-2013	  	ROYAL CROWN
	Serbia	  	Cott Beverages Inc./Royal Crown International Division	  	Z20141163	  	07-Aug-2014	  	RC COLA (Color label)
	Serbia	  	Cott Beverages Inc./Royal Crown International Division	  	Z79606	  	3/31/2006	  	RED RAIN
	Syria	  	Cott Beverages Inc./Royal Crown International Division	  	5923	  	18-Sep-2012	  	DIET RC
	Syria	  	Cott Beverages Inc./Royal Crown International Division	  	5839	  	11-Sep-2012	  	ROYAL CROWN
	Syria	  	Cott Beverages Inc./Royal Crown International Division	  	5838	  	11-Sep-2012	  	ROYAL CROWN (Arabic characters)
	Syria	  	Cott Beverages Inc./Royal Crown International Division	  	667	  	13-Jan-2011	  	RC
	Syria	  	Cott Beverages Inc./Royal Crown International Division	  	668	  	13-Jan-2011	  	RC Logo (Arabic characters in color)
	Tajikistan	  	Cott Beverages Inc.	  	14013064	  	02-Jun-2014	  	MULBERRY FARMS Logo
	Tajikistan	  	Cott Beverages Inc.	  	14013065	  	02-Jun-2014	  	MULBERRY FARMS
	Tajikistan	  	Cott Beverages Inc.	  	14013066	  	02-Jun-2014	  	MULBERRY FARMS ICE
	Tajikistan	  	Cott Beverages Inc./Royal Crown International Division	  	14012954	  	20-Feb-2014	  	UPPER 10
	Uzbekistan	  	Cott Beverages Inc./Royal Crown International Division	  	MGU20140311	  	20-Feb-2014	  	UPPER 10
	Venezuela	  	Cliffstar LLC	  	2012003275	  	24-Feb-2012	  	GOLDEN CROWN









 * * * CONFIDENTIAL * * * 

 

 Copyrights 

Canada 
  

							
	 Recordation Title
	  	 Recordation
Number
	  	 Date
	  	 Unregistered Copyrights Referenced

	Release of security interest in copyrights (reg. no. 1057660) of JP Morgan Chase Bank, N.A. in favor of Cott Corporation Corporation Cott	  	1080098	  	9/17/10	  	HAPPY-UP, HAPPY POP, GIGGLE, HAPPY NATURAL, C’MON GET HAPPY, HIGHLAND SPRING, HAPPY POP & DESIGN, NICE-N-LIFE
	Assignment from Brio Beverages Inc. to Cott Beverages West Ltd.	  	46786	  	5/15/97	  	HAPPY NATURAL, HIGHLAND SPRING, NICE-N-LITE, HAPPY-UP, C’MON GET HAPPY, HAPPY POP & DESIGN, GIGGLE, HAPPY POP
	Certificate of amalgamation (reg. #46786) granting interest from Cott Beverages West Ltd. to Cott Corporation Corporation Cott	  	1057443	  	4/8/08	  	HAPPY NATURAL, HIGHLAND SPRING , NICE-N-LITE, HAPPY-UP, C’MON GET HAPPY, HAPPY POP & DESIGN, GIGGLE, HAPPY POP

 United States 
  

							
	 Owner
	  	 Registration

Number
	  	 Date
	  	 Copyright

	DS Services of America, Inc. (claimant in Copyright Office records is Suntory Water Group, Inc.)	  	TX0003653712**	  	9/27/93	  	The book of water
	DS Services of America, Inc. (claimant in Copyright Office records is Suntory Water Group, Inc.)	  	TX0003647986**	  	9/27/93	  	The 10-k thirst quencher really, really good stuff stuffing contest: Official Rules
	DS Services of America, Inc.(claimant in Copyright Office records is Cloister Spring Water Company)	  	VA0000843419**	  	3/13/97	  	Mountain scene
	DS Services of America, Inc. (claimant in Copyright Office records is DS Waters of America, Inc.)	  	VA0001385440**	  	9/25/93	  	Water delivery man

  

	**	These four registrations have unreleased security interests in favor of JP Morgan Chase Bank and DS Services of America, Inc. will use commercially reasonable efforts to obtain releases for each prior to Closing.










 * * * CONFIDENTIAL * * * 

 

 Licenses [***] [Certain License information redacted] 

Canada 
  

									
	 Licensor
	  	 Licensee
	  	 Registration / Application
Number
	 	 Date
	  	 Description

	S.M. Jaleel & Company Limited	  	Cott Beverages Canada	  	492,131	 	31-JAN-1999	  	CHUBBY Character and Design
	S.M. Jaleel & Company Limited	  	Cott Beverages Canada	  	891,288	 	31-JAN-1999	  	CHUBBY
	S.M. Jaleel & Company Limited	  	Cott Beverages Canada	  	844,168	 	31 JAN 1999	  	Chubby Bottle Distinguishing Guise
	Star Child Design Inc.	  	Cott Corporation	  	TMA484207/0794806(CIPO)	 	1 AUG 2007	  	SIMPLY KIDS
	Star Child Design Inc.	  	Cott Corporation	  	TMA568790/1058837(CIPO)	 	10 OCT 2002	  	Star Child Design
	Star Child Design Inc.	  	Cott Corporation	  	TMA568791/1058703(CIPO)	 	10 OCT 2002	  	Simply Kids and Design
	Star Child Design Inc.	  	Cott Corporation	  	TAM648138/1238948(CIPO)	 	15 SEPT 2005	  	100% Petit
	Copyright Clearance Center	  	Cott Beverages Inc.	  	None Indicated	 	12 NOV 2013	  	Renewal of the Annual copyright license agreement with CCC
	Skinny Nutritional Corp.	  	Cott Beverages Inc.	  	2,557,075	 	31 JAN 2012	  	
	Pop Shoppe	  	Cott Corporation	  	None Indicated	 	26 FEB 2012	  	License of the Pop Shoppe brand
	Orthodox Union	  	Cott Corporation	  	None Indicated	 	19 JULY 2012	  	Kosher Certification License









 * * * CONFIDENTIAL * * * 

 

 United Kingdom 
  

									
	 Licensor
	  	 Licensee
	  	Registration/
Application
Number	  	 Date
	  	 Description

	[***]	  	Cott Beverages Limited	  		  	[***]	  	[***]
	Caribbean Flavors, Ltd.	  	Cott Beverages Limited	  		  	6/29/06	  	 License of the following marks in conjunction with a Manufacturing and Distribution agreement:

D&G
 TING

KOLA CHAMPAGNE
 KOOL KAT

OLD JAMAICAN
 DESNOES & GEDDES

	Cott Beverages Limited	  	 1) Choice Brands Europe Limited
 2) Retail
Brands (Holdings) BV
 3) Cott UK Limited
	  	1585494	  	12-SEP-1994	  	COTT (Classes 30 and 32)
	Cott Beverages Limited	  	Cott Beverages Limited	  	2102231	  	7-OCT-1999	  	BEN SHAWS (Class 32)

  

	1.	Strategic Alliance Agreement dated as of November 12, 2013 by and between DS Waters of America, Inc. and Primo Water Corporation. 


	2.	Oracle License and Services Agreement dated November 30, 2004, by and between DS Waters of America, Inc. and Oracle Corporation, as amended by Amendment One dated November 30, 2004, by and between the parties;
Service Contract Details, dated September 1, 2012; Ordering Document, dated September 30, 2012; Service Contract Details, dated October 31, 2012. 


	3.	Master Services Agreement dated January 9, 2013, by and between DS Waters of America, Inc. and Rimini Street, Inc., Statement of Work No. 1 Oracle Technology Support Services, dated January 9, 2013 and
Statement of Work No. 2 Oracle Technology Support Services, dated January 9, 2013. 


	4.	Microsoft Volume Licensing Agreement dated April 1, 2014, by and between DS Services of America, Inc. and Microsoft Licensing, GP. 









 * * * CONFIDENTIAL * * * 

 


	5.	DS Waters of America, Inc. licenses certain Owned Intellectual Property to third parties to produce products on behalf of DS Waters of America, Inc. including the Contracts with Advanced Refreshment LLC and Niagara
Bottling, LLC, set forth on Section 4.11(a)(ii). 


	6.	Private Label Supply Agreement dated October 30, 2014, by and between Unified Grocers, Inc. and DS Services of America, Inc. 


	7.	Supplier Business Relationship Agreement dated November 17, 2005, by and between Sonic Industries, Inc. and The Standard Companies, Inc. 


	8.	Supply Agreement dated October 1, 2013, between DS Services of America, Inc. and Winn-Dixie Stores, Inc. 


	9.	Master Agreement dated January 1, 2007, by and between DS Waters of America, Inc. (as assignee of The Standard Companies, Inc.) and G6 Hospitality LLC (as successor to Accor North America, Inc.). 



	10.	Packaging and Distribution Agreement dated March 24, 2012, by and between Reily Foods Company and DS Waters of America, Inc. 


	11.	Distribution Agreement between Mars Drinks North America, LLC and DS Waters of America, Inc., dated May 2014. 


	12.	Amended and Restated Provider Agreement dated September 13, 2011, by and between DS Waters of America, Inc. and Costco Wholesale Corporation. 


	13.	Supply Agreement with Target Stores, Inc. 


	14.	Supply Agreement dated August 4, 2011, between Sodexo Operations, LLC and DS Waters of America, Inc. 


	15.	Supply Agreement dated October 1, 2013, between DS Services of America, Inc. and Winn-Dixie Stores, Inc. 


	16.	Non-Stocked Product Vendor Program Agreement dated May 23, 2013, between DS Waters of America, Inc. and Staples the Office Superstore, LLC and its Affiliates. 


	17.	Notwithstanding its expiration, DS Waters of America, Inc. continues to purchase certain products from Solo Cup Operating Corporation and its parent company Dart Container Corporation pursuant to the terms and
conditions of that certain Supply Agreement for Cups dated July 1, 2008, by and between DS Waters of America, Inc. and Solo Cup Operating Corporation. 


	18.	Product Supply Agreement dated August 9, 2013, between Cascade Coffee, Inc. and DS Waters of America, Inc. 









 * * * CONFIDENTIAL * * * 

 


	19.	Amended and Restated Provider Agreement dated September 13, 2011, by and between DS Waters of America, Inc. and Costco Wholesale Corporation. 


	20.	Private Label Purchase Agreement dated January 1, 2007, by and between DS Waters of America, Inc. and Polar Corp. d/b/a Polar Beverages. 


	21.	Product Sales Agreement dated September 30, 2005, by and between DS Waters of America, LP and International Paper Company. 


	22.	Distributorship Agreement dated January 23, 2014, by and between Mountain Valley Spring Company, LLC and DS Waters of America, Inc. 









 * * * CONFIDENTIAL * * * 

 

 Industrial Designs 

Canada 
  

							
	 Owner
	  	 Registration
Number
	  	 Date
	  	 Description

	Cott Beverages Inc.	  	126935	  	20-Mar-2009	  	Bottle
	Cott Beverages Inc.	  	129656	  	20-Mar-2009	  	Bottle

 United Kingdom 
  

							
	 Owner
	  	 Registration
Number
	  	 Date
	  	 Description

	Cott Beverages Limited	  	3011241	  	28-FEB-2003	  	Design of Bottle
	Cott Beverages Limited	  	3011014	  	20-FEB-2003	  	Design of Bottle
	Cott Beverages Limited	  	3011013	  	20-FEB-2003	  	Design of Bottle









 * * * CONFIDENTIAL * * * 

 

 Internet Domain Names 

 

							
	 Owner
	  	 Registrar
	  	 Expiration Date
	  	 Domain Name

	Cott Corporation	  	Network Solutions	  	June 13, 2015	  	Bombshellenergy.com
	Cott Corporation	  	Network Solutions	  	June 13, 2015	  	Drinkstarsandstripes.com
	Cott Corporation	  	Network Solutions	  	June 29, 2015	  	superfruitsbrand.com
	Cott Corporation	  	Network Solutions	  	July 3, 2015	  	Rccolainternational.com
	Cott Corporation	  	Network Solutions	  	July 31, 2015	  	cott-beverages.com
	Cott Corporation	  	Network Solutions	  	August 8, 2015	  	barealldrinks.com
	Cott Corporation	  	Network Solutions	  	September 7, 2015	  	Orientemporium.com
	Cott Corporation	  	Network Solutions	  	September 7, 2015	  	Orientemporiumteaco.com
	Cott Corporation	  	Network Solutions	  	September 8, 2015	  	Cott.com
	Cott Corporation	  	Network Solutions	  	October 11, 2015	  	Cottvending.com
	Cott Corporation	  	Network Solutions	  	October 28, 2015	  	Drinksas.com
	Cott Corporation	  	Network Solutions	  	October 28, 2015	  	Billionbubbles.com
	Cott Corporation	  	Network Solutions	  	October 28, 2015	  	Drinkvess.com
	Cott Corporation	  	Network Solutions	  	October 28, 2015	  	Vesswhistle.com
	Cott Corporation	  	Network Solutions	  	October 28, 2015	  	Whistleorange.com
	Cott Corporation	  	Network Solutions	  	October 29, 2015	  	Drinkvintage.com
	Cott Corporation	  	Network Solutions	  	October 29, 2015	  	Fruitrefreshers.com
	Cott Corporation	  	Network Solutions	  	October 29, 2015	  	Seltzer.biz
	Cott Corporation	  	Network Solutions	  	October 28, 2015	  	Vess.us
	Cott Corporation	  	Network Solutions	  	October 29, 2015	  	Vesssoda.com
	Cott Corporation	  	Network Solutions	  	January 7, 2016	  	Cottsoda.com
	Cott Corporation	  	Network Solutions	  	January 12, 2016	  	Aftershockenergy.com
	Cott Corporation	  	Network Solutions	  	May 10, 2015	  	Drinkclearchoice.com
	Cott Corporation	  	Network Solutions	  	December 27, 2015	  	Cottnet.com
	Cott Corporation	  	Network Solutions	  	February 2, 2016	  	Redrainenergy.com
	Cott Corporation	  	Network Solutions	  	November 26, 2015	  	drinkemerge.com
	North East Retailer Brands LLC	  	Network Solutions	  	November 6, 2017	  	neretailerbrands.com
	Cott Corporation	  	Internic.ca Inc.	  	December 1, 2014	  	Cott.ca
	Cott Corporation	  	Internic.ca Inc.	  	October 11, 2015	  	Cottvending.ca
	Cott Corporation	  	Internic.ca Inc.	  	February 2, 2015	  	Redrainenergy.ca
	Patrick Parker	  	Webfusion Ltd	  	May 11, 2015	  	bare-all.co.uk
	Cott Beverages Ltd.	  	Webfusion Ltd	  	June 24, 2015	  	cott.co.uk
	Cott Beverages Ltd.	  	Webfusion Ltd	  	February 3, 2015	  	emergesport.com
	Cott Beverages Ltd.	  	Webfusion Ltd.	  	May 20, 2016	  	favouritefamilychippy.co.uk









 * * * CONFIDENTIAL * * * 

 


							
	Macaw Soft Drinks Ltd.		Webfusion Ltd		November 4, 2015		h2drinks.co.uk
	Cott Corporation (JoAnn Holmes)		Webfusion Ltd		November 4, 2015		h2drinks.com
	Macaw Soft Drinks Ltd.		Webfusion Ltd		November 4, 2015		h2kids.co.uk
	Macaw Soft Drinks Ltd.		Webfusion Ltd		November 4, 2015		h2sport.co.uk
	Macaw Soft Drinks Ltd.		Webfusion Ltd		November 4, 2015		h2spring.co.uk
	Macaw Soft Drinks Ltd.		Webfusion Ltd		November 4, 2015		h2water.co.uk
	Cott Beverages Ltd.		Webfusion Ltd		November 20, 2015		redroosterdrinks.co.uk
	Cott Beverages Ltd.		Webfusion Ltd		November 20, 2015		redroosterdrinks.com
	Cott Beverages Ltd.		Fasthosts Internet Ltd		July 22, 2015		505ifty.co.uk
	Cott Beverages Ltd.		Tucows, Inc.		July 22, 2015		505ifty.com
	Cott Beverages Ltd.		Fasthosts Internet Ltd		April 8, 2015		benshawsdrinks.co.uk
	Cott Beverages Ltd		Tucows, Inc.		April 8, 2015		benshawsdrinks.com
	Cott Beverages Ltd		Fasthosts Internet Ltd		April 8, 2015		drinksofyesteryear.co.uk
	Mark Edge (Cott Beverages Ltd)		Fasthosts Internet Ltd		July 30, 2015		emergeenergy.co.uk
	Cott Beverages Ltd		Fasthosts Internet Ltd		June 30, 2015		emergeenergyshot.co.uk
	Private registration		Tucows, Inc.		June 30, 2015		emergeenergyshot.com
	Cott Beverages Ltd		Fasthosts Internet Ltd		June 30, 2015		emergeshot.co.uk
	Private registration		Tucows, Inc.		June 30, 2015		emergeshot.com
	Cott Beverages Ltd		Webfusion Ltd		April 8, 2015		emergestimulation.co.uk
	Private registration		Tucows, Inc.		April 8, 2015		emergestimulation.com
	Cott Beverages Ltd		Fasthosts Internet Ltd		June 18, 2015		redroosterenergyshot.co.uk
	Private registration		Tucows, Inc.		June 18, 2015		redroosterenergyshot.com
	Cott Beverages Ltd		Fasthosts Internet Ltd		September 8, 2015		redroostersport.co.uk
	Cott Beverages Ltd		Tucows, Inc.		September 8, 2015		redroostersport.com
	Cott Beverages Ltd		Fasthosts Internet Ltd		September 8, 2015		redroosterstimulation.co.uk
	Cott Beverages Ltd		Tucows, Inc.		September 8, 2016		redroosterstimulation.com
	Cott Beverages Ltd		Fasthosts Internet Ltd		June 18, 2015		roostershot.co.uk
	Private registration		Tucows, Inc.		June 18, 2015		roostershot.com
	Cott Beverages Ltd		Fasthosts Internet Ltd		June 18, 2015		theenergyshot.co.uk
	Private registration		Tucows, Inc.		June 18, 2015		theenergyshot.com
	Cott Beverages Ltd		Fasthosts Internet Ltd		July 22, 2015		thejuiciercompany.co.uk
	Cott Beverages Ltd		Tucows, Inc.		July 22, 2015		thejuiciercompany.com









 * * * CONFIDENTIAL * * * 

 


							
	Cott Beverages Ltd		Fasthosts Internet Ltd		June 18, 2015		wakeupwithrooster.co.uk
	Private registration		Tucows, Inc.		June 18, 2015		wakeupwithrooster.com
	Cliffstar		Network Solutions		January 18, 2016		Cliffstar.com
	Private registration		Network Solutions		November 24, 2015		Chadwickbaybeverages.com
	Private registration		Network Solutions		February 25, 2016		Cwaymail.com
	Cliffstar		Network Solutions		January 13, 2016		Harborsidebev.com
	Cliffstar		Network Solutions		January 13, 2016		Harborsideproducts.com
	Cliffstar		Network Solutions		March 2, 2016		Juicedoit.com
	Cliffstar		Network Solutions		January 13, 2016		Mychadwickbay.com
	Cliffstar		Network Solutions		February 11, 2016		Shanstar.com
	Cliffstar		Network Solutions		November 7, 2015		Starworldtrading.biz
	Cliffstar		Network Solutions		November 8, 2015		Starworldtrading.com
	Cliffstar		Network Solutions		February 12, 2016		Theseawitch.com
	Cliffstar		Network Solutions		January 13, 2016		Yourchadwickbay.com
	Cott Beverages Ltd.		Webfusion Ltd.		March 26, 2015		Emergedrinks.com
	JoAnn Holmes		Webfusion Ltd		March 26, 2015		Emergedrinks.co.uk
	Calypso Soft Drinks Ltd.		Easily Limited		April 4, 2016		Diferyn.co.uk
	Cliffstar		Network Solutions		May 3, 2015		Chadwickbay.com
	Calypso Soft Drinks Ltd		Easily Limited		May 30, 2016		Calypsocups.co.uk
	Calypso Soft Drinks Ltd		Easily Limited		May 30, 2016		Calypsoice.co.uk
	Calypso Soft Drinks Ltd.		Easily Limited		May 30 2016		Ice-cubes.co.uk
	Calypso Soft Drinks Ltd.		Easily Limited		June 9, 2016		Calypsoshop.co.uk
	Calypso Soft Drinks Ltd.		Easily Limited		June 9, 2016		Freeze-pops.co.uk
	Calypso Soft Drinks		Ascio Technologies, Inc.		June 21, 2016		Sparkling-rapidz.com
	Calypso Soft Drinks		Easily Limited		June 21, 2016		Calypso-rapidz.co.uk
	Calypso Soft Drinks		Easily Limited		June 21, 2016		Sparkling-rapidz.co.uk
	Calypso Soft Drinks		Ascio Technologies, Inc.		August 16, 2015		Calypsosoftdrinks.com
	Cott Beverages Ltd.		Webfusion Ltd		August 22, 2015		Macb.co.uk
	Calypso Soft Drinks Ltd		Easily Limited		August 22, 2015		Umbroisotonic.co.uk
	Calypso Soft Drinks		Ascio Technologies, Inc.		August 23, 2015		Aquajuicejuicywater.com
	Calypso Soft Drinks		Ascio Technologies, Inc.		August 23, 2015		Calypsoaquajuice.com
	Calypso Soft Drinks		Ascio Technologies, Inc.		August 23, 2015		Jubbly-ice.com
	Calypso Soft Drinks		Ascio Technologies, Inc.		August 23, 2016		Jubbly-icelollies.com









 * * * CONFIDENTIAL * * * 

 


							
	Calypso Soft Drinks		Ascio Technologies, Inc.		August 23, 2016		Jubblyice.com
	Calypso Soft Drinks		Ascio Technologies, Inc.		August 23, 2016		Jubblyicelollies.com
	Calypso Soft Drinks		Ascio Technologies, Inc.		August 23, 2015		Sparklingrapidz.com
	Calypso Soft Drinks		Easily Limited		August 23, 2015		Aquajuicejuicywater.co.uk
	Calypso Soft Drinks		Easily Limited		August 23, 2015		Calypsoaquajuice.co.uk
	Calypso Soft Drinks		Easily Limited		August 23, 2015		Jubbly-ice.co.uk
	Calypso Soft Drinks		Easily Limited		August 23, 2015		Jubbly-icelollies.co.uk
	Calypso Soft Drinks		Easily Limited		August 23, 2015		Jubblyice.co.uk
	Calypso Soft Drinks		Easily Limited		August 23, 2015		Jubblyicelollies.co.uk
	Calypso Soft Drinks		Easily Limited		August 23, 2015		Juicywater.co.uk
	Calypso Soft Drinks		Easily Limited		August 23, 2015		Sparklingrapidz.co.uk
	Calypso Soft Drinks		Ascio Technologies Inc.		August 31, 2015		Mrfreeze.eu
	Cott Beverages Ltd.		Webfusion Ltd		September 1, 2016		Suso.co.uk
	Calypso Soft Drinks		Ascio Technologies, Inc.		September 6, 2015		Aquajuice67.com
	Calypso Soft Drinks		Easily Limited		September 6, 2015		Aquajuice67.co.uk
	Calypso Soft Drinks		Easily Limited		September 19, 2015		Calypsosoftdrinks.info
	Cott Beverages Ltd.		Network Solutions		September 26, 2015		Deveronspring.com
	Cott Beverages Ltd.		Webfusion Ltd		September 26, 2015		Deveronspring.co.uk
	Cott Corporation		Network Solutions		September 30, 2015		Radrainenergy.com
	Cott Corportion		Network Solutions		September 30, 2015		Vintageseltzer.com
	Calypso Soft Drinks Ltd		Easily Limited		October 1, 2018		Calypsosoftdrinks.co.uk
	Calypso Soft Drinks		Easily Limited		October 12, 2018		Peckforton.co.uk
	Cott Beverages Ltd.		Webfusion Ltd		October 13, 2016		Winwithrccola.co.uk
	Calypso Soft Drinks		Easily Limited		October 19, 2018		Aquajuice.co.uk
	Cott Corporation		Network Solutions		October 22, 2015		Scioptrient.com
	McCann Central		Webfusion Ltd.		November 15, 2015		Oldjamaicagingerbeer.com
	Cott Corporation		Network Solutions		November 23, 2015		Redrain.com
	Cott Beverages Ltd		Webfusion Ltd.		December 4, 2014		Macbwater.com
	Calypso Soft Drinks		Melbourne IT, Ltd.		December 17, 2014		Youcansurfanywhere.com
	Calypso Soft Drinks		UKServers Ltd		December 17, 2014		Youcansurfanywhere.co.uk
	Cott Beverages Ltd.		Webfusion Ltd.		January 17, 2015		Susodrinks.com
	Cott Beverages Ltd.		Webfusion Ltd		January 17, 2015		Susodrinks.co.uk
	Cott Corporation		Network Solutions		January 18, 2016		Cottpop.com
	Madhouse		Easily Limited		January 20, 2015		Mrfreezepops.co.uk
	Calypso Soft Drinks		Ascio Technologies, Inc.		August 16, 2015		Calypsosoftdrinks.com









 * * * CONFIDENTIAL * * * 

 


							
	Calypso Soft Drinks		Easily Limited		February 21, 2015		Calypsoclear.co.uk
	Calypso Soft Drinks		Easily Limited		February 21, 2015		Calypsojubbly.co.uk
	Calypso Soft Drinks Ltd.		Easily Limited		February 24, 2015		Coolcalypso.co.uk
	Calypso Soft Drinks Ltd.		Easily Limited		February 24, 2015		Cupdrinks.co.uk
	Calypso Soft Drinks Ltd.		Easily Limited		February 24, 2015		Cuplets.co.uk
	Calypso Soft Drinks Ltd.		Easily Limited		February 24, 2015		Freezedrinks.co.uk
	Calypso Soft Drinks Ltd.		Easily Limited		February 24, 2015		Fruitdrinks.co.uk
	Calypso Soft Drinks Ltd.		Easily Limited		February 24, 2015		Juicedrinks.co.uk
	Calypso Soft Drinks Ltd.		Easily Limited		February 26, 2015		Calypsorapidz.co.uk
	Cott Corporation		Network Solutions		March 2, 2015		Starphytonutrients.com
	Private registration		Tucows, Inc.		April 8, 2015		Drinksofyesteryear.com
	Private registration		GoDaddy.com		December 4, 2018		Rcinsight.com
	McCann Central		Webfusion Ltd.		July 21, 2015		Jamaicating.com
	Cott Beverages Ltd.		Webfusion Ltd		August 8, 2015		Rcrefresh.co.uk
	Cott Beverages Ltd.		Webfusion Ltd		October 19, 2015		Sangs.co.uk
	Calypso Soft Drinks Ltd.		Tucows Inc.		November 11, 2015		Calypso.co.uk
	Cott Beverages Ltd.		Webfusion Ltd		December 4, 2015		Macbwater.co.uk
	Calypso Soft Drinks Ltd.		Easily Limited		March 1, 2016		Calypsoland.co.uk
	Calypso Soft Drinks		Easily Limited		March 6, 2016		Mr-freezepops.co.uk
	Calypso Soft Drinks Ltd.		Easily Limited		March 6, 2016		Totalwatersolutions.co.uk
	Private registration		Network Solutions		May 21, 2016		18004waters.com
	DS Services of America, Inc.		Network Solutions		January 5, 2015		4wateronline.com
	DS Waters of America, Inc.		Network Solutions		May 2, 2015		4waters.com
	DS Services of America, Inc.		Network Solutions		January 5, 2015		4watersonline.com
	Private registration		Network Solutions		May 10, 2016		8004waters.com
	Private registration		Network Solutions		December 8, 2016		abitaman.com
	DS Services of America, Inc.		Network Solutions		February 24, 2015		abitamom.com
	Private registration		Network Solutions		May 4, 2016		abitasprings.com
	Private registration		Network Solutions		February 2, 2016		agua.com
	DS Waters of America, Inc.		GoDaddy.com		September 18, 2015		aguacafe.com
	Private registration		Network Solutions		November 14, 2016		albertsonswater.com
	Private registration		Network Solutions		November 10, 2015		alhambrabites.com
	Private registration		Network Solutions		November 10, 2017		alhambrablows.com
	Private registration		Network Solutions		November 10, 2017		alhambrastinks.com









 * * * CONFIDENTIAL * * * 

 


							
	Private registration		Network Solutions		October 6, 2015		alhambrasucks.com
	Private registration		Network Solutions		May 19, 2016		alhambrawater.com
	DS Services of America, Inc.		Network Solutions		April 24, 2015		alhambrawater.info
	Private registration		Network Solutions		May 2, 2016		alhambrawateremail.com
	Private registration		Network Solutions		June 6, 2016		alhambrawaters.com
	Private registration		Network Solutions		April 25, 2015		alhambrawaters.info
	Private registration		Network Solutions		April 25, 2015		alhambrawaters.net
	Private registration		Network Solutions		April 25, 2015		alhambrawaters.org
	DS Waters of America, Inc.		Network Solutions		August 22, 2016		annandalespringwater.com
	AquaSpring Water Company		GoDaddy.com		January 11, 2015		aquaspring.biz
	DS Services of America, Inc.		Network Solutions		January 6, 2015		arcticspringwater.com
	Private registration		Network Solutions		October 22, 2015		articspringwater.com
	Private registration		Network Solutions		October 1, 2015		athenachocolate.com
	Private registration		Network Solutions		October 1, 2015		athenachocolate.net
	DS Services of America, Inc.		Network Solutions		February 5, 2016		athenachocolate.org
	DS Services of America, Inc.		Network Solutions		October 1, 2015		athenachocolates.com
	Private registration		Network Solutions		October 1, 2014		athenachocolates.net
	DS Services of America, Inc.		Network Solutions		February 5, 2016		athenachocolates.org
	DS Services of America, Inc.		Network Solutions		October 1, 2016		athenapartners.net
	DS Services of America, Inc.		Network Solutions		January 17, 2016		athenapartners.org
	Private registration		Network Solutions		October 1, 2015		athenatea.com
	DS Services of America, Inc.		Network Solutions		October 1, 2015		athenatea.net
	DS Services of America, Inc.		Network Solutions		February 5, 2016		athenatea.org
	Private registration		Network Solutions		October 1, 2015		athenawater.com
	Private registration		Network Solutions		October 1, 2018		athenawater.net
	Private registration		Network Solutions		September 22, 2015		athenawater.org
	Private registration		Network Solutions		May 2, 2016		athenawateremail.com
	Private registration		Network Solutions		February 2, 2016		atlantabottledwater.com
	Private registration		Network Solutions		April 3, 2015		atlantabottledwater.info
	Private registration		Network Solutions		February 2, 2016		atlantabottledwater.net
	Private registration		Network Solutions		February 2, 2016		atlantabottledwater.org
	Private registration		Network Solutions		February 19, 2016		atlantaspringwater.com
	Private registration		Network Solutions		February 19, 2016		atlantaspringwater.net
	DS Services of America, Inc.		Network Solutions		February 19, 2016		atlantaspringwater.org
	Private registration		Network Solutions		November 7, 2015		azwaters.com
	DS Services of America, Inc.		Network Solutions		January 28, 2015		belmontsprings.com
	DS Services of America, Inc.		Network Solutions		April 24, 2015		belmontsprings.info
	DS Services of America, Inc.		Network Solutions		April 24, 2015		belmontsprings.net









 * * * CONFIDENTIAL * * * 

 


							
	DS Services of America, Inc.		Network Solutions		April 24, 2015		belmontsprings.org
	Private registration		Network Solutions		November 11, 2015		belmontspringsbites.com
	Private registration		Network Solutions		November 11, 2017		belmontspringsblows.com
	Private registration		Network Solutions		May 2, 2016		belmontspringsemail.com
	Private registration		Network Solutions		November 11, 2015		belmontspringsstinks.com
	Private registration		Network Solutions		October 6, 2015		belmontspringssucks.com
	Private registration		Network Solutions		August 20, 2016		beveragebrewers.com
	Private registration		Network Solutions		August 20, 2016		beveragebrewerservice.com
	DS Services of America, Inc.		Network Solutions		January 3, 2015		beveragesdelivered.biz
	DS Services of America, Inc.		Network Solutions		January 3, 2015		beveragesdelivered.co
	DS Services of America, Inc.		Network Solutions		January 4, 2015		beveragesdelivered.com
	DS Services of America, Inc.		Network Solutions		January 4, 2015		beveragesdelivered.info
	DS Services of America, Inc.		Network Solutions		January 4, 2015		beveragesdelivered.net
	DS Services of America, Inc.		Network Solutions		January 3, 2015		beveragesdelivered.us
	DS Services of America, Inc.		Network Solutions		January 4, 2015		beveragesdelivered.us.com
	DS Services of America, Inc.		Network Solutions		December 21, 2015		bigbearspring.com
	DS Services of America, Inc.		Network Solutions		January 6, 2015		bigbearsprings.com
	DS Services of America, Inc.		Network Solutions		January 10, 2015		blueridgemountainwater.biz
	Private registration		Network Solutions		January 25, 2018		blueridgemountainwater.com
	DS Services of America, Inc.		Network Solutions		January 11, 2016		blueridgemountainwater.info
	DS Services of America, Inc.		Network Solutions		February 2, 2015		blueridgemountainwater.net
	DS Services of America, Inc.		Network Solutions		February 2, 2015		blueridgemountainwater.org
	DS Services of America, Inc.		Network Solutions		January 2, 2016		bottledwater.com
	Audience Portal		GoDaddy.com		September 30, 2015		bottlewater.co
	Private registration		Network Solutions		July 30, 2016		bottomloadcooler.com
	Private registration		Network Solutions		July 30, 2016		bottomloadcoolers.com
	Rob Chaput		Enom, Inc.		October 9, 2015		breastcancerresearchfoundation.com
	Private registration		Network Solutions		August 20, 2016		brewedbeverage.com
	Private registration		Network Solutions		February 11, 2016		brewerrepair.com
	Private registration		Network Solutions		February 11, 2016		brewerservice.com
	Private registration		Network Solutions		August 20, 2016		brewer-service.com
	Private registration		Network Solutions		August 20, 2016		brewerservice.net
	DS Services of America, Inc.		Register.com, Inc.		December 2, 2015		chestermountain.com
	DS Services of America, Inc.		Network Solutions		January 11, 2017		cleanwater.mobi
	DS Services of America, Inc.		Network Solutions		April 14, 2015		cloisterwater.com









 * * * CONFIDENTIAL * * * 

 


							
	Private registration		Network Solutions		February 16, 2016		coffeeandwaterservice.com
	Private registration		Network Solutions		February 16, 2016		coffeeandwaterservices.com
	DS Services of America, Inc.		Network Solutions		March 20, 2015		coffeeservice.com
	Private registration		Network Solutions		July 12, 2015		coffeeservicemail.com
	DS Services of America, Inc.		Network Solutions		June 15, 2015		costcowater.com
	Private registration		Network Solutions		August 18, 2015		createdforthecause.com
	Private registration		Network Solutions		August 18, 2016		createdforthecause.net
	Private registration		Network Solutions		August 8, 2015		crystal-springs.com
	Private registration		Network Solutions		April 24, 2015		crystal-springs.info
	Private registration		Network Solutions		June 11, 2016		crystalsprings.net
	Private registration		Network Solutions		November 10, 2015		crystalspringsbites.com
	Private registration		Network Solutions		November 10, 2015		crystalspringsblows.com
	DS Services of America, Inc.		Network Solutions		July 25, 2019		crystalspringsdeal.com
	Private registration		Network Solutions		May 2, 2016		crystal-springsemail.com
	Private registration		Network Solutions		November 11, 2015		crystalspringsstinks.com
	Private registration		Network Solutions		October 6, 2015		crystalspringssucks.com
	Private registration		Network Solutions		September 5, 2018		crystalspringswater.org
	Private registration		Network Solutions		December 20, 2016		crystalspringswatercompany.com
	DS Services of America, Inc.		Network Solutions		January 23, 2016		crystalwater.com
	DS Services of America, Inc.		Network Solutions		January 23, 2016		crystalwaters.com
	Private registration		Network Solutions		November 14, 2016		cubfoodswater.com
	Private registration		Network Solutions		February 16, 2016		customwaterlabels.com
	Private registration		Network Solutions		February 16, 2016		customwaterlabels.net
	DS Services of America, Inc.		Network Solutions		July 26, 2017		dailyperk.com
	Private registration		Network Solutions		September 13, 2018		dailyrefresher.com
	Private registration		Network Solutions		September 13, 2018		dailyrefresher.net
	DS Services of America, Inc.		Network Solutions		May 26, 2015		deeprockcustomlabel.com
	DS Services of America, Inc.		Network Solutions		May 26, 2015		deeprockfiltration.com
	DS Services of America, Inc.		Network Solutions		February 22, 2016		deeprockwater.com
	Private registration		Network Solutions		September 25, 2015		directbev.solutions
	Private registration		Network Solutions		September 25, 2015		directbeverage.solutions
	Private registration		Network Solutions		October 14, 2016		directbeverages.com
	Private registration		Network Solutions		September 25, 2015		directbeveragesolutions.com
	Private registration		Network Solutions		September 24, 2015		directbeveragesolutions.net
	Private registration		Network Solutions		September 25, 2015		directbeveragesolutions.org
	DS Services of America, Inc.		Network Solutions		September 24, 2015		directbeveragesolutions.us
	Private registration		Network Solutions		September 25, 2015		directbevsolutions.com
	Private registration		Network Solutions		September 25, 2015		directbevsolutions.net
	Private registration		Network Solutions		September 25, 2015		directbevsolutions.org
	DS Services of America, Inc.		Network Solutions		September 24, 2015		directbevsolutions.us
	Private registration		Network Solutions		July 8, 2017		directcoffee.com
	Private registration		Network Solutions		October 7, 2015		directcoffeemail.com









 * * * CONFIDENTIAL * * * 

 


							
	Private registration		Network Solutions		August 22, 2015		directcoffeeservice.com
	DS Services of America, Inc.		Network Solutions		January 1, 3000		dmz.water.com
	DS Services of America, Inc.		Network Solutions		December 6, 2015		dssainc.com
	Private registration		Network Solutions		January 6, 2016		dsscrm.com
	Private registration		Network Solutions		February 24, 2019		dsservices.com
	Private registration		Network Solutions		January 11, 2016		ds-services.com
	Private registration		Network Solutions		March 31, 2016		dsservices.mobi
	Private registration		Network Solutions		March 31, 2016		ds-services.mobi
	Private registration		Network Solutions		November 11, 2015		dssllp.com
	Private registration		Network Solutions		March 31, 2016		dssservices.mobi
	DS Services of America, Inc.		Network Solutions		February 15, 2018		dswatelco.com
	DS Services of America, Inc.		Network Solutions		October 8, 2016		dswaters.com
	Private registration		Network Solutions		October 8, 2015		dswaters.net
	DS Services of America, Inc.		Network Solutions		January 15, 2015		echotabeverage.com
	Private registration		Network Solutions		November 14, 2016		farmfreshwater.com
	Private registration		Network Solutions		August 28, 2015		fetch2o.biz
	Private registration		Network Solutions		August 28, 2015		fetch2o.co
	Private registration		Network Solutions		August 29, 2015		fetch2o.com
	Private registration		Network Solutions		August 29, 2015		fetch2o.info
	Private registration		Network Solutions		August 29, 2015		fetch2o.net
	DS Services of America, Inc.		Network Solutions		August 28, 2015		fetch2o.us
	DS Services of America, Inc.		Network Solutions		February 11, 2016		fixmybrewer.com
	DS Services of America, Inc.		Network Solutions		February 11, 2016		fixyourbrewer.com
	DS Services of America, Inc.		Network Solutions		January 5, 2015		forwateronline.com
	Private registration		Network Solutions		May 3, 2015		forwaters.com
	DS Services of America, Inc.		Network Solutions		January 5, 2015		forwatersonline.com
	Private registration		Network Solutions		April 6, 2016		fountainheadwater.com
	DS Services of America, Inc.		Network Solutions		January 5, 2015		fourwateronline.com
	DS Services of America, Inc.		Network Solutions		January 5, 2015		fourwatersonline.com
	DS Services of America, Inc.		Network Solutions		December 3, 2015		getofficecoffee.com
	DS Services of America, Inc.		Network Solutions		December 3, 2015		getofficewater.com
	DS Services of America, Inc.		Network Solutions		October 19, 2019		hillcrestsprings.com
	DS Services of America, Inc.		Network Solutions		November 24, 2016		hillcrestspringwater.com
	Private registration		Network Solutions		July 16, 2015		hinckleysprings.com
	Private registration		Network Solutions		April 24, 2015		hinckleysprings.info
	Private registration		Network Solutions		April 24, 2015		hinckleysprings.net
	Private registration		Network Solutions		April 24, 2015		hinckleysprings.org









 * * * CONFIDENTIAL * * * 

 


							
	Private registration		Network Solutions		November 11, 2015		hinckleyspringsbites.com
	Private registration		Network Solutions		November 11, 2017		hinckleyspringsblows.com
	Private registration		Network Solutions		May 2, 2016		hinckleyspringsemail.com
	Private registration		Network Solutions		November 16, 2015		hinckleyspringsevents.com
	Private registration		Network Solutions		November 11, 2015		hinckleyspringsstinks.com
	Private registration		Network Solutions		October 6, 2015		hinckleyspringssucks.com
	Private registration		Network Solutions		November 14, 2016		hornbacherswater.com
	DS Services of America, Inc.		Network Solutions		November 12, 2019		imthirsty.com
	Private registration		Network Solutions		October 8, 2016		javarama.com
	Private registration		Network Solutions		October 8, 2016		javarama.net
	DS Services of America, Inc.		Network Solutions		July 27, 2015		javaramacoffee.com
	Private registration		Network Solutions		November 14, 2016		jeweloscowater.com
	Private registration		Network Solutions		March 19, 2016		kentwoodcoffee.com
	Private registration		Register.com, Inc.		July 14, 2015		kentwoodsprings.com
	Private registration		Network Solutions		April 24, 2015		kentwoodsprings.info
	Private registration		Network Solutions		April 24, 2015		kentwoodsprings.net
	Private registration		Network Solutions		April 24, 2015		kentwoodsprings.org
	Private registration		Network Solutions		November 11, 2015		kentwoodspringsbites.com
	Private registration		Network Solutions		November 11, 2017		kentwoodspringsblows.com
	Private registration		Network Solutions		May 2, 2016		kentwoodspringsemail.com
	Private registration		Network Solutions		November 11, 2015		kentwoodspringsstinks.com
	Private registration		Network Solutions		October 6, 2015		kentwoodspringssucks.com
	Private registration		Network Solutions		March 8, 2016		kidslovewater.com
	DS Services of America, Inc.		Network Solutions		November 27, 2016		kwencher.net
	Private registration		Network Solutions		April 1, 2016		milliondollarmountain.com
	Private registration		Network Solutions		June 26, 2016		mountolympuswater.com
	Private registration		Network Solutions		May 2, 2016		mountolympuswateremail.com
	DS Services of America, Inc.		Network Solutions		February 28, 2018		mountolympuswaters.com
	Private registration		Network Solutions		July 10, 2016		mowi.com
	DS Services of America, Inc.		Network Solutions		November 27, 2016		mtowater.com
	DS Services of America, Inc.		Network Solutions		January 20, 2015		mycoffeeaccount.com
	DS Services of America, Inc.		Network Solutions		January 25, 2024		mysplashwater.com
	Private registration		Network Solutions		August 11, 2016		myutapia.com
	Private registration		Network Solutions		August 11, 2016		myutapia.net
	Ice River Springs Water Co. Inc.		Webnames.ca Inc.		March 24, 2015		nurserywater.ca
	Private registration		Network Solutions		October 1, 2015		nurserywater.com
	Richard Warner		Name.com LLC		February 6, 2015		nurserywater.com.mx
	DS Services of America, Inc.		Network Solutions		March 24, 2015		officewater.com
	Private registration		Network Solutions		June 30, 2016		opremium.com
	Private registration		Network Solutions		October 19, 2015		opremium.net
	Private registration		Network Solutions		November 16, 2015		opremiumcustomlabels.com
	Private registration		Network Solutions		March 24, 2016		opremiumwater.com
	Private registration		Network Solutions		March 26, 2016		o-premium-water.com
	Private registration		Network Solutions		April 3, 2016		opremiumwaters.biz









 * * * CONFIDENTIAL * * * 

 


							
	Private registration		Network Solutions		April 9, 2016		opremiumwaters.com
	Private registration		Network Solutions		March 26, 2016		o-premium-waters.com
	Private registration		Network Solutions		April 4, 2016		opremiumwaters.info
	Private registration		Network Solutions		October 19, 2015		opremiumwaters.net
	Private registration		Network Solutions		April 4, 2016		opremiumwaters.org
	DS Services of America, Inc.		Network Solutions		November 21, 2015		opw-bottledwaterdelivery.com
	Private registration		Network Solutions		April 29, 2016		opwftp.com
	Private registration		Network Solutions		June 1, 2016		opwro.com
	Private registration		Network Solutions		July 20, 2016		opwrr.com
	Private registration		Network Solutions		July 20, 2016		opwsupport.com
	Private registration		Network Solutions		November 7, 2015		owaters.com
	DS Services of America, Inc.		Network Solutions		March 24, 2016		owaters.net
	DS Services of America, Inc.		Network Solutions		December 9, 2015		owatersrapidresponse.com
	Private registration		Network Solutions		April 16, 2016		owatertreatment.biz
	Private registration		Network Solutions		April 17, 2016		owatertreatment.com
	Private registration		Network Solutions		April 17, 2016		owatertreatment.info
	Private registration		Network Solutions		April 17, 2016		owatertreatment.net
	Private registration		Network Solutions		August 12, 2015		polandspringsplans.com
	Private registration		Network Solutions		August 12, 2015		polandspringsplans.info
	Private registration		Network Solutions		August 12, 2015		polandspringsplans.net
	Private registration		Network Solutions		August 12, 2015		polandspringsplans.org
	DS Services of America, Inc.		Network Solutions		August 11, 2015		polandspringsplans.us
	Private registration		GoDaddy.com		May 13, 2015		polycyclesolutions.com
	Private registration		Network Solutions		October 9, 2015		promowaterbottles.com
	DS Services of America, Inc.		Network Solutions		August 1, 2015		purewaterdispensers.biz
	DS Services of America, Inc.		Network Solutions		August 1, 2015		purewaterdispensers.com
	DS Services of America, Inc.		Network Solutions		August 2, 2015		purewaterdispensers.info
	DS Services of America, Inc.		Network Solutions		August 2, 2015		purewaterdispensers.net
	DS Services of America, Inc.		Network Solutions		August 1, 2015		purewaterdispensers.us
	Private registration		Network Solutions		June 1, 2016		purification-water.com
	DS Services of America, Inc.		Network Solutions		February 28, 2016		rainbowmidland.com
	Private registration		Network Solutions		July 29, 2016		relyantfiltration.biz
	Private registration		Network Solutions		July 30, 2016		relyantfiltration.com
	Private registration		Network Solutions		July 30, 2016		relyantfiltration.info
	Private registration		Network Solutions		July 30, 2016		relyantfiltration.mobi
	DS Services of America, Inc.		Network Solutions		July 29, 2016		relyantfiltration.us
	DS Services of America, Inc.		Network Solutions		June 13, 2015		relyantservice.biz
	DS Services of America, Inc.		Network Solutions		June 13, 2015		relyantservice.co
	DS Services of America, Inc.		Network Solutions		June 14, 2015		relyantservice.com









 * * * CONFIDENTIAL * * * 

 


							
	DS Services of America, Inc.		Network Solutions		June 14, 2015		relyantservice.info
	DS Services of America, Inc.		Network Solutions		June 14, 2015		relyantservice.mobi
	DS Services of America, Inc.		Network Solutions		June 14, 2015		relyantservice.net
	DS Services of America, Inc.		Network Solutions		June 13, 2015		relyantservice.us
	DS Services of America, Inc.		Network Solutions		June 13, 2015		relyantservices.biz
	DS Services of America, Inc.		Network Solutions		June 13, 2015		relyantservices.co
	DS Services of America, Inc.		Network Solutions		June 14, 2015		relyantservices.com
	DS Services of America, Inc.		Network Solutions		June 14, 2015		relyantservices.info
	DS Services of America, Inc.		Network Solutions		June 14, 2015		relyantservices.mobi
	DS Services of America, Inc.		Network Solutions		June 14, 2015		relyantservices.net
	DS Services of America, Inc.		Network Solutions		June 13, 2015		relyantservices.us
	Private registration		Network Solutions		July 29, 2016		relyantwater.biz
	Private registration		Network Solutions		July 30, 2016		relyantwater.com
	DS Services of America, Inc.		Network Solutions		July 30, 2016		relyantwater.info
	DS Services of America, Inc.		Network Solutions		July 30, 2016		relyantwater.mobi
	DS Services of America, Inc.		Network Solutions		July 29, 2016		relyantwater.us
	Private registration		Network Solutions		August 20, 2016		repairmybrewer.com
	Private registration		Network Solutions		June 1, 2016		reverse-osmosis-o-premium-waters.com
	DS Services of America, Inc.		Network Solutions		July 23, 2015		roast2coast.com
	DS Services of America, Inc.		Network Solutions		July 23, 2015		roast2coast.net
	Private registration		Network Solutions		July 23, 2016		roast2coastcoffee.com
	Private registration		Network Solutions		July 23, 2016		roast2coastcoffee.net
	Private registration		Network Solutions		July 23, 2016		roast2coastcoffeeservice.com
	Private registration		Network Solutions		July 23, 2016		roast2coastcoffeeservice.net
	Private registration		Network Solutions		July 23, 2016		roast2coastofficecoffeeservice.com
	DS Services of America, Inc.		Network Solutions		July 23, 2015		roast2coastofficecoffeeservice.net
	Private registration		Network Solutions		July 23, 2015		roasttocoast.com
	DS Services of America, Inc.		Network Solutions		July 23, 2015		roasttocoast.net
	DS Services of America, Inc.		Network Solutions		July 23, 2015		roasttocoastcoffee.com
	Private registration		Network Solutions		July 23, 2016		roasttocoastcoffee.net
	DS Services of America, Inc.		Network Solutions		July 23, 2015		roasttocoastcoffeeservice.com
	Private registration		Network Solutions		July 23, 2016		roasttocoastcoffeeservice.net
	DS Services of America, Inc.		Network Solutions		July 23, 2015		roasttocoastofficecoffee.com









 * * * CONFIDENTIAL * * * 

 


							
	Private registration		Network Solutions		July 23, 2016		roasttocoastofficecoffee.net
	Private registration		Network Solutions		July 23, 2016		roasttocoastofficecoffeeservice.com
	Private registration		Network Solutions		July 23, 2016		roasttocoastofficecoffeeservice.net
	DS Services of America, Inc.		Network Solutions		February 24, 2016		rosevillebottledwater.com
	DS Services of America, Inc.		Network Solutions		November 24, 2017		sacramentobottledwater.com
	DS Services of America, Inc.		Network Solutions		January 22, 2017		sacramentowaterdelivery.com
	Private registration		Network Solutions		November 14, 2016		shawswater.com
	DS Services of America, Inc.		Network Solutions		October 24, 2016		shop4athena.com
	Private registration		Network Solutions		October 24, 2016		shop4athenawater.com
	DS Services of America, Inc.		Network Solutions		August 5, 2015		shop4cafe.com
	Private registration		Network Solutions		August 11, 2015		shop4coffee.biz
	DS Services of America, Inc.		Network Solutions		August 5, 2015		shop-4-coffee.com
	Private registration		Network Solutions		August 12, 2015		shop4coffee.info
	Private registration		Network Solutions		August 12, 2015		shop4coffee.mobi
	Private registration		Network Solutions		June 5, 2015		shop4coffee.tel
	DS Services of America, Inc.		Network Solutions		August 11, 2015		shop4coffee.us
	DS Services of America, Inc.		Network Solutions		July 28, 2015		shop4coolers.com
	Private registration		Network Solutions		August 17, 2016		shop4filtration.com
	DS Services of America, Inc.		Network Solutions		August 13, 2016		shop4tea.com
	DS Services of America, Inc.		Network Solutions		July 28, 2015		shop4water.com
	Private registration		Network Solutions		August 17, 2016		shop4watercoolers.com
	Private registration		Network Solutions		August 17, 2016		shop4waterfiltration.com
	Private registration		Network Solutions		October 24, 2016		shopforathena.com
	Private registration		Network Solutions		October 24, 2016		shopforathenawater.com
	DS Services of America, Inc.		Network Solutions		August 5, 2015		shopforcofee.net
	Private registration		Network Solutions		June 5, 2015		shopforcoffee.biz
	Private registration		Network Solutions		June 6, 2015		shop-for-coffee.com
	Private registration		Network Solutions		June 6, 2015		shopforcoffee.info
	Private registration		Network Solutions		June 6, 2015		shopforcoffee.mobi
	Private registration		Network Solutions		August 5, 2015		shopforcoffee.net
	DS Services of America, Inc.		Network Solutions		June 6, 2015		shopforcoffee.pro
	Private registration		Network Solutions		June 5, 2015		shopforcoffee.tel
	DS Services of America, Inc.		Network Solutions		June 5, 2015		shopforcoffee.us
	Private registration		Network Solutions		August 17, 2016		shopforcoolers.com
	Private registration		Network Solutions		August 17, 2016		shopforfiltration.com
	Private registration		Network Solutions		August 17, 2016		shopforwater.com
	Private registration		Network Solutions		August 17, 2016		shopforwatercoolers.com
	Private registration		Network Solutions		August 17, 2016		shopforwaterfiltration.com
	Private registration		Network Solutions		November 14, 2016		shopperswater.com









 * * * CONFIDENTIAL * * * 

 


							
	DS Services of America, Inc.		Network Solutions		April 2, 2015		sierrasprings.com
	DS Services of America, Inc.		Network Solutions		April 2, 2015		sierra-springs.com
	Private registration		Network Solutions		April 24, 2015		sierrasprings.info
	DS Services of America, Inc.		Network Solutions		April 1, 2015		sierrasprings.net
	DS Services of America, Inc.		Network Solutions		March 31, 2015		sierra-springs.net
	Private registration		Network Solutions		November 11, 2015		sierraspringsbites.com
	Private registration		Network Solutions		November 11, 2015		sierraspringsblows.com
	Private registration		Network Solutions		May 2, 2016		sierraspringsemail.com
	Private registration		Network Solutions		November 11, 2015		sierraspringsstinks.com
	Private registration		Network Solutions		October 6, 2015		sierraspringssucks.com
	Private registration		Network Solutions		February 10, 2016		sparkletts.co
	Private registration		Network Solutions		October 23, 2015		sparkletts.com
	Private registration		Network Solutions		April 24, 2015		sparkletts.info
	Private registration		Network Solutions		February 11, 2016		sparkletts.mobi
	Private registration		Network Solutions		February 11, 2016		sparkletts.net
	Private registration		Network Solutions		April 24, 2015		sparkletts.org
	DS Services of America, Inc.		Network Solutions		February 10, 2016		sparkletts.us
	DS Services of America, Inc.		Network Solutions		February 10, 2016		sparklettsbites.com
	DS Services of America, Inc.		Network Solutions		February 10, 2016		sparklettsblows.com
	Private registration		Network Solutions		May 2, 2016		sparklettsemail.com
	DS Services of America, Inc.		Network Solutions		February 10, 2016		sparklettsstinks.com
	DS Services of America, Inc.		Network Solutions		November 12, 2019		splashwaterco.com
	DS Services of America, Inc.		Network Solutions		March 13, 2015		standardcoffee.com
	DS Services of America, Inc.		Network Solutions		October 2, 2015		standardcoffeecompany.com
	Private registration		Network Solutions		August 22, 2015		standardcoffeedirect.com
	Private registration		Network Solutions		May 7, 2016		standardcoffeemail.com
	DS Services of America, Inc.		Network Solutions		January 16, 2016		standardcoffeeservice.com
	DS Services of America, Inc.		Network Solutions		September 30, 2015		standardcoffeeservicecompany.com
	Private registration		Network Solutions		July 12, 2015		standarddirectmail.com
	DS Services of America, Inc.		Network Solutions		December 28, 2015		standguard.com
	Private registration		Network Solutions		October 26, 2016		stdcoffee.com
	Private registration		Network Solutions		November 14, 2016		supervaluwater.com
	Private registration		Network Solutions		August 18, 2015		tappyhour.net
	DS Services of America, Inc.		GoDaddy.com		June 29, 2017		teaexpress.mobi
	DS Services of America, Inc.		GoDaddy.com		December 23, 2016		teakettle.mobi
	DS Services of America, Inc.		Network Solutions		June 29, 2017		tealeafstore.com









 * * * CONFIDENTIAL * * * 

 


							
	DS Services of America, Inc.		GoDaddy.com		June 29, 2017		tealeafstore.mobi
	DS Services of America, Inc.		GoDaddy.com		April 12, 2017		teatime.mobi
	Private registration		Network Solutions		August 15, 2016		thepurewaterpeople.com
	DS Services of America, Inc.		Network Solutions		October 5, 2015		thestandardcompaniesinc.com
	DS Services of America, Inc.		Network Solutions		May 8, 2015		tsccoffeeservice.com
	DS Services of America, Inc.		Network Solutions		June 13, 2015		tsc-i.com
	Private registration		Network Solutions		June 28, 2016		utapia.net
	Private registration		Network Solutions		June 28, 2016		utapia.org
	Private registration		Network Solutions		August 18, 2016		utapiafiltration.com
	Private registration		Network Solutions		August 18, 2016		utapiafiltration.net
	Private registration		Network Solutions		August 18, 2016		utapiawater.com
	Private registration		Network Solutions		August 18, 2016		utapiawater.net
	Private registration		Network Solutions		August 18, 2015		utapiawaterfiltration.com
	Private registration		Network Solutions		August 18, 2016		utapiawaterfiltration.net
	Private registration		Network Solutions		October 1, 2015		vendbottle.com
	Private registration		Network Solutions		October 1, 2015		victorystartshere.com
	DS Services of America, Inc.		Network Solutions		October 1, 2015		victorystartshere.net
	Private registration		Network Solutions		February 1, 2016		victorystartshere.org
	DS Services of America, Inc.		Network Solutions		August 30, 2021		water.com
	Private registration		Network Solutions		December 20, 2016		waterannouncements.com
	Private registration		Network Solutions		February 16, 2016		water-coffeeservice.com
	Private registration		Network Solutions		February 16, 2016		water-coffeeservices.com
	DS Services of America, Inc.		Network Solutions		March 15, 2016		waterdeliveries.com
	Private registration		Network Solutions		May 2, 2016		wateremail.com
	Private registration		Network Solutions		June 12, 2016		water-enewsletter.com
	Private registration		Network Solutions		June 1, 2016		water-filter-o-premium-waters.com
	Private registration		Network Solutions		July 13, 2015		waterinvoice.com
	Private registration		Network Solutions		June 1, 2016		water-purification-o-premium-waters.com
	Private registration		Network Solutions		May 17, 2016		waterrefresher.com
	Private registration		Network Solutions		December 7, 2016		waterrsr.com
	Private registration		Network Solutions		October 1, 2015		wheresathena.com
	Private registration		Network Solutions		October 1, 2015		wheresathena.net
	Private registration		Network Solutions		June 11, 2016		wheresathena.org
	Private registration		Network Solutions		September 24, 2018		yosemitewaters.com
	DS Services of America, Inc.		Network Solutions		January 31, 2015		yosemitewaters.net
	DS Services of America, Inc.		Network Solutions		January 31, 2017		yosemitewaters.org









 * * * CONFIDENTIAL * * * 

 

 Schedule 3.10 

Canadian Union Plans, Canadian Benefit Plans and Canadian Pension Plans 

The following are Canadian Union Pension Plans: 
  

	 	•	 	Viscount Union: Teamster Canadian Pension Trust Fund; and 

  

	 	•	 	Plan Pointe Claire Union: Teamsters Canadian Pension Plan, Soft Drink Industry Division; 

 The following
are Canadian Retirement Plans: 
  

	 	•	 	Surrey Union: Employee Registered Retirement Savings Plan (RRSP); 

  

	 	•	 	Calgary Union: Cott Corporation Deferred Profit Sharing Plan/Group Registered Retirement Savings Plans (DPSP/GRSP) Retirement Program; 


 

	 	•	 	Salaried and Non-Union Hourly: Cott Corporation Deferred Profit Sharing Plan/Group Registered Retirement Savings Plans (DPSP/GRSP) Retirement Program; 


The following are Canadian Benefit Plans: 
  

	 	•	 	Common Share Option Plan 

  

	 	•	 	Share Appreciation Rights 

  

	 	•	 	Performance Share Unit Plan; 

  

	 	•	 	Officers and Senior Management Executives Performance Bonus; and 

 The Canadian Retirement Plans are Registered
Retirement Savings Plans. 
 The Canadian Union Plans (Viscount and Pointe Claire) are defined benefit plans. 

Canadian Group Benefit Plans: 
  

	 	•	 	Extended Health 

  

	 	•	 	Dental 

  

	 	•	 	Life Insurance 

  

	 	•	 	Dependent Life 

  

	 	•	 	Optional Life 

  

	 	•	 	Accidental Death & Dismemberment insurance (AD&D) 

  

	 	•	 	Voluntary Accidental Death & Dismemberment insurance 

  

	 	•	 	Short Term Disability 

  

	 	•	 	Long Term Disability 

 Each union has benefit plan specific to their union 

Salaried and non-union hourly employees have their own benefit plan 

Great-West Life is provider for all benefits except AD&D 

Industrial Alliance Pacific is provider for AD&D 








 * * * CONFIDENTIAL * * * 

 

 Schedule 3.14 

Insurance 
 See attached Annex 1 to
Schedule 3.14 for a description of all additional insurance maintained by or on behalf of the Loan Parties (except for the Water Group) as of the Amendment No. 5 Effective Date. 

See attached Annex 2 to Schedule 3.14 for a description of all additional insurance maintained by or on behalf of the Water Group as of the Amendment
No. 5 Effective Date. 








 * * * CONFIDENTIAL * * * 

 

 Annex 1 to Schedule 3.14 

Description of all additional insurance maintained by or on behalf of the Loan Parties (except for the Water Group) as of the Amendment
No. 5 Effective Date. 







 * * * CONFIDENTIAL * * * 
 



 








 * * * CONFIDENTIAL * * * 

							
							




					 Cott Corporation  

Program at A Glance 2014-2015  
	
					

  

 
  

 Contents 
  

					
	 Global Master Property Program
		 	3	  
		
	 NFIP – Columbus, Georgia
		 	6	  
		
	 NFIP – Maryland Heights, Missouri
		 	7	  
		
	 NFIP – Tampa, Florida
		 	8	  
		
	 NFIP – San Bernardino, California
		 	9	  
		
	 US, Canada & Mexico Terrorism
		 	10	  
		
	 UK Terrorism
		 	11	  
		
	 Global Master General Liability Program
		 	12	  
		
	 US Automobile
		 	15	  
		
	 Canadian Automobile
		 	16	  
		
	 Mexican Automobile & Legal Assistance
		 	17	  
		
	 Workers’ Compensation
		 	19	  
		
	 Foreign Voluntary Compensation/Employer’s Liability & Foreign Travel Accident/Sickness
		 	21	  
		
	 Global Lead Umbrella
		 	22	  
		
	 1st Excess Liability
		 	23	  
		
	 2nd Excess Liability (Quote Share)
		 	24	  
		
	 2nd Excess Liability (Quote Share)
		 	25	  
		
	 Global Marine Cargo
		 	26	  
		
	 Global Products Contamination Issued in Canada
		 	28	  
		
	 Surety- Soft Drinks Crown Purchase Bond for West Virginia
		 	30	  


  
  

 

			
	This report is provided as a brief summary of your insurance coverages for quick reference purposes. Any questions relating to the interpretation of the coverage or limits of protection must be referred to the policy documents
themselves.		1










 * * * CONFIDENTIAL * * * 

							
							




					 Cott Corporation  

Program at A Glance 2014-2015  
	
					

  

 
  


					
	 Surety- Cott Beverages West Limited Customs (Calgary AB)
		 	31	  
		
	 Surety- Georgia Alcohol Bond
		 	32	  
		
	 Surety- Canadian Goods and Services Tax / Harmonized Sales Tax
		 	33	  
		
	 Surety- NY Department of Agriculture & Markets (NY Farm Products)
		 	34	  
		
	 Surety- Department of Treasury US Customs
		 	35	  
		
	 Surety- Brewers’ Bond (TX)
		 	36	  
		
	 Surety- Distilled Spirits Bond
		 	37	  
		
	 Surety- Fee Interest Bond (Distiller’s & Rectifier’s Permit)
		 	38	  
		
	 Surety- Brewers’ Bond (WI)
		 	39	  
		
	 Surety- Self Insurance Bond for Washington
		 	40	  
		
	 Surety- Self Insurance Bond for Missouri
		 	41	  
		
	 Employer’s Liability (UK)
		 	42	  
		
	 UK Automobile (Motor Fleet Insurance)
		 	43	  
		
	 Engineering Inspection (UK)
		 	45	  
		
	 Fixed Wiring Inspection (UK)
		 	46	  
		
	 Pollution Policy
		 	47	  


  
  

 

			
	This report is provided as a brief summary of your insurance coverages for quick reference purposes. Any questions relating to the interpretation of the coverage or limits of protection must be referred to the policy documents
themselves.		2










 * * * CONFIDENTIAL * * * 

							
							




					 Cott Corporation  

Program at A Glance 2014-2015  
	
					

  

 
  

 Global Master Property Program 

Master Policy Issued in the Canada 
  

			
	Insured		 Cott Corporation
 (as more fully
described in the policy)

		
	Insurers (Master Policies)		 ACE INA Insurance – [***]
 Allianz
Insurance Company of Canada– [***]
 Arch Insurance Canada Ltd. – [***]

Westport Insurance Corporation – [***]
 Royal and Sun
Alliance Insurance Company – [***]

		
	Master Policy Number		[***]
		
	Local Admitted Policies Fronted by Allianz are issued in the Following Countries for 20% of the limit:		 US – Allianz Global Risks US Insurance Company, Policy # [***]

UK – Allianz Global Corporate & Specialty SE, Policy # [***]

Mexico – Allianz Mexico S.A., Policy # [***]

		
	Local Admitted Policies by RSA are issued in the Following Countries for 80% of the limit:		 US – Sompo Japan Insurance Company of America, Policy # [***]

UK – Royal & Sun Alliance Insurance plc, Policy # [***]

Mexico – Royal & SunAlliance Seguros (México), S.A. de C.V., Policy # [***]

		
	 Policy Period
  

Currency
		 [***]
  

US Dollars except as noted otherwise



  
  

Limits of Liability 
  

					
	 Total
		 	[***]	  
	 Any one Occurrence in Mexico (only applies to RSA)
		 	[***]	  

 Catastrophe Sublimits of Liability 
  

					
	 Flood
				
	 Flood, except:
		 	[***]	  
	 Flood – with Respect to locations situated in 100 year Flood Zones
		 	[***]	  
	 Earthquake
				
	 Earthquake, except:
		 	[***]	  
	 New Madrid Seismic Earthquake
		 	[***]	  
	 California Earthquake
		 	[***]	  
	 Mexico Earthquake
		 	[***]	  


  
  

 

			
	This report is provided as a brief summary of your insurance coverages for quick reference purposes. Any questions relating to the interpretation of the coverage or limits of protection must be referred to the policy documents
themselves.		3










 * * * CONFIDENTIAL * * * 

							
							




					 Cott Corporation  

Program at A Glance 2014-2015  
	
					

  

 
  

 Deductibles 

[***] per occurrence in the United States or [***] per occurrence in the rest of the world 

Earthquake 
 [***] per
occurrence except; 
 California Earthquake [***] per TIV, subject to minimum of [***] 

Foreign High Hazard Areas [***] per TIV subject to minimum of [***] 

Flood 
 [***] per
occurrence except; 
 Locations in 100 year Flood Zones or Foreign Equivalent [***] per TIV, subject to minimum of [***]. 

Named Windstorm 
 USD
[***] per occurrence except; 
 Locations in High Hazard Tier 1 Countries including the entire State of Florida [***] of TIV, subject to
minimum of [***] 
 Sublimits 
  

					
	 Applies to each of the following (per occurrence):
		 	[***]	  
		
	 Property in Transit; Course of Construction; Course of Construction – Testing; Debris Removal; Errors & Omissions; Valuable Papers; Accounts
Receivable; Fine Arts; Leaseholder Interest – 365 Consecutive Days; Electronic Data Processing Media; Extra Expenses; Expediting Expense; Service Interruption (PD & BI Combined); Ingress/Egress, Co-Insurance Deficiency; Currency
Devaluation; Civil Authority; Rental income; Research & Development; Soft Costs; Tenants Legal Liability; Computer (Non-Physical Damage); Exhibitions, Expositions, Fairs & Trade Shows; Miscellaneous Unnamed Locations; Off Premises
Storage for Property under Construction. Non-Admitted Tax Liability
				
	 Boiler & Machinery
		 	[***]	  
	 B&M – Ammonia Contamination
		 	[***]	  
	 B&M – Hazardous Substances
		 	[***]	  
	 B&M – Spoilage
		 	[***]	  
	 B&M – Water Damage
		 	[***]	  
	 Contingent Business Interruption (Contribution & Recipient)
		 	[***]	  
	 Professional Fees
		 	[***]	  
	 Warehouse Legal Liability
		 	[***]	  
	 Temporary Removal of Property
		 	[***]	  
	 Pollution Cleanup/Removal – Land & Water
		 	[***]	  
	 Newly Acquired Locations subject to 90 days reporting except [***] limit for locations in Mexico
		 	[***]	  
	 Difference in Conditions/Limits for International Locations
		 	[***]	  
	 Firefighting Expenses
		 	[***]	  
	 Demolition and Increased Cost of Construction
		 	[***]	  
	 Installment or Deferred Payments
		 	[***]	  
	 Miscellaneous Personal Property
		 	[***]	  
	 Miscellaneous Unnamed Locations in Mexico
		 	[***]	  
	 Course of Construction and Delayed Start-Up
		 	[***]	  


  
  

 

			
	This report is provided as a brief summary of your insurance coverages for quick reference purposes. Any questions relating to the interpretation of the coverage or limits of protection must be referred to the policy documents
themselves.		4










 * * * CONFIDENTIAL * * * 

							
							




					 Cott Corporation  

Program at A Glance 2014-2015  
	
					

  

 
  

 Special Endorsements/Extensions 

Replacement Cost 
 Consequential
Loss 
 Defense Costs 

Consequential Damage by Service Interruption 

Interruption by Civil Authority – 30 Days 

Ingress/Egress – 30 Days 

EDP Equipment and Media Coverage - Includes Mechanical and Electrical Breakdown 

Money & Stamps 
 Lawn,
Trees and Shrubs 
 Permission for Vacancy 

Breach of Conditions 

Severability of Interest 
 Control
of Damaged Stock 
 Scope of Coverage 

Joint Loss Agreement 
 Impounded
Water 
 Blanket Waiver of Subrogation 

Special Exclusions/Restrictions 

Terrorism Exclusion 
 Data
Exclusion 
 Mold/Fungi Exclusion 

Flood in Netherlands & Thailand 

Earth Movement in Japan 
 Other
Restrictions, Limitations, Conditions & Exclusions as per Policy Wordings 

  
  

 

			
	This report is provided as a brief summary of your insurance coverages for quick reference purposes. Any questions relating to the interpretation of the coverage or limits of protection must be referred to the policy documents
themselves.		5










 * * * CONFIDENTIAL * * * 

							
							




					 Cott Corporation  

Program at A Glance 2014-2015  
	
					

  

 
  

 NFIP – Columbus, Georgia 

 

			
	Insured		 Cott Beverages Inc.
 1001 10th
Ave.
 Columbus, GA 31901

	Insurer		Wright National Flood Insurance Company
	Policy Number		[***]
	Policy Period		[***]


  
  

Limits of Liability 
  

					
	 Building
		 	[***]	  
	 Contents
		 	[***]	  

 Deductibles 
  

					
	 Building
		 	[***]	  
	 Contents
		 	[***]	  


  
  

 

			
	This report is provided as a brief summary of your insurance coverages for quick reference purposes. Any questions relating to the interpretation of the coverage or limits of protection must be referred to the policy documents
themselves.		6










 * * * CONFIDENTIAL * * * 

							
							




					 Cott Corporation  

Program at A Glance 2014-2015  
	
					

  

 
  

 NFIP – Maryland Heights, Missouri 

 

			
	Insured		 Cott Corporation
 2525 Schuetz
Road
 Maryland Heights, MO 63043

	Insurer		Wright National Flood Insurance Company
	Policy Number		[***]
	Policy Period		[***]


  
  

Limits of Liability 
  

					
	 Building
		 	[***]	  
	 Contents
		 	[***]	  

 Deductibles 
  

					
	 Building
		 	[***]	  
	 Contents
		 	[***]	  


  
  

 

			
	This report is provided as a brief summary of your insurance coverages for quick reference purposes. Any questions relating to the interpretation of the coverage or limits of protection must be referred to the policy documents
themselves.		7










 * * * CONFIDENTIAL * * * 

							
							




					 Cott Corporation  

Program at A Glance 2014-2015  
	
					

  

 
  

 NFIP – Tampa, Florida 

 

			
	Insured		 Cott Beverages USA Inc.
 4506 Acline
Dr. E
 Tampa, FL 33605

	Insurer		American Bankers Insurance Company of Florida
	Policy Number		[***]
	Policy Period		[***]


  
  

Limits of Liability 
  

					
	 Building
		 	[***]	  
	 Contents
		 	[***]	  

 Deductibles 
  

					
	 Building
		 	[***]	  
	 Contents
		 	[***]	  


  
  

 

			
	This report is provided as a brief summary of your insurance coverages for quick reference purposes. Any questions relating to the interpretation of the coverage or limits of protection must be referred to the policy documents
themselves.		8










 * * * CONFIDENTIAL * * * 

							
							




					 Cott Corporation  

Program at A Glance 2014-2015  
	
					

  

 
  

 NFIP – San Bernardino, California 

 

			
	Insured		 Cott Corporation
 499 East Mill
Street
 San Bernardino, CA 92408

	Insurer		Wright National Flood Insurance Company
	Policy Number		[***]
	Policy Period		[***]


  
  

Limits of Liability 
  

					
	 Building
		 	[***]	  
	 Contents
		 	[***]	  

 Deductibles 
  

					
	 Building
		 	[***]	  
	 Contents
		 	[***]	  


  
  

 

			
	This report is provided as a brief summary of your insurance coverages for quick reference purposes. Any questions relating to the interpretation of the coverage or limits of protection must be referred to the policy documents
themselves.		9










 * * * CONFIDENTIAL * * * 

							
							




					 Cott Corporation  

Program at A Glance 2014-2015  
	
					

  

 
  

 US, Canada & Mexico Terrorism 

 

			
	Insured		Cott Corporation
	Insurer		Lloyds of London
	Policy Number		[***]
	 Policy Period

Currency
		 [***]
 US Dollars



  
  

Property/Risk Insured 
 Insures the
property described in the Risk Details against direct physical loss or physical damage by an Insured Event(s), as herein defined, occurring during the Period. 

To indemnify the Insured for loss or damage resulting from Insured Events, as defined in the Certificate, to all real and personal property of
the Insured, including Business Interruption. 
 Terrorism Definition 

An act or series of acts, including the use of force or violence, of any person or group(s) of persons, whether acting alone or on behalf of or
in connection with any organization(s), committed for political, religious or ideological purposes including the intention to influence any government and/or to put the public in fear for such purposes 

Sabotage Definition 
 A subversive act or
series of such acts committed for political, religious or ideological purposes including the intention to influence any government and/or to put the public in fear for such purposes 

Limits of Liability 
  

					
	 Any one Occurrence and in all for the Period in respect of Property Damage and Business Interruption combined
		 	[***]	  

 Deductible 
  

					
	 Per Occurrence
		 	[***]	  

 Special Endorsements/Extensions 
  

			
	 Indemnity Period – 12 months
		


  
  

 

			
	This report is provided as a brief summary of your insurance coverages for quick reference purposes. Any questions relating to the interpretation of the coverage or limits of protection must be referred to the policy documents
themselves.		10










 * * * CONFIDENTIAL * * * 

							
							




					 Cott Corporation  

Program at A Glance 2014-2015  
	
					

  

 
  

 UK Terrorism 

 

			
	Insured		Cott Corporation
	Insurer		Lloyds of London
	Policy Number		[***]
	 Policy Period

Currency
		 [***]
 GBP (billed in USD)



  
  

Coverage 
 Terrorism including Sabotage
Insurance 
 Limits of Liability 
  

					
	 Up to full value any one Occurrence and in all during the Period, but not exceeding (any one location)
		 	[***]	  

 Deductible 
  

					
	 Per Occurrence
		 	[***]	  


  
  

 

			
	This report is provided as a brief summary of your insurance coverages for quick reference purposes. Any questions relating to the interpretation of the coverage or limits of protection must be referred to the policy documents
themselves.		11










 * * * CONFIDENTIAL * * * 

							
							




					 Cott Corporation  

Program at A Glance 2014-2015  
	
					

  

 
  

 Global Master General Liability Program 

Master policy issued in the US 
  

			
	Insured		 Cott Corporation
 (as more fully
described in the policy)

	Insurers		 US - Allianz Global Risks US Insurance Company, Policy #[***] (Global Master issued in the US), USD

Foreign (DIC/DIL) - Allianz Global Risks US Insurance Company, Policy #[***], USD

Canada - Allianz Global Risks US Insurance Company, Policy #[***] (locally admitted policy), USD

Mexico – Allianz Mexico S.A., Policy # [***] (locally admitted policy), USD

United Kingdom - Allianz Global Corporate and Specialty, Policy # [***] (locally admitted policy), GBP

	Policy Period		[***]


  
  

Currency 
 US Dollars except as noted
otherwise 
 Limits of Liability (US) 
  

					
	 Each Occurrence
		 	[***]	  
	 Personal Injury and Advertising Injury Aggregate
		 	[***]	  
	 Damage to Premises Rented to You
		 	[***]	  
	 Medical Expense, Any one person
		 	[***]	  
	 General Aggregate
		 	[***]	  
	 Products and Completed Operations Aggregate
		 	[***]	  
	 Employee Benefits Liability, each claim and aggregate
		 	[***]	  
	 Liquor Liability, each claim and aggregate
		 	[***]	  
	 Foreign Voluntary Workers’ Compensation
		 	[***]	  
	 Foreign Employer’s Liability
		 	[***]	  
	 Repatriation Expense – Each Employee
		 	[***]	  
	 Repatriation Expense – Aggregate
		 	[***]	  
	 Excess/ DIC Automobile Liability
		 	[***]	  
	 International General Liability (with DIC/DIL provisions)
		 	[***]	  

 Limits of Liability (Canada) 
  

					
	 Each Occurrence
		 	[***]	  
	 Personal Injury and Advertising Injury Aggregate
		 	[***]	  
	 Medical Expense
		 	[***]	  
	 Tenants Legal Liability
		 	[***]	  
	 Products and Completed Operations Aggregate
		 	[***]	  
	 Employee Benefits Errors and Omissions
		 	[***]	  
	 Employer’s Liability
		 	[***]	  
	 General Aggregate
		 	[***]	  
	 Legal Liability for Damage to Hired Automobiles
		 	[***]	  
	 Non-Owned Automobile
		 	[***]	  


  
  

 

			
	This report is provided as a brief summary of your insurance coverages for quick reference purposes. Any questions relating to the interpretation of the coverage or limits of protection must be referred to the policy documents
themselves.		12










 * * * CONFIDENTIAL * * * 

							
					 Cott Corporation  

Program at A Glance 2014-2015  
		





  
  

 

 Limits of Liability (Mexico) 

 

					
	 Each Occurrence and Aggregate
		 	[***]	  

 Limits of Liability (UK) 
  

					
	 Each Occurrence and Aggregate
		 	[***]	  

 Deductibles (US) 
  

					
	 Per Occurrence
		 	[***]	  
	 Aggregate Deductible
		 	[***]	  
	 Employee Benefits Liability
		 	[***]	  

 Deductibles (Canada) 
  

					
	 Per Occurrence
		 	[***]	  
	 Aggregate Deductible
		 	[***]	  
	 Tenants’ Legal Liability per Occurrence
		 	[***]	  
	 Employee Benefits Liability
		 	[***]	  
	 Legal Liability for Damage to Hired Automobiles
		 	[***]	  

 Deductibles (Mexico) 
  

					
	 Per Event
		 	[***]	  

 Deductibles (UK) 
  

					
	 Per Event
		 	[***]	  

 US Policy Form Highlights 
  

	 	•	 	Defense Costs in Addition to Limits of Liability 

  

	 	•	 	Additional Insured Vendors 

  

	 	•	 	Additional Insured Managers or Lessors of Premises 

  

	 	•	 	Additional Insured Lessor of Leased Equipment – Automatic when required in Lease Agreement with you 

  

	 	•	 	Caps on Losses From Certified Acts Of Terrorism 

  

	 	•	 	Medical Payments 

  

	 	•	 	Coverage for Newly Acquired or Created Entities 

  

	 	•	 	Bodily Injury Definition to include mental anguish 

  

	 	•	 	Blanket Waiver of Subrogation 

  

	 	•	 	Blanket Additional Insured 

  

	 	•	 	Liquor Liability 

  

	 	•	 	Non-owned Watercraft – 75 Feet Limitation 

  

	 	•	 	Chartered Aircraft 

  

	 	•	 	Incidental Medical Malpractice 

 US Additional Exclusions or Limitations 

See policy for complete details 
  

	 	•	 	Fungi or Bacteria 

  

	 	•	 	Nuclear Energy Liability 


  
  

 

			
	This report is provided as a brief summary of your insurance coverages for quick reference purposes. Any questions relating to the interpretation of the coverage or limits of protection must be referred to the policy documents
themselves.		13










 * * * CONFIDENTIAL * * * 

							
							




					 Cott Corporation  

Program at A Glance 2014-2015  
	
					

  

 
  


	 	•	 	Employment-Related Practices 

  

	 	•	 	Access or Disclosure of Confidential or Personal Information and Data Related Liability w/BI exception 

  

	 	•	 	Asbestos 


  
  

 

			
	This report is provided as a brief summary of your insurance coverages for quick reference purposes. Any questions relating to the interpretation of the coverage or limits of protection must be referred to the policy documents
themselves.		14










 * * * CONFIDENTIAL * * * 

							
							




					 Cott Corporation  

Program at A Glance 2014-2015  
	
					

  

 
  

 US Automobile 

Issued in the US 
  

			
	Insured		Cott Corporation
	Insurer		Zurich American Insurance Company
	Policy Number		[***]
	Policy Period		[***]


  
  

Limits 
  

					
	 Combined Single Limit
		 	[***]	  
	 Auto Medical Payments (applies to Owned Auto only)
		 	[***]	  
	 Uninsured Motorists (applies to Owned and Hired Autos only)
		 	[***]	  
	 Underinsured Motorists (applies to Owned and Hired Autos only)
		 	[***]	  

 Deductibles 
  

					
	 Auto Liability
		 	[***]	  
	 Tractors/Tandem (Physical Damage)
				
	 Comprehensive
		 	[***]	  
	 Collision
		 	[***]	  
	 Private Passenger Vehicles/Trucks (Physical Damage)
				
	 Comprehensive
		 	[***]	  
	 Collision
		 	[***]	  
	 Trailers – Open Lot Comprehensive (Physical Damage)
				
	 Comprehensive
		 	[***]	  
	 Deductible is capped at (for all vehicles per location),
		 	[***]	  
	 Subject to a policy limit
		 	[***]	  

 Special Endorsements/Extensions 
  

	 	•	 	Additional Insured – Lessor 

  

	 	•	 	Auto Medical Payments Coverage 

  

	 	•	 	Employees as Insureds 

  

	 	•	 	Employee Hired Autos 

  

	 	•	 	Fellow Employee Coverage 

  

	 	•	 	Hired Autos Specified as Covered Autos you Own 

  

	 	•	 	Limited Mexico Coverage 

  

	 	•	 	Motor Carrier Policies of Insurance for Public Liability (MCS 90) 

  

	 	•	 	Broad Form Named Insured 

  

	 	•	 	Named Insured – Broadened PIP Coverage 

  

	 	•	 	Pollution Liability – Broadened Coverage for Covered Autos 

  

	 	•	 	Rental Reimbursement Coverage 

  

	 	•	 	Truckers Intermodal Interchange Endorsement 

  

	 	•	 	UM/UIM Insurance Limits by State and Medical Payments 

  

	 	•	 	Drive Other Car Coverage 


  
  

 

			
	This report is provided as a brief summary of your insurance coverages for quick reference purposes. Any questions relating to the interpretation of the coverage or limits of protection must be referred to the policy documents
themselves.		15










 * * * CONFIDENTIAL * * * 

							
							




					 Cott Corporation  

Program at A Glance 2014-2015  
	
					

  

 
  

 Canadian Automobile 

Issued in Canada 
  

			
	Insured		Cott Corporation
	Insurer		Zurich Insurance Company Ltd.
	Policy Number		[***]
	 Policy Period

Currency
		 [***]
 Canadian Dollars



  
  

Limits of Liability 
  

					
	 Third Party Liability per Occurrence
		 	[***]	  
	 Family Protection per Occurrence
		 	[***]	  

 Deductibles 
  

					
	 Private Passenger/Light Commercial/Straight Truck/Trailers/Heavy Commercial
				
	 Comprehensive
		 	[***]	  
	 Collision
		 	[***]	  
	 Tractor
				
	 Comprehensive
		 	[***]	  
	 Collision
		 	[***]	  

 Special Endorsements/Extensions 
  

	 	•	 	OPCF/SEF 5 – Permission to Rent or Lease (as applicable to vehicle(s) leased to the Insured for a period in excess of 30 days where the Insured as the Lessee is responsible under a written lease agreement to insure
the vehicle(s)) 

  

	 	•	 	OPCF/SEF 23A – Lienholder Protection as applicable to financed vehicles 

  

	 	•	 	OPCF/SEF 44R – Family Protection (applies to all Private Passenger & Light Commercial vehicles only. Limit is the lesser of the Third Party Liability/Liability limit provided or [***]) 


 

	 	•	 	OPCF/SEF 20 – Coverage for Transportation Replacement (applies to all vehicles registered in the provinces of Ontario and Alberta) 


 

	 	•	 	OPCF 21B – Blanket Basis Fleet (annual adjustment on a 50-50 basis) 


  
  

 

			
	This report is provided as a brief summary of your insurance coverages for quick reference purposes. Any questions relating to the interpretation of the coverage or limits of protection must be referred to the policy documents
themselves.		16










 * * * CONFIDENTIAL * * * 

							
							




					 Cott Corporation  

Program at A Glance 2014-2015  
	
					

  

 
  

 Mexican Automobile & Legal Assistance 

Issued in Mexico 
  

			
	Insured		Cott Corporation
	Insurer		Qualitas
	Policy Number		[***] (Vehicles), [***] (Trucks)
	Policy Period		[***]


  
  

Auto Liability 
 Coverages and Limits for Vehicles and
Trucks 
  

			
	 Property Damage
		[***]
	 Total Robbery
		[***]
	 Civil Liability
		[***]
	 Civil Liability per Damage to Occupants
		[***] only for vehicles and pick-ups until 2.5 tons (not trucks)
	 Medical Expenses (per Occupant)
		[***] for Vehicles; [***] for Trucks
	 Legal Assistance
		[***]
	 Trip Assistance
		[***]
	 Nil Deductible in Case of Total Loss due to Property Damage or Total Robbery
		[***] only for Vehicles (not Trucks)
	 Accidental Death for the Driver
		[***]
	 Load Damages (trucks)
		[***]
	 Crossed Civil Liability
		[***]
	 Extension of Civil Liability, Legal & Trip Insurance, and Medical Expenses
		[***] only for vehicles and pick-ups until 2.5 tons (not trucks), for all coverages mentioned

 Deductibles for Vehicles and Trucks 
  

			
	 Property Damage
		[***]
	 Total Robbery
		[***] for vehicles (with Identicar engraving) and [***] for trucks

 Legal Assistance 

Coverages, Special Services 
  

					
	 Service of Call Center
		 	[***]	  
	 Exclusive System for Claims Report
		 	[***]	  

 Coverages, Judicial 
  

					
	 Legal Assistance in the Place of the Accident
		 	[***]	  
	 Lawyers’ Fees, Covers, and Experts’ Reports
		 	[***]	  
	 Victim’s Abandonment, in accordance with the established Penal Current Code
		 	[***]	  
	 Transmission of Urgent Messages
		 	[***]	  
	 Consultancy in Any Brach of Right
		 	[***]	  


  
  

 

			
	This report is provided as a brief summary of your insurance coverages for quick reference purposes. Any questions relating to the interpretation of the coverage or limits of protection must be referred to the policy documents
themselves.		17










 * * * CONFIDENTIAL * * * 

							
							




					 Cott Corporation  

Program at A Glance 2014-2015  
	
					

  

 
  


					
	 Guarantees for the Emission of Deposits
		 	[***]	  
	 Deposits and Cautions Procedural Obligations
		 	[***]	  
	 Bail to Guarantee the Damages to Third, When the freedom of driver is in the way
		 	[***]	  
	 Deposits and Cautions Pecuniary Sanction
		 	[***]	  

 Coverages, Legal Representation 
  

					
	 Denunciations and Step for Entire Theft of the Vehicle
		 	[***]	  
	 Consultancy to Recover Damages for Car Accident
		 	[***]	  
	 Legal Assistance in Claims to the Insurer for Car Accident
		 	[***]	  
	 Assistance for Liberation of Units Stopped by Theft or Accident
		 	[***]	  
	 Legal Expenses, Payments for Certificated copies
		 	[***]	  
	 Defense for Use and Property of Vehicle Stolen (Buy of Good Faith)
		 	[***]	  
	 Legal Steps of Transfer in Case of Death of the Driver
		 	[***]	  

 Coverages, Audit and Pursuit in Workshops 
  

					
	 Pursuit of the Repairs of the Damaged Units in Workshops
		 	[***]	  


  
  

 

			
	This report is provided as a brief summary of your insurance coverages for quick reference purposes. Any questions relating to the interpretation of the coverage or limits of protection must be referred to the policy documents
themselves.		18










 * * * CONFIDENTIAL * * * 

							
							




					 Cott Corporation  

Program at A Glance 2014-2015  
	
					

  

 
  

 Workers’ Compensation 

Issued in the US 
  

			
	Insured		Cott Corporation
	Insurer		 New Hampshire Insurance Company (AOS)
 New
Hampshire Insurance Company (CA)
 New Hampshire Insurance Company (FL)

The Insurance Company of the State of Pennsylvania (MA)
 New
Hampshire Insurance Company (OH, WA, WI)
 New Hampshire Insurance Company (IL, NC, UT)

New Hampshire Insurance Company (NJ, PA)
 New Hampshire Insurance
Company (GA, VA)

	Policy Number		[***] (AOS), [***] (CA), [***] (FL), [***] (MA), [***] (OH, WA, WI), [***] (IL, NC, UT), [***] (NJ, PA), [***] (GA, VA)
	Policy Period		[***]


  
  

Limits 
  

					
	 Workers’ Compensation
		 	[***]	  
	 Employer’s Liability by Accident (Each Accident)
		 	[***]	  
	 Employer’s Liability by Disease (Each Employee)
		 	[***]	  
	 Employer’s Liability by Disease (Policy Limit)
		 	[***]	  

 Deductibles/ Loss Limitation 
  

			
			[***]]

 Endorsements and Extensions 
  

	
	 Advance Notice of Cancellation or Non-Renewal by Us Extended

	 Alternate Employer

	 Amendment of Your Duties if Injury Occurs

	 Catastrophe (Other than Certified Acts of Terrorism) Premium Endorsement

	 Employers Liability Coverage Endorsement

	 Federal Employers Liability Act Coverage Endorsement

	 Limited Advice of Cancellation Provided via E-Mail to Entities Other than the Named Insured

	 Limited Maritime Endorsement

	 Longshore and Harbor Workers Compensation Act Coverage Endorsement

	 Loss Reimbursement Endorsement

	 Maritime Coverage Endorsement

	 Notice of Cancellation and Nonrenewal to Certificate Holder

	 Outer Continental Shelf Lands Act Coverage Endorsement

	 Premium Due Date Endorsement

	 Terrorism Risk Insurance Program Reauthorization Act Disclosure Endorsement

	 Unintentional Errors and Omissions

	 Voluntary Compensation and Employers Liability Coverage Endorsement

	 Voluntary Compensation Maritime Coverage Endorsement



  
  

 

			
	This report is provided as a brief summary of your insurance coverages for quick reference purposes. Any questions relating to the interpretation of the coverage or limits of protection must be referred to the policy documents
themselves.		19










 * * * CONFIDENTIAL * * * 

							
							




					 Cott Corporation  

Program at A Glance 2014-2015  
	
					

  

 
  


	
	 Waiver of Our Right to Recover from Others Endorsement

	 Ohio Workers Compensation Coverage Exclusion Endorsement

	 Non-Appropriated Fund Instrumentalities Act Coverage Endorsement

	 Notification of Change in Ownership Endorsement

	 Large Risk Rating Plan Endorsement

	 Retrospective Premium Endorsement

	 All Mandatory State Endorsements



  
  

 

			
	This report is provided as a brief summary of your insurance coverages for quick reference purposes. Any questions relating to the interpretation of the coverage or limits of protection must be referred to the policy documents
themselves.		20










 * * * CONFIDENTIAL * * * 

							
							




					 Cott Corporation  

Program at A Glance 2014-2015  
	
					

  

 
  

 Foreign Voluntary Compensation/Employer’s Liability & Foreign Travel Accident/Sickness

 Issued in the US 
  

			
	Insured		Cott Corporation
	Insurer		The Insurance Company of the State of PA
	Policy Number		[***]
	Policy Period		[***]


  
  

Foreign Voluntary Compensation & Employer’s Liability Limits 
  

					
	 Supplemental Repatriation Expense Per Person
		 	[***]	  
	 Employer’s Liability Injury by Accident Each Accident
		 	[***]	  
	 Employer’s Liability Injury by Disease Coverage Part Limit
		 	[***]	  
	 Employer’s Liability Injury by Disease Each Employee
		 	[***]	  

 Foreign Travel Accident & Sickness 
  

					
	 Coverage A – B: Accidental Death & Dismemberment (24 hour protection)
				
	 Principal Sum Insured, each Insured person or five times the insured person’s annual salary (whichever is lower)
		 	[***]	  
	 Aggregate Limit
		 	[***]	  
	 Coverage C: Accidental & Sickness Medical Expense
				
	 Covered Medical Expense, each Insured person each Injury/Sickness
		 	[***]	  
	 Deductible per Insured person, per each Injury/Sickness
		 	[***]	  
	 Coverage D: Emergency Medical Evacuation
				
	 Covered Expenses, each Insured person each Serious injury/sickness
		 	[***]	  
	 Coverage E: Emergency Family Travel
				
	 Covered Expenses, each Insured person
		 	[***]	  
	 Maximum for all Insured person(s) any one Accident/Sickness
		 	[***]	  
	 Coverage F: Repatriation of Remains
				
	 Covered Expense, each Insured person
		 	[***]	  
	 Maximum of all Insured person(s) any one Accident/Sickness
		 	[***]	  


  
  

 

			
	This report is provided as a brief summary of your insurance coverages for quick reference purposes. Any questions relating to the interpretation of the coverage or limits of protection must be referred to the policy documents
themselves.		21










 * * * CONFIDENTIAL * * * 

							
							




					 Cott Corporation  

Program at A Glance 2014-2015  
	
					

  

 
  

 Global Lead Umbrella 

Master Policy Issued in the US 
  

			
	Insured		Cott Corporation
	Insurers		 US- Commerce and Industry Insurance Company, Policy # [***]

Canada- AIG Insurance Company of Canada, Policy # [***]

	Policy Period		[***]


  
  

 
 Limits of Liability 

 

					
	 Each Occurrence
		 	[***]	  
	 General Aggregate
		 	[***]	  
	 Products and Completed Operations Aggregate
		 	[***]	  
	 CrisisResponse Limit
		 	[***]	  
	 Excess Casualty CrisisFund Limit
		 	[***]	  

 Excess of 
  

	 	•	 	Master Global General Liability (contains a global extension endorsement that sits DIC/DIL over local admitted Mexico and UK GL and Auto policies) 


 

	 	•	 	Employee Benefits Liability 

  

	 	•	 	US Automobile Liability 

  

	 	•	 	US Employer’s Liability 

  

	 	•	 	Foreign Automobile Liability 

  

	 	•	 	Foreign Employer’s Liability 

  

	 	•	 	UK Employers Liability 

  

	 	•	 	Canadian General Liability (Canada) 

  

	 	•	 	Canadian Automobile Liability (Canada) 

  

	 	•	 	Canadian Employee Benefits Liability (Canada) 

  

	 	•	 	Canadian Employers Liability (Canada) 

 Self-insured Retention 

 

			
			[***]


  
  

 

			
	This report is provided as a brief summary of your insurance coverages for quick reference purposes. Any questions relating to the interpretation of the coverage or limits of protection must be referred to the policy documents
themselves.		22










 * * * CONFIDENTIAL * * * 

							
							




					 Cott Corporation  

Program at A Glance 2014-2015  
	
					

  

 
  

 1st Excess Liability 

Issued in the US 
  

			
	Insured		Cott Corporation
	Insurer		Federal Insurance Company (Chubb)
	 Policy Number

Layer
		 [***]
 [***]

	Policy Period		[***]


  
  

Limits of Liability 
  

					
	 Each Occurrence
		 	[***]	  
	 Aggregate Limit
		 	[***]	  
	 Products and Completed Operations Aggregate
		 	[***]	  

 Policy Form 

Follow Form 

  
  

 

			
	This report is provided as a brief summary of your insurance coverages for quick reference purposes. Any questions relating to the interpretation of the coverage or limits of protection must be referred to the policy documents
themselves.		23










 * * * CONFIDENTIAL * * * 

							
							




					 Cott Corporation  

Program at A Glance 2014-2015  
	
					

  

 
  

 2nd Excess Liability (Quote Share) 

Issued in the US 
  

			
	Insured		Cott Corporation
	Insurer		QBE Insurance Corporation
	 Policy Number

Layer
		 [***]
 [***]

	Policy Period		[***]


  
  

Limits of Liability 
  

					
	 Each Occurrence
		 	[***]	  
	 Aggregate Limit
		 	[***]	  
	 Products and Completed Operations Aggregate
		 	[***]	  

 Policy Form 

Follow Form 

  
  

 

			
	This report is provided as a brief summary of your insurance coverages for quick reference purposes. Any questions relating to the interpretation of the coverage or limits of protection must be referred to the policy documents
themselves.		24










 * * * CONFIDENTIAL * * * 

							
							




					 Cott Corporation  

Program at A Glance 2014-2015  
	
					

  

 
  

 2nd Excess Liability (Quote Share) 

Issued in the US 
  

			
	Insured		Cott Corporation
	Insurer		National Surety Corporation (Fireman’s Fund)
	 Policy Number

Layer
		 [***]
 [***]

	Policy Period		[***]


  
  

Limits of Liability 
  

					
	 Each Occurrence
		 	[***]	  
	 Aggregate Limit
		 	[***]	  

 Policy Form 

Follow Form 

  
  

 

			
	This report is provided as a brief summary of your insurance coverages for quick reference purposes. Any questions relating to the interpretation of the coverage or limits of protection must be referred to the policy documents
themselves.		25










 * * * CONFIDENTIAL * * * 

							
							




					 Cott Corporation  

Program at A Glance 2014-2015  
	
					

  

 
  

 Global Marine Cargo 

Master Policy Issued in the US 
  

			
	Insured		Cott Corporation
	Insurer		Federal Insurance Company
	Policy Number		[***]
	 Policy Period

Currency
		 [***]
 US Dollars



  
  

Voyages Covered 
 World to world, but
excluding shipments to or from countries which the Assured is legally prohibited from trading or where there is a legal or regulatory prohibition against providing insurance 

Conveyances Covered 
 Metal-hulled
self-propelled vessels, aircraft, and connecting conveyances by land, sea or air, including messenger, if required. Shipments aboard metal-hulled barges as the principal conveyance are also insured if a limit is shown in the Declaration. 

Limits of Liability 
  

					
	 Any one conveyance or in any one place at any one time
		 	[***]	  
	 Except
				
	 Inland Transit for US and UK
		 	[***]	  
	 On deck, subject to an on deck bill of lading
		 	[***]	  
	 In any one package by mail or parcel post
		 	[***]	  
	 Via messenger as a connecting conveyance
		 	[***]	  
	 Aboard any one barge or any one tow as a principle conveyance
		 	[***]	  
	 Capital Equipment (Cott to give notice to Chubb when aware of shipment)
		 	[***]	  
	 Additional Coverage
				
	 Consolidation
		 	[***]	  
	 Exhibitions
		 	[***]	  
	 Extra Expense
		 	[***]	  
	 Salespersons Samples
		 	[***]	  

 Deductible 
  

					
	 Flat
		 	[***]	  
	 Except
				
	 Inland Transit for US and UK
		 	[***]	  
	 Capital Equipment
		 	[***]	  
	 Additional Coverage:
				
	 Consolidation
		 	[***]	  
	 Exhibitions
		 	[***]	  
	 Extra Expense
		 	[***]	  
	 Salespersons Samples
		 	[***]	  


  
  

 

			
	This report is provided as a brief summary of your insurance coverages for quick reference purposes. Any questions relating to the interpretation of the coverage or limits of protection must be referred to the policy documents
themselves.		26










 * * * CONFIDENTIAL * * * 

							
							




					 Cott Corporation  

Program at A Glance 2014-2015  
	
					

  

 
  

 Valuation 

Invoice, Freight Advance + 10% except for inter-company shipments which will be Invoice, Freight Advance + 50% 

Adjustment 
 25% Swing Clause 

Profit Sharing 
 50/50/50 

  
  

 

			
	This report is provided as a brief summary of your insurance coverages for quick reference purposes. Any questions relating to the interpretation of the coverage or limits of protection must be referred to the policy documents
themselves.		27










 * * * CONFIDENTIAL * * * 

							
							




					 Cott Corporation  

Program at A Glance 2014-2015  
	
					

  

 
  

 Global Products Contamination 

Issued in Canada 
  

			
	Insured		Cott Corporation
	Insurer		AIG Insurance Company of Canada
	Policy Number		[***]
	 Policy Period

Currency
		 [***]
 US Dollars



  
  

Coverage 
  

	 	•	 	Accidental Contamination 

  

	 	•	 	Malicious Product Tampering 

  

	 	•	 	Product Extortion 

  

	 	•	 	Rehabilitation Expenses 

 Territory 

Worldwide 
 Limits of Liability 

 

					
	 Accidental Contamination
				
	 Limit
		 	[***]	  
	 Annual aggregate
		 	[***]	  
	 Malicious Product Tampering
				
	 Limit
		 	[***]	  
	 Annual aggregate
		 	[***]	  
	 Product Extortion
				
	 Limit
		 	[***]	  
	 Annual aggregate
		 	[***]	  
	 Consultant and Advisor Costs (outside annual policy aggregate)
		 	[***]	  
	 Policy aggregate
		 	[***]	  

 Sublimits 
  

					
	 Rehabilitation Expense
		 	[***]	  
	 Raw and Finished Stock (applicable to Accidental Contamination only)
		 	[***]	  
	 Third Party Liability Damages
		 	[***]	  

 Deductible 
  

					
	 Accidental Contamination, per event
		 	[***]	  
	 Malicious Product Tampering, per event
		 	[***]	  
	 Product Extortion, per event
		 	[***]	  
	 Third Party Liability Damages
		 	[***]	  

 Special Endorsements/Extensions 
  

	 	•	 	Adverse Publicity Endorsement 

  

	 	•	 	Breakthrough Consulting Endorsement - at a rate of no more than [***] per hour for post incident consulting 

  

	 	•	 	Broad Form Named Insured Endorsement 


  
  

 

			
	This report is provided as a brief summary of your insurance coverages for quick reference purposes. Any questions relating to the interpretation of the coverage or limits of protection must be referred to the policy documents
themselves.		28










 * * * CONFIDENTIAL * * * 

							
							




					 Cott Corporation  

Program at A Glance 2014-2015  
	
					

  

 
  

 Excess Global Products Contamination 

Issued in Canada 
  

			
	Insured		Cott Corporation
	Insurer		XL Insurance Company Ltd.
	Policy Number		[***]
	 Policy Period

Currency
		 [***]
 US Dollars



 Coverage 
  

	 	•	 	Follow Form 

 Territory 

Worldwide 
 Limits of Liability 

 

					
	 Accidental Contamination
				
	 Limit
		 	[***]	  
	 Annual aggregate
		 	[***]	  
	 Malicious Contamination
				
	 Limit
		 	[***]	  
	 Annual aggregate
		 	[***]	  
	 Extortion
				
	 Limit
		 	[***]	  
	 Annual aggregate
		 	[***]	  
	 Overall Policy Aggregate
		 	[***]	  


  
  

 

			
	This report is provided as a brief summary of your insurance coverages for quick reference purposes. Any questions relating to the interpretation of the coverage or limits of protection must be referred to the policy documents
themselves.		29










 * * * CONFIDENTIAL * * * 

							
							




					 Cott Corporation  

Program at A Glance 2014-2015  
	
					

  

 
  

 Surety- Soft Drinks Crown Purchase Bond for West Virginia 

 

			
	Insured		 Cott Beverages Inc.
 5519 West Idlewild
Avenue
 Tampa, FL 33634

	Insurer		Fidelity & Deposit Company of Maryland
	 Bond Number

Obligee
		 [***]
 State of West Virginia

	Policy Period		[***]


  
  

 

					
	 Limit
		 	[***]	  


  
  

 

			
	This report is provided as a brief summary of your insurance coverages for quick reference purposes. Any questions relating to the interpretation of the coverage or limits of protection must be referred to the policy documents
themselves.		30










 * * * CONFIDENTIAL * * * 

							
							




					 Cott Corporation  

Program at A Glance 2014-2015  
	
					

  

 
  

 Surety- Cott Beverages West Limited Customs (Calgary AB) 

 

			
	Insured		 Cott Beverages West Ltd.
 4810 76th Ave. SE
 Calgary, AB, T2C 2V2, Canada

	Insurer		Great American Alliance Insurance Company
	Bond Number		[***]
	Obligee		 Department of Homeland Security
 U.S. Customs
and Border Protection

	Policy Period		[***]


  
  

 

					
	 Limit
		 	[***]	  


  
  

 

			
	This report is provided as a brief summary of your insurance coverages for quick reference purposes. Any questions relating to the interpretation of the coverage or limits of protection must be referred to the policy documents
themselves.		31










 * * * CONFIDENTIAL * * * 

							
							




					 Cott Corporation  

Program at A Glance 2014-2015  
	
					

  

 
  

 Surety- Georgia Alcohol Bond 

 

			
	Insured		 Cott Beverages Inc.
 1000 10th Ave.

Columbus, GA 31901-2617

	Insurer		Fidelity & Deposit Company of Maryland
	Bond Number		[***]
	Obligee		United States Department of the Treasury
	Policy Period		[***]


  
  

 

					
	 Limit
		 	[***]	  


  
  

 

			
	This report is provided as a brief summary of your insurance coverages for quick reference purposes. Any questions relating to the interpretation of the coverage or limits of protection must be referred to the policy documents
themselves.		32










 * * * CONFIDENTIAL * * * 

							
							




					 Cott Corporation  

Program at A Glance 2014-2015  
	
					

  

 
  

 Surety- Canadian Goods and Services Tax / Harmonized Sales Tax 

 

			
	Insured		 Cliffstar LLC
 5519 W. Idlewild Ave.

Tampa, FL 33634

	Insurer		Zurich Insurance Company Ltd.
	Bond Number		[***]
	Obligee		 Canada Revenue Agency
 Windsor Tax Service
Office

	Policy Period		[***]


  
  

 

					
	 Limit
		 	[***]	  


  
  

 

			
	This report is provided as a brief summary of your insurance coverages for quick reference purposes. Any questions relating to the interpretation of the coverage or limits of protection must be referred to the policy documents
themselves.		33










 * * * CONFIDENTIAL * * * 

							
							




					 Cott Corporation  

Program at A Glance 2014-2015  
	
					

  

 
  

 Surety- NY Department of Agriculture & Markets (NY Farm Products) 

 

			
	Insured		 Cliffstar LLC
 1 Cliffstar Ave

Dunkirk, NY 14048

	Insurer		Fidelity & Deposit Company of Maryland
	 Bond Number

Obligee
		 [***]
 State of New York

Department of Agriculture & Markets
 Division of Agricultural
Protection & Development Services

	Policy Period		[***]


  
  

 

					
	 Limit
		 	[***]	  


  
  

 

			
	This report is provided as a brief summary of your insurance coverages for quick reference purposes. Any questions relating to the interpretation of the coverage or limits of protection must be referred to the policy documents
themselves.		34










 * * * CONFIDENTIAL * * * 

							
							




					 Cott Corporation  

Program at A Glance 2014-2015  
	
					

  

 
  

 Surety- Department of Treasury US Customs 

 

			
	Insured		 Cliffstar LLC
 1 Cliffstar Ave

Dunkirk, NY 14048

	Insurer		Fidelity & Deposit Company of Maryland
	Bond Number		[***]
	Obligee		 US Customs and Border Protection
 Department of
Homeland Security

	Policy Period		[***]


  
  

 

					
	 Limit
		 	[***]	  


  
  

 

			
	This report is provided as a brief summary of your insurance coverages for quick reference purposes. Any questions relating to the interpretation of the coverage or limits of protection must be referred to the policy documents
themselves.		35










 * * * CONFIDENTIAL * * * 

							
							




					 Cott Corporation  

Program at A Glance 2014-2015  
	
					

  

 
  

 Surety- Brewers’ Bond (TX) 

 

			
	Insured		 Cott Beverages Inc.
 5519 West
Idlewild
 Tampa, FL 33634

	Insurer		Fidelity & Deposit Company of Maryland
	Bond Number		[***]
	Obligee		 Department of The Treasury
 Alcohol and Tobacco
Tax and Trade Bureau

	Policy Period		[***]


  
  

 

					
	 Limit
		 	[***]	  


  
  

 

			
	This report is provided as a brief summary of your insurance coverages for quick reference purposes. Any questions relating to the interpretation of the coverage or limits of protection must be referred to the policy documents
themselves.		36










 * * * CONFIDENTIAL * * * 

							
							




					 Cott Corporation  

Program at A Glance 2014-2015  
	
					

  

 
  

 Surety- Distilled Spirits Bond 

 

			
	Insured		 Cott Beverages Inc.
 5519 West
Idlewild
 Tampa, FL 33634

	Insurer		Fidelity & Deposit Company of Maryland
	Bond Number		[***]
	Obligee		 Department of The Treasury
 Alcohol and Tobacco
Tax and Trade Bureau

	Policy Period		[***]


  
  

 

					
	 Limit
		 	[***]	  


  
  

 

			
	This report is provided as a brief summary of your insurance coverages for quick reference purposes. Any questions relating to the interpretation of the coverage or limits of protection must be referred to the policy documents
themselves.		37










 * * * CONFIDENTIAL * * * 

							
							




					 Cott Corporation  

Program at A Glance 2014-2015  
	
					

  

 
  

 Surety- Fee Interest Bond (Distiller’s & Rectifier’s Permit) 

 

			
	Insured		 Cott Beverages Inc.
 5519 West
Idlewild
 Tampa, FL 33634

	Insurer		Fidelity & Deposit Company of Maryland
	Bond Number		[***]
	Obligee		 State of Texas
 Texas Alcoholic Beverage
Commission

	Policy Period		[***]


  
  

 

					
	 Limit
		 	[***]	  


  
  

 

			
	This report is provided as a brief summary of your insurance coverages for quick reference purposes. Any questions relating to the interpretation of the coverage or limits of protection must be referred to the policy documents
themselves.		38










 * * * CONFIDENTIAL * * * 

							
							




					 Cott Corporation  

Program at A Glance 2014-2015  
	
					

  

 
  

 Surety- Brewers’ Bond (WI) 

 

			
	Insured		 Cott Beverages Inc.
 5519 West
Idlewild
 Tampa, FL 33634

	Insurer		Fidelity & Deposit Company of Maryland
	Bond Number		[***]
	Obligee		 Department of The Treasury
 Alcohol and Tobacco
Tax and Trade Bureau

	Policy Period		[***]
			


  
  

 

					
	 Limit
		 	[***]	  


  
  

 

			
	This report is provided as a brief summary of your insurance coverages for quick reference purposes. Any questions relating to the interpretation of the coverage or limits of protection must be referred to the policy documents
themselves.		39










 * * * CONFIDENTIAL * * * 

							
							




					 Cott Corporation  

Program at A Glance 2014-2015  
	
					

  

 
  

 Surety- Self Insurance Bond for Washington 

 

			
	Insured		Cott Corporation
	Insurer		Fidelity & Deposit Company of Maryland
	Bond Number		[***]
	Obligee		 State of Washington
 Dept. of Labor and
Industries

	Policy Period		[***]
			


  
  

 

					
	 Limit
		 	[***]	  


  
  

 

			
	This report is provided as a brief summary of your insurance coverages for quick reference purposes. Any questions relating to the interpretation of the coverage or limits of protection must be referred to the policy documents
themselves.		40










 * * * CONFIDENTIAL * * * 

							
							




					 Cott Corporation  

Program at A Glance 2014-2015  
	
					

  

 
  

 Surety- Self Insurance Bond for Missouri 

 

			
	Insured		Cott Corporation and Cliffstar LLC
	Insurer		Fidelity & Deposit Company of Maryland
	Bond Number		[***]
	Obligee		 State of Missouri
 Missouri Department of Labor
And Industrial Relations

	Policy Period		[***]
			


  
  

 

					
	 Limit
		 	[***]	  


  
  

 

			
	This report is provided as a brief summary of your insurance coverages for quick reference purposes. Any questions relating to the interpretation of the coverage or limits of protection must be referred to the policy documents
themselves.		41










 * * * CONFIDENTIAL * * * 

							
							




					 Cott Corporation  

Program at A Glance 2014-2015  
	
					

  

 
  

 Employer’s Liability (UK) 

Issued in the UK 
  

			
	Insured		Cott Retail Brands Ltd and Subsidiary Companies (including Cott Beverages Limited, Cott UK Acquisitions Limited, Cott Acquisition Limited, Cooke Bros Holdings Limited, Calypso Soft Drinks Limited, Mr Freeze (Europe)
Limited)
	Insurer		Zurich Insurance plc
	Policy Number		[***]
	 Policy Period

Currency
		 [***]
 GBP

			


  
  

Cover 
 Indemnity against legal liability
for damages and claimants’ costs and expenses in respect of Bodily Injury to any Employee caused during any Period of Insurance arising out of an in the course of employment and indemnity for costs of legal representation 

Definition of Employee 
  

	 	•	 	Person engaged under a contract of service or apprenticeship 

  

	 	•	 	Person acting in the capacity of non executive director 

  

	 	•	 	Equity partner 

  

	 	•	 	Employee or director of any overseas subsidiary (or parent company) whilst working for or on behalf of the Insured in or from Great Britain, Northern Ireland, the Channel Islands or the Isle of Man 


 

	 	•	 	Labor Masters and persons supplied by them, labor only subcontractors, self-employed persons, and drivers or operators of hired-in plant 


 

	 	•	 	Persons engaged under work experience, training, study, exchange or similar schemes 

  

	 	•	 	Any officer, member or voluntary helper of the organizations or services stated in the Business definition 

  

	 	•	 	Voluntary workers, helpers or instructors 

  

	 	•	 	Persons working under the Community Offenders Act 1978, the Community Offenders (Scotland) Act 1978 or similar legislation 

  

	 	•	 	Employees elected on any industry users committee 

  

	 	•	 	Outworkers or homeworkers employed under contracts to personally execute any work in connection with the Business whilst they are engaged in that work 


 

	 	•	 	Any other person defined under Sections 35-(2) and 54-(3)(b) of the National Minimum Wage Act 1998 

  

	 	•	 	Prospective employees who are being assessed by the Insured as to their suitability for employment 

  

	 	•	 	Any person a Court of Law in the UK deems to be an employee 

  

					
	 Limits of Indemnity
				
		
	 Offshore
		 	[***]	  
	 Terrorism
		 	[***]	  
	 Any Other Claim
		 	[***]	  
		
	 Premium Basis
				
		
	 Clerical Staff Wages
		 	[***]	  
	 Bottlers Wages
		 	[***]	  
	 All Other Employees Wages
		 	[***]	  


  
  

 

			
	This report is provided as a brief summary of your insurance coverages for quick reference purposes. Any questions relating to the interpretation of the coverage or limits of protection must be referred to the policy documents
themselves.		42










 * * * CONFIDENTIAL * * * 

							
							




					 Cott Corporation  

Program at A Glance 2014-2015  
	
					

  

 
  

 UK Automobile (Motor Fleet Insurance) 

Issued in the UK 
  

			
	Insured		Cott Retail Brands Ltd. and Subsidiary Companies
	Insurer		Zurich Insurance plc
	Policy Number		[***]
	Policy Period		[***]
	Currency		GBP


  
  

Cover 
 Policy covers legal liability
arising out of the use of an Insured Vehicle in respect of damages and claimant’s costs and expenses arising from death or bodily injury and loss of or damage to property 

Territorial Limits 
 Great Britain,
Northern Ireland, the Isle of Man and the Channel Islands 
 Any member country of the European Union 

Any other country which satisfies the insurance conditions of and is approved by the Commission of the European Union 

Any other country for which the Company has been requested and has agreed to provide cover by the issue of an International Motor Insurance
Green Card 
 Jurisdiction 
 English law
and the decisions of English Courts 
  

					
	 Policy Excesses (Each and Every Loss in Respect of)
				
		
	 Accidental Damage, Fire, Theft
		 	[***]	  
	 Windscreen
		 	[***]	  
	 Personal Effects
		 	[***]	  
		
	 Limits of Liability
				
		
	 Death/Injury to any Person
		 	[***]	  
	 Private Cars, Estate Cars, Utility Cars, Minibuses
		 	[***]	  
	 Motorcycles, Motorcycle and Sidecar, Mopeds
		 	[***]	  
	 All other Vehicles (Commercial vehicles)
		 	[***]	  
	 Goods Carrying Vehicles ([***] for Vehicle carrying any goods which have to be carried in accordance with the Carriage of Dangerous
Goods Regulations 2007)
		 	[***]	  
	 Terrorism
		 	[***]	  
	 Corporate Manslaughter Defense Costs
		 	[***]	  
	 Medical Expenses
		 	[***]	  
	 Uninsured Loss Recovery / Motor Prosecution Defense Costs
		 	[***]	  
	 Personal Effects
		 	[***]	  
	 Personal Accident Benefits
		 	[***]	  


  
  

 

			
	This report is provided as a brief summary of your insurance coverages for quick reference purposes. Any questions relating to the interpretation of the coverage or limits of protection must be referred to the policy documents
themselves.		43










 * * * CONFIDENTIAL * * * 

							
							




					 Cott Corporation  

Program at A Glance 2014-2015  
	
					

  

 
  

 Principal Extensions 

The Insurance provided hereby is extended to cover: 
  

	 	•	 	Personal Effects Limit [***] 

  

	 	•	 	Driver Personal Accident, Death/Loss of Sight or Limb – Limit [***] Benefit 

  

	 	•	 	Emergency Accommodation Costs – Limit [***] per person 

  

	 	•	 	Loss or Theft of Keys (replacement of locks, keys, etc. following loss or theft of original keys) 

  

	 	•	 	Medical Expenses – Limit [***] 

  

	 	•	 	Occasional Business Use (vehicles belonging to or provided by employees being used on company business) 

  

	 	•	 	Unauthorized Use (Vehicles used without your knowledge for purposes not allowed under the policy) 

  

	 	•	 	Trailers and Attachments (cover whilst attached to/ detached from insured vehicles) 

  

	 	•	 	Unlicensed Drivers (in circumstances where a license is not required by law) 

  

	 	•	 	Vehicles in the custody of the motor trade for service or repair 

 Principal Exclusions 

The cover afforded hereby specifically excludes the following: 
  

	 	•	 	Contractual Liability 

  

	 	•	 	Fines or Penalties 

  

	 	•	 	Other Insurance- where any person is entitled to indemnity under any other policy (waived in respect to Occasional Business Use Extension) 


 

	 	•	 	Rallies, Competitions, or Trials 

  

	 	•	 	Riot and Civil Commotion (In Northern Ireland) 

  

	 	•	 	Unauthorized Use or Driving (if with insured’s knowledge) 

  

	 	•	 	Vehicles with trade plates off-road 

  

	 	•	 	War 

  

	 	•	 	Drivers under 25 in respect of Mercedes C220 


  
  

 

			
	This report is provided as a brief summary of your insurance coverages for quick reference purposes. Any questions relating to the interpretation of the coverage or limits of protection must be referred to the policy documents
themselves.		44










 * * * CONFIDENTIAL * * * 

							
							




					 Cott Corporation  

Program at A Glance 2014-2015  
	
					

  

 
  

 Engineering Inspection (UK) 

Issued In the UK 
  

			
	Insured		Cott Retail Brands Ltd. & Subsidiary Companies
	Insurer		Zurich Insurance plc
	Policy Number		[***]
	 Policy Period

Currency
		 [***]
 GBP

			


  
  

Cover/Inspection Frequency 
 Inspection
services for Lifting Equipment and Pressure Plants are provided in respect of the Plant, at intervals in accordance with statutory requirements 

  
  

 

			
	This report is provided as a brief summary of your insurance coverages for quick reference purposes. Any questions relating to the interpretation of the coverage or limits of protection must be referred to the policy documents
themselves.		45










 * * * CONFIDENTIAL * * * 

							
							




					 Cott Corporation  

Program at A Glance 2014-2015  
	
					

  

 
  

 Fixed Wiring Inspection (UK) 

Issued In the UK 
  

			
	Insured		Cott Retail Brands Ltd. & Subsidiary Companies
	Insurer		Zurich Insurance plc
	Policy Number		[***]
	 Policy Period

Currency
		 [***]
 GBP



  
  

Cover/Inspection Frequency 
 Fixed wiring
inspection services are provided in respect of the Plant, at intervals in accordance with statutory requirements. 

  
  

 

			
	This report is provided as a brief summary of your insurance coverages for quick reference purposes. Any questions relating to the interpretation of the coverage or limits of protection must be referred to the policy documents
themselves.		46










 * * * CONFIDENTIAL * * * 

							
							




					 Cott Corporation  

Program at A Glance 2014-2015  
	
					

  

 
  

 Pollution Policy 

Master policy issued in the US 
  

			
	Insured		Cott Corporation
	Insurers & Policy Numbers		 US - AIG Specialty Insurance Company, Inc.; Policy # [***]

Canada - AIG Insurance Company of Canada; Policy # [***]
 UK
– AIG Europe Limited, Policy # [***]

	Policy Period		[***]


  

					
	 Coverages for US & Canada
	   

		
	 B: On-Site Clean-Up of New Conditions
				
	 D: Third Party Claims for Off-Site Clean-Up Resulting from New Conditions
				
	 E: Third Party Claims for Bodily Injury and Property Damage
				
	 F: Emergency Response Costs
				
	 G: Third Party Claims for Non-Owned Locations
				
	 H: Third Party Claims for Covered Operations
				
	 I: Third Party Claims Resulting from the Transportation of Cargo
				
	 J: Business Interruption Expenses
				
		
	 Limits (US)
				
		
	 Each Incident Limit
		 	[***]	  
	 Coverage Section Aggregate Limit
		 	[***]	  
	 Business Interruption
		 	[***]	  
	 Emergency Response Costs, Each incident & in the aggregate
		 	[***]	  
	 Policy Aggregate Limit
		 	[***]	  
		
	 Limits (Canada)
				
		
	 Each Incident Limit
		 	[***]	  
	 Coverage Section Aggregate Limit
		 	[***]	  
	 Business Interruption
		 	[***]	  
	 Emergency Response Costs, Each incident & in the aggregate
		 	[***]	  
	 Policy Aggregate Limit
		 	[***]	  
		
	 Limits (UK)
				
		
	 Each Incident Limit
		 	[***]	  
	 Coverage Section Aggregate Limit
		 	[***]	  
	 Policy Aggregate Limit
		 	[***]	  
	 Business Interruption
		 	[***]	  
		
	 Deductible (US, Canada, UK)
				
		
	 Each Incident
		 	[***]	  
	 Business Interruption
		 	[***]	  


  
  

 

			
	This report is provided as a brief summary of your insurance coverages for quick reference purposes. Any questions relating to the interpretation of the coverage or limits of protection must be referred to the policy documents
themselves.		47










 * * * CONFIDENTIAL * * * 

							
							




					 Cott Corporation  

Program at A Glance 2014-2015  
	
					

  

 
  

 Special Endorsements/Extensions 

Underground Storage Tanks Endorsement for Columbus, GA location (11/22/2011 Retro Date) 

Linking of Limits with Canada policy – [***] each incident, [***] aggregate limit 

New Conditions Only Endorsement (11/22/11 Retro Date) 

Biodiversity Coverage and Sublimit 

Schedule of Insured Properties – per schedule on file with AIG 

Retroactive Date Endorsement 

  
  

 

			
	This report is provided as a brief summary of your insurance coverages for quick reference purposes. Any questions relating to the interpretation of the coverage or limits of protection must be referred to the policy documents
themselves.		48










 * * * CONFIDENTIAL * * * 

 

 Annex 2 to Schedule 3.14 

Description of all additional insurance maintained by or on behalf of the Water Group as of 

the Amendment No. 5 Effective Date 








 * * * CONFIDENTIAL * * * 

 


	*	The below policy digest is intended to be a quick reference guide and does not reflect all terms and conditions of the policy. Please refer to the original policy for complete coverage details. 


 

																	
	 Coverage Line
	 	 Policy Number
	 	 Carrier
	 	 Limits
	 	 Deductible
	 	 Estimated Premium

									
		 		 		 	Loss Limit	 		 	[***]	 		 		 	
									
		 		 		 	Includes real, personal property, stock, EDP, Business Income/Extra Expense/Rents	 		 		 		 	[***] Property Damage
and Time Element
Combined except:	 	  
 [***] Property

								
	  
 Property

[***]
	 	  
 MLP

[***]
	 	  
 Zurich North America

AM Best Rated A+ XV
	 	  

- Earth Movement - all premises except below:
	 	  
 [***]
	 		 	[***] Except for locations
in CA ([***] value of the
property insured)	 	  
 [***] Terrorism

									
		 		 		 	  
 - All premises in Zone 1, except
California
	 		 	  
 [***]
	 		 	  
 [***]/unit of insurance
per location subj to
minimum
of [***] @ all
locations
	 	  
 State Taxes and Fees:

[***]

									
		 		 		 	California	 		 	[***]	 		 	[***]/unit of insurance
per location subj to
minimum of [***] @ all
locations	 	  
 Engineering Fees:

[***]










 * * * CONFIDENTIAL * * * 

 


																	
	 Coverage Line
	 	 Policy Number
	 	 Carrier
	 	 Limits
	 	 Deductible
	 	 Estimated Premium

									
		 		 		 	  
  

- All premises in the aggregate Zone 2
	 		 	  
  

[***]
	 		 	[***]/unit of insurance per location subj to minimum of [***] @ all locations	 	  
  

Total Premium:

[***]

								
		 		 		 	  
  

- Flood for the total of all premises in aggregate
	 	  
  

[***]
	 		 	[***] Any and All Locations - per occurrence	 	
								
		 		 		 	 - Flood: all premises in 500 yr plain but out of 100
	 	[***]	 		 	[***]	 	
									
		 		 		 	 - Flood- 100 year flood plain- Aggregate
	 		 	[***]	 		 	[***]	 	
								
		 		 		 	 - Named Storm Coverage - per occurrence
	 	[***]	 		 	[***]	 	
									
		 		 		 		 		 		 	  
 - Zone 1 Windstorm
	 	[***] per unit of insurance but not less than [***] for all premises in Zone 1	 	









 * * * CONFIDENTIAL * * * 

 


																	
	 Coverage Line
	 	 Policy Number
	 	 Carrier
	 	 Limits
	 	 Deductible
	 	 Estimated Premium

									
		 		 		 		 		 		 	 - Zone 2 Windstorm
  
	 	[***] per unit of insurance but not less than [***] for all premises in Zone 2	 	
		 		 		 	Additional Sublimits	 		 		 		 		 	
									
		 		 		 	 - Accounts Receivable
	 		 	[***]	 		 		 	
								
		 		 		 	 - Computer Systems Damage (Annual Aggregate)
	 	[***]	 		 		 	
								
		 		 		 	 - Contingent Time Element other than Attraction
	 	[***]	 		 		 	
								
		 		 		 	 - Contingent Time Element - attraction properties
	 	[***]	 		 		 	
									
		 		 		 	 - Debris Removal
	 		 	[***]	 		 		 	
								
		 		 		 	 - Decontamination Costs
	 	[***]	 		 		 	
								
		 		 		 	 - Deferred Payments
	 	[***]	 		 		 	
									
		 		 		 	 - Errors and Omissions
	 		 	[***]	 		 		 	
								
		 		 		 	 - Expediting Costs
	 	[***]	 		 		 	
									
		 		 		 	 - Fine Arts
	 		 	[***]	 		 		 	
								
		 		 		 	 - Increased Cost of Construction and Demolition
	 	[***]	 		 		 	
									
		 		 		 	 - Land and Water Contaminant Cleanup
	 		 	[***]	 		 		 	
									
		 		 		 	 - Land Improvements
	 		 	[***]	 		 		 	









 * * * CONFIDENTIAL * * * 

 


																	
	 Coverage Line
	 	 Policy Number
	 	 Carrier
	 	 Limits
	 	 Deductible
	 	 Estimated Premium

		 		 		 	 - Miscellaneous Personal Property
	 	[***]	 		 		 	
								
		 		 		 	 - Miscellaneous Unnamed Location
	 	[***]	 		 		 	
									
		 		 		 	 - Off Premises Service Interruption
	 		 	[***]	 		 		 	
									
		 		 		 	 - Professional Fees
	 		 	[***]	 		 		 	
									
		 		 		 	 - Tenants Prohibited Access
	 		 	[***]	 		 		 	
									
		 		 		 	 - Radioactive Contamination
	 		 	[***]	 		 		 	
									
		 		 		 	 - Tenants Prohibited Access
	 		 	[***]	 		 		 	
									
		 		 		 	 - Transit Property Damage and TE
	 		 	[***]	 		 		 	
									
		 		 		 	 - Valuable Papers & Records
	 		 	[***]	 		 		 	
									
		 		 		 	 - New Construction and Additions
	 		 	[***]	 		 		 	
									
		 		 		 	 - Off Premises Storage
	 		 	[***]	 		 		 	
									
		 		 		 	Breakdown of Equipment	 		 	[***]	 		 		 	
									
		 		 		 	Ammonia Contamination	 		 	[***]	 		 		 	
									
		 		 		 	Spoilage	 		 	[***]	 		 		 	
									
		 		 		 	 - Terrorism
	 		 	[***]	 		 		 	









 * * * CONFIDENTIAL * * * 

 


																	
	 Coverage Line
	 	 Policy Number
	 	 Carrier
	 	 Limits
	 	 Deductible
	 	 Estimated Premium

		 		 		 	Additional sublimits apply	 	Additional deductibles & Waiting Periods may apply	 	
									
	 DIC (CA Only)

[***]
	 	  
  

[***]
  
	 	  
  

Liberty Surplus Ins. Corp. AM Best Rated A XV 50% Landmark American Ins. Co. AM Best Rated A XIII 50%
	 		 		 		 		 		 	 Renewal Premium:

[***]

	 	 	 		 		 		 		 		 	
	 	 	 	  
 Includes Buildings, Personal Property, BI including Extra Expenses,
Rental Value, Stock, and Improvements and Betterments
	 		 	[***] XS of [***] Per Occurrence/Annual Aggregate as respects Earth Movement in California only	 	Earth Movement	 	[***] of the TIV at such unit of insurance or [***]	 	 Surplus Lines Taxes and Fees:

[***]

	 	  
 [***]
	 	  
 Westchester Surplus Lines Insurance Co.

AM Best Rated A+ XV
	 		 		 		 		 		 	
	 	 	 		 		 		 		 		 	 Renewal Premium:

[***]
  

	 	 	 	  
 Includes Buildings, Personal Property, BI including Extra Expenses,
Rental Value, Stock, and Improvements and Betterments
	 		 	  
 [***] XS of [***] Per Occurrence/Annual Aggregate as
respects Earth Movement in California only
	 	Earth Movement	 	[***] of the TIV at such unit of insurance or [***]	 	 Surplus Lines Taxes and Fees:

[***]










 * * * CONFIDENTIAL * * * 

 


																	
	 Coverage Line
	 	 Policy Number
	 	 Carrier
	 	 Limits
	 	 Deductible
	 	 Estimated Premium

							
		 		 		 	Additional terms and exclusions apply	 		 		 	 Total DIC Premium:

[***]

	 General Liability

[***]
	 	[***]	 	 Safety National Casualty Corp.

AM Best Rated A XI
  
	 		 		 		 		 		 	
	 	 	 	  
 General Aggregate:
	 		 	  
 [***]
	 	  
 Per Occurrence- Self Insured Retention
	 	  
 [***]
	 	  
 Renewal Premium:

[***]

	 	 	 	  
 Prod/Comp Opps Aggregate:
	 		 	  
 [***]
	 		 		 	  
 State Surcharges:

[***]

	 	 	 	  
 Personal/Advertising Injury:
	 		 	  
 [***]
	 		 	  
 [***]
	 	  
 Total Premium:

[***]

	 	 	 	  
 Each Occurrence:
	 		 	  
 [***]
	 		 		 	
	 	 	 	  
 Damage to Premises Rented to You
	 		 	  
 [***]
	 		 	  
 [***]
	 	
	 	 	 	  
 Medical Expense:
	 		 	  
 [***]
	 		 		 	  
 25% deposit

	 	 	 	  
 Employee Benefit Liability - Each Employee Limit
	 		 	  
 [***]
	 		 		 	  
 Plus 9 installments

	 	 	 	  
 Employee Benefit Liability - Aggregate Limit
	 	  
 [***]
	 	  
 Retro Date 11/7/06
	 		 	









 * * * CONFIDENTIAL * * * 

 


																	
	 Coverage Line
	 	 Policy Number
	 	 Carrier
	 	 Limits
	 	 Deductible
	 	 Estimated Premium

		 		 		 	 - 90 Days Notice of Cancellation
	 		 		 		 		 	
		 		 		 	Broad Form Named Insured	 		 		 		 		 	
									
		 		 		 	Waiver of Subrogation	 		 		 		 		 	
									
		 		 		 	Based upon Gross Receipts	 		 	[***]	 		 		 	
									
		 		 		 	Total Pollution Exclusion Except Building Heating and Cooling and Hostile Fire	 		 		 		 		 	
		 		 		 	Nuclear Energy Liability Exclusion	 		 		 		 		 	
									
		 		 		 	Fungi or Bacteria Exclusion	 		 		 		 		 	
									
		 		 		 	Asbestos Exclusion	 		 		 		 		 	
									
		 		 		 	Emp related practices exclusion	 		 		 		 		 	
									
		 		 		 	ERISA Exclusion	 		 		 		 		 	
									
		 		 		 	Amended Definition of Bodily Injury	 		 		 		 		 	
								
		 		 		 	Per Location Aggregate (Subject to [***] Cap)	 		 		 		 	
									
		 		 		 	Batch Clause	 		 		 		 		 	
									
		 		 		 	Knowledge of Occurrence	 		 		 		 		 	
									
		 		 		 	Co-Employee Exclusion Deleted	 		 		 		 		 	
									
		 		 		 	Notice of Occurrence	 		 		 		 		 	
									
		 		 		 	Unintentional Errors and Omissions	 		 		 		 		 	









 * * * CONFIDENTIAL * * * 

 


																	
	 Coverage Line
	 	 Policy Number
	 	 Carrier
	 	 Limits
	 	 Deductible
	 	 Estimated Premium

		 		 		 	Includes 10% swing clause	 		 		 		 		 	
		 		 		 	  
 Additional terms and exclusions
apply
	 		 		 	
	 Auto

[***]
  
	 	 [***]
  
	 	 Safety National Casualty Corp.

AM Best Rated A XI
  
	 		 		 		 		 		 	
	 	 	 	Liability (Symbol 1)	 		 	[***]	 	Per Accident	 	[***]	 	 Renewal Premium:

[***]

	 	 	 	  
 PIP: - Symbol 5- Minimum required by law
	 		 	  
 [***]
	 		 		 	  
 State Surcharges:

[***]

	 	 	 	  
 Medical Payments (Symbol 2)
	 		 	  
 [***]
	 		 		 	  
 Total Premium:

[***]

	 	 	 	  
 UM / UIM (Symbol 2)
	 		 	  
 [***]
	 		 		 	
	 	 	 	  
 Physical Damage
	 		 		 		 	  
 [***]
	 	
	 	 	 	  
 Comp/Collision (Symbol 8 Hired autos)
	 		 	  
 [***] or [***] which is less
	 		 		 	  
 25% deposit

	 	 	 	 - Mandatory State Endorsements
	 		 		 		 		 	Plus 9 installments
	 	 	 	 - UM/UIM Anti-Stacking Endorsement
	 		 		 		 		 	
	 	 	 	 - Additional Insured Endorsement
	 		 		 		 		 	premium adjusted at audit
	 	 	 	 - Knowledge of Occurrence Endorsement
	 		 		 		 		 	[***] per unit, [***] units









 * * * CONFIDENTIAL * * * 

 


																	
	 Coverage Line
	 	 Policy Number
	 	 Carrier
	 	 Limits
	 	 Deductible
	 	 Estimated Premium

		 		 		 	 - Lessor: AI and Loss Payee
	 		 		 		 		 	
									
		 		 		 	 - Waiver of Subrogation
	 		 		 		 		 	
									
		 		 		 	 - Nuclear Energy Liability Exclusion
	 		 		 		 		 	
									
		 		 		 	 - Drive Other Car Coverage
	 		 		 		 		 	
									
		 		 		 	 - Fellow Employee Exclusion Deleted
	 		 		 		 		 	
									
		 		 		 	 - Rental Coverage (30 Days at $50/day)
	 		 		 		 		 	
									
		 		 		 	 - Hired Car Physical Damage
	 		 		 		 		 	
									
		 		 		 	 - Swing Clause
	 		 		 		 		 	
									
		 		 		 	 - The following unit types are covered at no charge for auto liability (Spares, To Be Solds, Forklifts, Yard Dogs, Scrubbers, Sweepers, and
Swampers)
	 		 		 		 		 	
								
		 		 		 	 - Employee as Insureds
	 		 		 		 	
								
		 		 		 	 - Pollution Coverage (PP Vehicles Only)
	 		 		 		 	
		 		 		 	 Composite Rated based upon:
	 		 	2869	 		 		 	
									
		 		 		 	 - Lease Gap Coverage
	 		 		 		 		 	









 * * * CONFIDENTIAL * * * 

 


																	
	 Coverage Line
	 	 Policy Number
	 	 Carrier
	 	 Limits
	 	 Deductible
	 	 Estimated Premium

									
		 		 		 	 - Unintentional Errors and Omissions
	 		 		 		 		 	
	 	 	 	  
 Additional terms and exclusions
apply
	 		 		 	
	 Umbrella

[***]
  
	 	 [***]
  
	 	 National Union Fire Ins. Co. (AIG)
AM Best Rated A XV

 
  
	 	  
 Each Occurrence
	 		 	  
 [***]
	 	  
 Self Insured Retention:
	 	  
 [***]
	 	  
 Total Premium: [***]

	 	 	 	  
 General Aggregate
	 		 	[***]	 		 		 	
	 	 	 	  
 Products/Completed Operations Aggregate
	 		 	[***]	 		 		 	
	 	 	 	  
 Crisis Response- Limit of Insurance
	 		 	[***]	 		 		 	
	 	 	 	  
 Excess Casualty Crisis Fund Limit of Insurance
	 	[***]	 		 		 	
	 	 	 	  
 Underlying:
	 		 		 		 		 	
	 	 	 	  
 General Liability, Foreign GL, Auto- Owned and
Buffer
	 		 		 		 	
	 	 	 	  
 Employers Liability, Employee Benefits Liability
	 		 		 		 	
	 	 	 	  
 Coverage Extensions/Conditions/Limitations
	 		 		 		 	
	 	 	 	  
 - Crisis Response Coverage Enhancement
Endt
	 		 		 		 	
		 		 		 	  
 - Coverage Territory Endorsement
	 		 		 		 		 	









 * * * CONFIDENTIAL * * * 

 


															
	 Coverage Line
	 	 Policy Number
	 	 Carrier
	 	 Limits
	 	 Deductible
	 	 Estimated Premium

		 		 		 	 - Employers Liability/Stop Gap Limitation Endt.
	 		 		 		 	
								
		 		 		 	 - Bacteria Exclusion Endorsement
	 		 		 		 	
								
		 		 		 	 - Fungus Exclusion with Edible Goods or Product Exception in insured’s products are not excluded)
	 		 		 		 	
								
		 		 		 	 - Lot or Batch Limitation
	 		 		 		 	
								
		 		 		 	 - Knowledge or Occurrence Endorsement
	 		 		 		 	
								
		 		 		 	 - Discrimination Limition Endorsement
	 		 		 		 	
							
		 		 		 	Additional terms and exclusions apply	 		 		 	
	 Excess Umbrella

[***]
	 	[***]	 	Continental Casualty Company	 	  
 Per Occurrence
	 	  
 [***] X of [***]
	 		 		 	  
 Total Premium: [***]

	 	 	 	  
 General Aggregate
	 	  
 [***] X of [***]
	 		 		 	
	 	 	 	  
 Follows Form of Primary Umbrella
	 		 		 		 	
	 	 	 	  
 Major Exclusions
	 		 		 		 	
	 	 	 	  
 -Asbestos
	 		 		 		 	









 * * * CONFIDENTIAL * * * 

 


															
	 Coverage Line
	 	 Policy Number
	 	 Carrier
	 	 Limits
	 	 Deductible
	 	 Estimated Premium

		 		 		 	 - Pollution (coverage included for hostile fire, building heating equipt, upset & overturn)
	 		 		 		 	
								
		 		 		 	 - Nuclear, Biological or Chemical Terrorism
	 		 		 		 	
								
		 		 		 	 - Intellectual Property
	 		 		 		 	
								
		 		 		 	 - Crisis Management, Response
	 		 		 		 	
							
		 		 		 	Additional terms and exclusions apply	 		 		 	
								
		 		 		 	Premium is 25% minimum earned- no flat cancellations	 		 		 		 	
	 Excess Umbrella

[***]
	 	[***]	 	Great American AM Best Rated A XIV	 		 		 		 		 	
	 	 	 	  
 Per Occurrence
	 	  
 [***] X of [***]
	 		 		 	  
 Renewal Premium: [***]

	 	 	 	  
 General Aggregate
	 	  
 [***] X of [***]
	 		 		 	  
 Terrorism: [***]

	 	 	 	  
 Follows Form of Primary Umbrella
	 		 		 		 	  
 Total Premium: [***]

	 	 	 	  
 Major Exclusions
	 		 		 		 	
	 	 	 	  
 -Asbestos
	 		 		 		 	
	 	 	 	  
 - Pollution (coverage included for hostile fire,
building heating equipt, upset & overturn)
	 		 		 		 	









 * * * CONFIDENTIAL * * * 

 


															
	 Coverage Line
	 	 Policy Number
	 	 Carrier
	 	 Limits
	 	 Deductible
	 	 Estimated Premium

		 		 		 	 - Nuclear, Biological or Chemical Terrorism
	 		 		 		 	
								
		 		 		 	 - Intellectual Property
	 		 		 		 	
								
		 		 		 	 - Crisis Management, Response
	 		 		 		 	
		 		 		 	  
 Additional terms and exclusions
apply
	 		 		 	
								
		 		 		 	Premium is 25% minimum earned- no flat cancellations	 		 		 		 	
	 Excess Umbrella

[***]
	 	[***]	 	 Fireman’s Fund

AM Best Rated A XV
	 	  
 Per Occurrence
	 	  
 [***] X of [***]
	 		 		 	  
 Total Premium: [***]

	 	 	 	  
 General Aggregate
	 	  
 [***] X of [***]
	 		 		 	
	 	 	 	  
 Follows form with Lead
	 		 		 		 	
	 	 	 	  
 Additional terms and exclusions
apply
	 		 		 	
	 Excess Auto

[***]
	 	[***]	 	Philadelphia Insurance Companies	 		 		 		 		 	Premium: [***]
	 	 	 	  
 Each Occurrence
	 	  
 [***] xs Primary Auto
	 		 		 	  
 Surplus Lines Taxes and Fees: [***]

	 	 	 	  
 General Aggregate
	 	  
 [***] xs Primary Auto
	 		 		 	  
 Total Premium: [***]

	  
 Workers’ Compensation

[***]
	 	  
 [***]

[***]
 [***]
	 	  
 Safety National Casualty Corp.

AM Best Rated A XI
	 	  
 Workers’ Compensation
	 	  
 Statutory
	 	  
 Deductible
	 	  
 [***]
	 	  
 Renewal Premium:
[***]










 * * * CONFIDENTIAL * * * 

 


															
	 Coverage Line
	 	 Policy Number
	 	 Carrier
	 	 Limits
	 	 Deductible
	 	 Estimated Premium

		 		 		 	Employers Liability	 		 		 		 	State Surcharge: [***]
								
		 		 		 	 -Bodily Injury by Accident- Ea Accident
	 	[***]	 		 		 	Total Premium: [***]
								
		 		 		 	 -Bodily Injury by Disease- Policy Limit
	 	[***]	 		 		 	
								
		 		 		 	 -Bodily Injury by Diseases- Ea Employee
	 	[***]	 		 		 	
								
		 		 		 	Based upon payroll of [***]	 		 		 		 	
								
		 		 		 	Rate per [***] Payroll: [***]	 		 		 		 	
								
		 		 		 	Note: Premium is 85% Minimum and Deposit	 		 		 		 	
								
		 		 		 	Total estimated payroll [***]	 		 		 		 	
								
		 		 		 	Notable Endorsements	 		 		 		 	
								
		 		 		 	 - All states except OH, ND, WA, & WY
	 		 		 		 	
								
		 		 		 	 - Terrorism/ Domestic Terrorism
	 		 		 		 	
								
		 		 		 	 - Voluntary Compensation - All Other States
	 	State of Hire benefits	 		 		 	
								
		 		 		 	 - Voluntary Compensation - California only
	 	State of Hire benefits	 		 		 	
								
		 		 		 	 - Foreign Voluntary WC and Emp Liability
	 	US and Non-US Citizens	 		 		 	
								
		 		 		 	 - Waiver of Subrogation
	 		 		 		 	









 * * * CONFIDENTIAL * * * 

 


															
	 Coverage Line
	 	 Policy Number
	 	 Carrier
	 	 Limits
	 	 Deductible
	 	 Estimated Premium

		 		 		 	 - US Longshore and Harbor Workers Compensation Act
	 	Provided on “If Any” Basis	 		 		 	
								
		 		 		 	 - Swing Clause
	 		 		 		 	
							
		 		 		 	Additional terms and exclusions apply	 		 		 	
	 Flood Insurance

[***]
 Fort Lauderdale location:

[***]
	 	  
 [***]
	 	  
 American Bankers
	 	  
 -2779 Northwest 112th Avenue, Doral, FL
	 	  
 [***]
	 	  
 Per Occurrence
	 	  
 [***]
	 	  
 [***]

	 	  
 [***]
	 	  
 American Bankers
	 	  
 - 2545 S Ferre St, Kansas City, KS
	 	  
 [***]
	 	  
 Per Occurrence
	 	  
 [***]
	 	  
 [***]

	 	  
 [***]
	 	  
 American Bankers
	 	  
 - 11485 Reiger Rd, Baton Rouge, LA
	 	  
 [***]
	 	  
 Per Occurrence
	 	  
 [***]
	 	  
 [***]

	 	  
 [***]
	 	  
 American Bankers
	 	  
 - 3418 Howard St, New Orleans, LA
	 	  
 [***]
	 	  
 Per Occurrence
	 	  
 [***]
	 	  
 [***]

	 	  
 [***]
	 	  
 American Bankers
	 	  
 - 45 Noblestown Rd, Carnegie, PA
	 	  
 [***]
	 	  
 Per Occurrence
	 	  
 [***]
	 	  
 [***]

	 	  
 [***]
	 	  
 American Bankers
	 	  
 - 1313 Pacific Dr, Burlington, WA
	 	  
 [***]
	 	  
 Per Occurrence
	 	  
 [***]
	 	  
 [***]

	 	  
 [***]
	 	  
 American Bankers
	 	  
 - 21605 85th Ave, Kent, WA
	 	  
 [***]
	 	  
 Per Occurrence
	 	  
 [***]
	 	  
 [***]

	 	  
 [***]
	 	  
 American Bankers
	 	  
 - 11811 Highway 67, Lakeside, CA
	 	  
 [***]
	 	  
 Per Occurrence
	 	  
 [***]
	 	  
 [***]

	 	  
 [***]
	 	  
 American Bankers
	 	  
 - 1522 N Newhope St, Santa Ana, CA
	 	  
 [***]
	 	  
 Per Occurrence
	 	  
 [***]
	 	  
 [***]

	 	  
 [***]
	 	  
 American Bankers
	 	  
 - 5331 NW 35th Terrance, Fort Lauderdale,
FL
	 	  
 [***]
	 	  
 Per Occurrence
	 	  
 [***]
	 	  

[***]










 * * * CONFIDENTIAL * * * 

 


															
	 Coverage Line
	 	 Policy Number
	 	 Carrier
	 	 Limits
	 	 Deductible
	 	 Estimated Premium

		 		 		 		 		 		 		 	Total Premium:
								
		 		 		 	Terms:	 		 		 		 	[***]
								
		 		 		 	 -National Flood Program does not provide:

Business Income, Rents, Extra Expense
	 		 		 		 	
								
		 		 		 	 -Coverage on an Actual Cash Value Basis- not replacement Cost
	 		 		 		 	
		 		 		 	 - 80% Coinsurance Applies
	 		 		 		 	
							
		 		 		 	Additional terms and exclusions apply	 		 		 	
	Ocean Cargo	 	[***]	 	 AGCS Marine Insurance Company (Allianz)

AM Best Rated A+ XV
	 	  
 Any One Vessel
	 	  
 [***]
	 		 	  
 [***]
	 	  
 Total Premium: [***]

	 	 	 	  
 Any One Aircraft
	 	  
 [***]
	 		 		 	
	 	 	 	  
 Any One Package Shipped by Government, Private Mail, or Parcel
Post
	 	  
 [***]
	 		 		 	
	 	 	 	  
 Commodity- Water coolers, parts properly packed and
containerized
	 		 		 		 	









 * * * CONFIDENTIAL * * * 

 


																			
	 Coverage Line
	 	 Policy Number
	 	 Carrier
	 	 Limits
	 	 Deductible
	 	 Estimated Premium

		 		 		 	Valuation- Cost + Freight + 10% (selling price can be added)	 		 		 		 		 	
		 		 		 	Voyage - World to World (regular carriers)	 		 		 		 		 	
		 		 		 	Perils- All risk subject to policy exclusions	 		 		 		 		 	
		 		 		 	 - War, Strike, Riots, Civil Commotion
	 		 		 		 		 	
									
		 		 		 	Terrorism Coverage	 		 		 		 		 	
								
		 		 		 	Additional terms and exclusions apply	 		 		 		 	
	 Directors & Officers, Employment Practices and Fiduciary Liability

[***]
	 	[***]	 	Arch Insurance Company	 	  
 Coverage Effective [***] to
[***]
	 		 		 		 		 	
	 	 	 	  
 Directors & Officers Liability Limit
	 		 	  
 [***]
	 		 	  
 Insuring Agreement A
	 	  
 [***]
	 	  
 Total Premium: [***]

	 	 	 		 	  
 Additional Limit for Claims against Insured Persons
	 	  
 [***]
	 		 	  
 Insuring Agreement B
	 	  
 [***]
	 	
	 	 	 		 		 		 		 	  
 Insuring Agreement C
	 	  
 [***]
	 	
	 	 	 	  
 Employment Practices Liability
	 		 	  
 [***]
	 		 		 	  
 [***]
	 	









 * * * CONFIDENTIAL * * * 

 


																	
	 Coverage Line
	 	 Policy Number
	 	 Carrier
	 	 Limits
	 	 Deductible
	 	 Estimated Premium

		 		 		 		 	Third Party	 	[***]	 		 	[***]	 	
									
		 		 		 	Fiduciary Liability	 		 	[***]	 		 	[***]	 	
									
		 		 		 		 	Settlement Program	 	[***]	 		 		 	
									
		 		 		 	Additional terms and exclusions apply	 		 		 		 		 	
	 Excess Directors & Officers Liability

[***]
	 	 [***]
	 	Ace American Insurance Company	 	  
 Coverage Effective [***] to
[***]
	 		 		 		 	
	 	 	 	  
 Directors & Officers Excess Limit of Liability
	 		 	  
 [***]
	 		 	  

Underlying [***]        
	 	  
 Total Premium: [***]

	 	 	 	  
 Additional terms and exclusions
apply
	 		 		 		 		 	
	 Excess Directors & Officers Liability

[***]
	 	[***]	 	AXIS Insurance Company	 	  
 Coverage Effective [***] to
[***]
	 		 		 		 	
	 	 	 	  
 Directors & Officers Excess Limit of Liability
	 		 	  
 [***]
	 		 	  

Underlying [***]        
	 	  
 Total Premium: [***]










 * * * CONFIDENTIAL * * * 

 


															
	 Coverage Line
	 	 Policy Number
	 	 Carrier
	 	 Limits
	 	 Deductible
	 	 Estimated Premium

								
		 		 		 	Additional terms and exclusions apply	 		 		 		 	
	 Excess Directors & Officers Side A Liability

[***]
	 	[***]	 	Illinois National Insurance Company (AIG)	 	  
 Coverage Effective [***] to [***]
	 		 		 		 	
	 	 	 	  
 Limit of Liability
	 	  
 [***]
	 		 	  

Underlying [***]        
	 	  
 Total Premium: [***]

	 	 	 	  
 Additional terms and exclusions
apply
	 		 		 		 	
	 Excess Fiduciary Liability

[***]
	 	[***]	 	AXIS Insurance Company	 	  
 Coverage Effective [***] to [***]
	 		 		 		 	
	 	 	 	  
 Limit of Liability
	 	  
 [***]
	 		 	  

Underlying [***]        
	 	  
 Total Premium: [***]

	 	 	 	  
 Additional terms and exclusions
apply
	 		 		 		 	









 * * * CONFIDENTIAL * * * 

 


																	
	 Coverage Line
	 	 Policy Number
	 	 Carrier
	 	 Limits
	 	 Deductible
	 	 Estimated Premium

								
	 Excess Fiduciary Liability

[***]
	 	[***]	 	ACE American Insurance Company	 	Coverage Effective [***] to [***]	 		 		 		 	
	 	 	 	  
 Limit of Liability
	 		 	  
 [***]
	 		 	  

Underlying [***]        
	 	  
 Total Premium: [***]

	 	 	 	  
 Additional terms and exclusions
apply
	 		 		 		 		 	
	 Crime Insurance

[***]
	 	[***]	 	Massachusetts Bay Insurance Company (Hanover)	 	  
 Coverage Effective [***] to
[***]
	 		 		 		 	
	 	 	 	  
 Limit of Liability
	 		 		 		 	  
 [***]
	 	  
 Total Premium: [***]

	 	 	 		 	  
 Employee Theft
	 	  
 [***]
	 		 	  
 [***]
	 	
	 	 	 		 	  
 Forgery or Alteration
	 	  
 [***]
	 		 	  
 [***]
	 	
	 	 	 		 	  
 Inside the Premises - Theft of Money and Securities
	 	  
 [***]
	 		 	  
 [***]
	 	
	 	 	 		 	Inside the Premises - Robbery or Safe Burglary of Other Property	 	[***]	 		 	[***]	 	
	 	 	 		 	  
 Outside the Premises
	 	  
 [***]
	 		 	  
 [***]
	 	









 * * * CONFIDENTIAL * * * 

 


																	
	 Coverage Line
	 	 Policy Number
	 	 Carrier
	 	 Limits
	 	 Deductible
	 	 Estimated Premium

		 		 		 		 	Computer Fraud	 	[***]	 		 	[***]	 	
									
		 		 		 		 	Funds Transfer Fraud	 	[***]	 		 	[***]	 	
									
		 		 		 		 	Money Orders and Counterfeit Money	 	[***]	 		 	[***]	 	
									
		 		 		 		 	Credit, Debit or Charge Card Forgery	 	[***]	 		 	[***]	 	
									
		 		 		 		 	Clients Property	 	[***]	 		 	[***]	 	
		 		 		 		 	  
 Destruction of Electronic Data
	 	  
 [***]
	 		 	  
 [***]
	 	
									
		 		 		 		 	Expenses Incurred	 	[***]	 		 		 	
									
		 		 		 	Additional terms and exclusions apply	 		 		 		 		 	
								
	 Media & Cyber Liability [***]
	 	[***]	 	Illinois Union Insurance Company (ACE)	 	Coverage Effective [***] to [***]	 		 		 		 	
	 	 	 	  
 Limit of Liability
	 		 	  
 [***]
	 		 	  
 [***]
	 	  
 Total Premium: [***]

	 	 	 		 	  
 Electronic Media Activities Liability
	 	  
 [***]
	 		 	  
 [***]
	 	
	 	 	 		 	  
 Network Securities Liability
	 	  
 [***]
	 		 	  
 [***]
	 	
	 	 	 		 	  
 Privacy Liability
	 	  
 [***]
	 		 	  
 [***]
	 	
	 	 	 		 	  
 Data Breach Fund
	 	  
 [***]
	 		 	  
 [***]
	 	









 * * * CONFIDENTIAL * * * 

 


																	
	 Coverage Line
	 	 Policy Number
	 	 Carrier
	 	 Limits
	 	 Deductible
	 	 Estimated Premium

		 		 		 		 	Network Extortion Liability	 	[***]	 		 	[***]	 	
		 		 		 		 	Regulatory Proceeding Sublimit	 	[***]	 		 	[***]	 	
		 		 		 	  
 Additional terms and exclusions
apply
	 		 		 		 		 	
	Excess Media & Cyber Liability [***]	 	[***]	 	AIG Specialty Insurance Company	 	  
 Coverage Effective [***] to [***]
	 		 		 		 	
	 	 	 	  
 Limit of Liability
	 		 	  
 [***]
	 		 	  

Underlying [***]        
	 	  
 Total Premium: [***]

	 	 	 	  
 Additional terms and exclusions
apply
	 		 		 		 		 	
	Pollution Liability [***]	 	[***]	 	Admiral Insurance Company	 	  
 Coverage Effective [***] to [***]
	 		 		 		 	
	 	 	 	  
 Limit of Liability
	 		 	  
 [***] per occurrence
	 		 	[***]	 	  
 Total Premium: [***]

	 	 	 		 		 	  
 [***] Aggregate
	 		 		 	









 * * * CONFIDENTIAL * * * 

 


																	
	 Coverage Line
	 	 Policy Number
	 	 Carrier
	 	 Limits
	 	 Deductible
	 	 Estimated Premium

									
		 		 		 	SIR	 		 	[***]	 		 		 	
		 		 		 	  
 Additional terms and exclusions
apply
	 		 		 		 		 	









 * * * CONFIDENTIAL * * * 

 

 Schedule 3.15 

Capitalization and Subsidiaries 
  

									
	 Exact Legal Name

of Entity
	  	 Record Owner

(Beneficial Owner if
Different)
	  	 Type of Entity
	  	 Number of

Shares or
 Interests
Owned
	  	 Number of

Shares of
 Interests

Outstanding

					
	 156775 Canada Inc.
	  	Cott Corporation Corporation Cott/100%	  	Corporation	  	1 common share	  	1 common share
					
	 2011438 Ontario Limited
	  	Cott Corporation Corporation Cott/100%	  	Corporation	  	1 common share	  	1 common share
					
	 804340 Ontario Limited
	  	Cott Corporation Corporation Cott/100%	  	Corporation	  	1 common share	  	1 common share
					
	 967979 Ontario Limited
	  	Cott Corporation Corporation Cott/100%	  	Corporation	  	 a) 10,088,608 common shares

 
 b) 800,000 Junior Preference shares

 
 c) No Senior Preference shares
	  	 a) 10,088,608 common shares

 
 b) 800,000 Junior Preference shares

 
 c) No Senior Preference shares

					
	 AD Personales, S.A. de C.V.
	  	 Mexico Bottling Services, S.A. de C.V. 50%
  

Servicios Generales de México, S.A. de C.V. 50%
	  	Limited liability corporation of variable capital	  	 a) 25,000 Class I Shares

 
 b) 25,000 Class I Shares
	  	 a) 25,000 Class I Shares - Mexico Bottling Services, S.A. de C.V.
  

b) 25,000 Class I Shares - Servicios Generales de México, S.A. de C.V.

					
	 Aimia Foods Holdings Limited
	  	Cott Ventures Limited/100%	  	Private company limited by shares	  	500,000 ordinary shares	  	500,000 ordinary shares
					
	 Aimia Foods Group Limited
	  	Aimia Foods Holdings Limited/100%	  	Private company limited by shares	  	250,000 ordinary shares	  	250,000 ordinary shares









 * * * CONFIDENTIAL * * * 

 


									
	 Exact Legal Name

of Entity
	  	 Record Owner

(Beneficial Owner if
Different)
	  	 Type of Entity
	  	 Number of

Shares or
 Interests
Owned
	  	 Number of

Shares of
 Interests

Outstanding

					
	 Aimia Foods EBT Company Limited
	  	Aimia Foods Holdings Limited/100%	  	Private company limited by shares	  	1 ordinary share	  	1 ordinary share
					
	 Aimia Foods Limited
	  	Aimia Foods Group Limited/100%	  	Private company limited by shares	  	800 ordinary shares	  	800 ordinary shares
					
	 Calypso Soft Drinks Limited
	  	Cooke Bros (Tattenhall) Limited	  	Private company limited by shares	  	100 ordinary shares	  	100 ordinary shares
					
	 Caroline LLC
	  	Cott Corporation Corporation Cott/100%	  	Limited liability company	  	N/A	  	N/A
					
	 Cliffstar LLC
	  	Cott Acquisition LLC/100%	  	Limited liability company	  	507,526,030 LLC interests	  	507,526,030 LLC interests
					
	 Cooke Bros Holdings Limited
	  	Cott Developments Limited/100%	  	Private company limited by shares	  	55,000 ordinary shares	  	55,000 ordinary shares
					
	 Cooke Bros (Tattenhall) Limited
	  	Cooke Bros Holdings Limited/100%	  	Private company limited by shares	  	500,000 ordinary shares	  	500,000 ordinary shares
					
	 Cott (Barbados) IBC Ltd.
	  	Cott Corporation Corporation Cott/100%	  	International business company	  	100 common shares	  	100 common shares
					
	 Cott (Hong Kong) Limited
	  	Cott (Barbados) IBC Ltd./100%	  	Private limited liability company (limited by shares)	  	1 ordinary share of US$1.00 each	  	1 ordinary share of US$1.00 each
					
	 Cott (Nelson) Limited
	  	Cott Nelson (Holdings) Limited/100%	  	Private company limited by shares	  	88,751 ordinary £1 shares	  	88,751 ordinary £1 shares
					
	 Cott Acquisition Limited
	  	Cott UK Acquisition Limited/100%	  	Private company limited by shares	  	265,732,801 ordinary shares £1 shares	  	265,732,801 ordinary shares £1 shares









 * * * CONFIDENTIAL * * * 

 


									
	 Exact Legal Name

of Entity
	  	 Record Owner

(Beneficial Owner if
Different)
	  	 Type of Entity
	  	 Number of

Shares or
 Interests
Owned
	  	 Number of

Shares of
 Interests

Outstanding

	 Cott Acquisition LLC
	  	 Cott Acquisition Limited/82%
  

Cott U.S. Acquisition LLC/18%
	  	Limited liability company	  	 a) 415,000,085 LLC interests
  

b) 92,256,045 LLC interests
	  	 a) 415,000,085 LLC interests – Cott Acquisition Limited
  

b) 92,256,045 LLC interests – Cott U.S. Acquisition LLC

					
	 Cott Beverages Inc.
	  	Cott Holdings Inc./100%	  	Corporation	  	 a) 59,500,000 shares of Class A Common Stock
  

b) 152,001,794.519 shares of Class B Common Stock
	  	 a) 59,500,000 shares of Class A Common Stock
  

b) 152,001,794.519 shares of Class B Common Stock

					
	 Cott Beverages Limited
	  	Cott Retail Brands Limited/100%	  	Private company limited by shares	  	94,808,317 ordinary shares	  	94,808,317 ordinary shares
					
	 Cott Corporation Corporation Cott
	  	Public Company	  	Corporation	  	N/A	  	 a) 93,736,940 common shares
  

b) 116,054.421 shares of Series A Convertible Preferred
  

c) 32,711.306 shares of Series B Non-Convertible Preferred

					
	 Cott Developments Limited
	  	Cott Beverages Limited	  	Private company limited by shares	  	1 ordinary share	  	1 ordinary share
					
	 Cott do Brasil Industria, Comercio, Importacao e Exportacao de Bebidas e Concentrados Ltda
	  	 a) Cott Corporation Corporation Cott/99% and
  

b) 804340 Ontario Limited/1%
	  	Limited liability company	  	 a) 1,270,269 quotas
  

b) 12,831 quotas
	  	 a) 1,270,269 quotas
  

b) 12,831 quotas










 * * * CONFIDENTIAL * * * 

 


									
	 Exact Legal Name

of Entity
	  	 Record Owner

(Beneficial Owner if
Different)
	  	 Type of Entity
	  	 Number of

Shares or
 Interests
Owned
	  	 Number of

Shares of
 Interests

Outstanding

	 Cott Embotelladores de Mexico, S.A. de C.V.
	  	 Cott Corporation
  

Corporation Cott/99.375%
  

Embotelladora de Puebla, S.A. de C.V./0.625%
	  	Limited liability corporation of variable capital	  	 a) 1 Series I, Class A Share
  

b) 49,999 Series I, Class B Shares
  

c) 399,999 Series II, Class A Shares
  

d) 3,550,001 Series II, Class B Shares
  

e) 60,000,000 Series II, Class C Shares
	  	 a) 1 Series I, Class A Share - Embotelladora de Puebla, S.A. de C.V.
  

b) 49,999 Series I, Class B Shares - Cott Corporation
  

Corporation Cott
  

c) 399,999 Series II, Class A Shares -Embotelladora de Puebla, S.A. de C.V.
  

d) 3,550,001 Series II, Class B Shares – Cott Corporation Corporation Cott
  

e) 60,000,000 Series II, Class C Shares –
  

Cott Corporation Corporation Cott

					
	 Cott Europe Trading Limited
	  	Cott Retail Brands Limited/100%	  	Private company limited by shares	  	1,860,709 ordinary £1 shares	  	1,860,709 ordinary £1 shares









 * * * CONFIDENTIAL * * * 

 


									
	 Exact Legal Name

of Entity
	  	 Record Owner

(Beneficial Owner if
Different)
	  	 Type of Entity
	  	 Number of

Shares or
 Interests
Owned
	  	 Number of

Shares of
 Interests

Outstanding

	 Cott Holdings Inc.
	  	Cott Beverages Limited/100%	  	Corporation	  	 a) 182 common shares
  

b) 696 Class A preferred shares
  

c) 2 Class B preferred shares
  

d) 42 Class C preferred shares
	  	 a) 182 common shares
  

b) 696 Class A preferred shares
  

c) 2 Class B preferred shares
  

d) 42 Class C preferred shares

					
	 Cott International SRL
	  	 Cott Investment, L.L.C./99%
  

Cott International Trading Ltd./1%
	  	International society with restricted liability	  	 a) 99 common quotas
  

b) 1 common quota
	  	 a) 99 common quotas
  

b) 1 common quota

					
	 Cott International Trading Ltd.
	  	Cott Corporation Corporation Cott/100%	  	International business company	  	53,878,575 common shares	  	53,878,575 common shares
					
	 Cott Investment, L.L.C.
	  	 Cott Corporation Corporation Cott /90%
  

804340 Ontario Limited/10%
	  	Limited liability company	  	 LLC interest/90%
  

LLC interest/10%
	  	 LLC interest/90%
  

LLC interest/10%

					
	 Cott IP Holdings Corp.
	  	Cott Beverages Inc./100%	  	Corporation	  	100 shares	  	100 shares
					
	 Cott Limited
	  	Cott Retail Brands Limited/100%	  	Private company limited by shares	  	 a) 3,810,800 ‘A’ ordinary shares of 10 pence each
  

b) 1,445,476 preferred ordinary shares of 10 pence each
  

c) No preference shares
	  	 a) 3,810,800 ‘A’ ordinary shares of 10 pence each
  

b) 1,445,476 preferred ordinary shares of 10 pence each
  

c) No preference shares










 * * * CONFIDENTIAL * * * 

 


									
	 Exact Legal Name

of Entity
	  	 Record Owner

(Beneficial Owner if
Different)
	  	 Type of Entity
	  	 Number of

Shares or
 Interests
Owned
	  	 Number of

Shares of
 Interests

Outstanding

	 Cott Luxembourg S. a r. l.
	  	 Cott Beverages Limited/0.000047%
  

Cott Retail Brands Limited/99.99%
	  	Private company limited by shares	  	 a) 2 ordinary shares
  

b) 4,260,646 ordinary shares
	  	 a) 2 ordinary shares- Cott Beverages Limited
  

b) 4,260,646 ordinary shares- Cott Retail Brands Limited

					
	 Cott Maquinaria y Equipo, S.A. de C.V.
	  	 Cott Embotelladores de México, S.A. de C.V. / 0.0019%
  

Cott Corporation / 97.49%
  

Embotelladora Puebla, S.A. de C.V. / 2.50%
	  	Limited liability corporation of variable capital	  	 a) 1 Series “A” Share
  

b) 49,999 Series “A” Share
  

c) 1,283 Series “B” Shares
	  	 a) 1 Series “A” Share
 - Cott
Embotelladores de México, S.A. de C.V.
  
 b) 49,999 Series “A” Share -
Cott Corporation
  
 c) 1,283 Series “B” Shares – Cott Embotelladora de
Puebla, S.A. de C.V.

					
	 Cott NE Holdings Inc.
	  	Northeast Finco Inc./100%	  	Corporation	  	100 shares	  	100 shares
					
	 Cott Nelson (Holdings) Limited
	  	Cott Beverages Limited/100%	  	Private company limited by shares	  	162,669 ordinary £1 shares	  	162,669 ordinary £1 shares
					
	 Cott Private Label Limited
	  	Cott Beverages Limited/100%	  	Private company limited by shares	  	 a) 25,000 ‘A’ ordinary shares
  

b) 221,469 ‘B’ ordinary shares
  

c) 753,531 ‘C’ ordinary shares
	  	 a) 25,000 ‘A’ ordinary shares
  

b) 221,469 ‘B’ ordinary shares
  

c) 753,531 ‘C’ ordinary shares

					
	 Cott Retail Brands Limited
	  	Cott Corporation Corporation Cott/100%	  	Private company limited by shares	  	60,918,341 ordinary £1 shares	  	60,918,341 ordinary £1 shares









 * * * CONFIDENTIAL * * * 

 


									
	 Exact Legal Name

of Entity
	  	 Record Owner

(Beneficial Owner if
Different)
	  	 Type of Entity
	  	 Number of

Shares or
 Interests
Owned
	  	 Number of

Shares of
 Interests

Outstanding

	 Cott Retail Brands Netherlands BV
	  	Cott Retail Brands Limited	  	Limited liability company	  	400 ordinary shares	  	400 ordinary shares
					
	 Cott UK Acquisition Limited
	  	Cott Beverages Inc./100%	  	Private company limited by shares	  	131,088,002 ordinary £1 shares	  	131,088,002 ordinary £1 shares
					
	 Cott USA Finance LLC
	  	Cott Corporation Corporation Cott/100%	  	Limited liability company	  	2,597,378 LLC interests	  	2,597,378 LLC interests
					
	 Cott U.S. Acquisition LLC
	  	Cott Beverages Inc./100%	  	Delaware limited liability company	  	72,526,130 LLC interests	  	72,526,130 LLC interests
					
	 Cott Vending Inc.
	  	Cott Beverages Inc./100%	  	Corporation	  	1,000 shares	  	1,000 shares
					
	 Cott Ventures Limited
	  	Cott Ventures UK Limited/100%	  	Private company limited by shares	  	3 ordinary shares	  	3 ordinary shares
					
	 Cott Ventures UK Limited
	  	 a) Cott Beverages Limited/100% of Ordinary A Shares
  

b) Cott Beverages Inc./100% of Ordinary B Shares, 100% of Voting Preferred Stock
	  	Private company limited by shares	  	 a) 2 Ordinary A Shares
  

b) 2 Ordinary B Share
  

c) 42,492,227 Voting Preferred Stock
	  	 a) 2 Ordinary A Shares
  

b) 2 Ordinary B Share
  

c) 42,492,227 Voting Preferred Stock

					
	 Crystal Springs of Alabama Holdings, LLC
	  	DS Services of America, Inc./100%	  	Limited Liability Company	  	N/A- membership interests	  	N/A
					
	 DS Services Holdings, Inc.
	  	DSS Group, Inc./100%	  	Corporation	  	199 shares of common stock	  	199 shares of common stock
					
	 DS Services of America, Inc.
	  	DS Services Holdings, Inc./100%	  	Corporation	  	199 shares of common stock	  	199 shares of common stock
					
	 DSS Group, Inc.
	  	Cott Beverages Inc.	  	Corporation	  	100 shares of common stock	  	100 shares of common stock
					
	 Interim BCB, LLC
	  	Cott Beverages Inc./100%	  	Limited liability company	  	None – Single Member Limited Liability Company	  	None – Single Member Limited Liability Company









 * * * CONFIDENTIAL * * * 

 


									
	 Exact Legal Name

of Entity
	  	 Record Owner

(Beneficial Owner if
Different)
	  	 Type of Entity
	  	 Number of

Shares or
 Interests
Owned
	  	 Number of

Shares of
 Interests

Outstanding

	 Jay Juice Limited
	  	Cooke Bros (Tattenhall) Limited	  	Private company limited by shares	  	 a) 1,000 deferred shares
  

b) 1,000 ordinary shares
  

c) 273,000 preferred shares
	  	 a) 1,000 deferred shares- Cooke Bros (Tattenhall) Limited
  

b) 1,000 ordinary shares- Cooke Bros (Tattenhall) Limited
  

c) 273,000 preferred shares- Cooke Bros (Tattenhall) Limited

					
	 Mexico Bottling Services, S.A. de C.V.
	  	 2011438 Ontario Limited/2%
  

804340 Ontario Limited/98%
	  	Limited liability corporation of variable capital	  	 a) 1 Class I Share
  

b) 49 Class I Shares
	  	 a) 1 Class I Share -2011438 Ontario Limited
  

b) 49 Class I Shares - 804340 Ontario Limited

					
	 Mr. Freeze (Europe) Limited
	  	Cooke Bros Holdings Limited/100%	  	Private company limited by shares	  	100,000 ordinary shares	  	100,000 ordinary shares
					
	 Northeast Finco Inc.
	  	Cott Beverages Inc./100%	  	Corporation	  	100 common shares	  	100 common shares
					
	 Northeast Retailer Brands LLC
	  	 Cott NE Holdings Inc./51%
  

Polar Corp./48%
  

Adirondack Beverages Corp./1%
	  	Limited liability company	  	100 Limited Liability Company Interests	  	100 Limited Liability Company Interests









 * * * CONFIDENTIAL * * * 

 


									
	 Exact Legal Name

of Entity
	  	 Record Owner

(Beneficial Owner if
Different)
	  	 Type of Entity
	  	 Number of

Shares or
 Interests
Owned
	  	 Number of

Shares of
 Interests

Outstanding

	 Servicios Gerenciales de Mexico, S.A. de C.V.
	  	 2011438 Ontario Limited/2%
  

804340 Ontario Limited/98%
	  	Limited liability corporation of variable capital	  	 a) 1 Class I Share
  

b) 49 Class I Shares
	  	 a) 1 Class I Shares - 2011438 Ontario Limited
  

b) 49 Class I Shares - 804340 Ontario Limited

					
	 Star Real Property, LLC
	  	 Cliffstar LLC/99%
 Cott Acquisition
LLC/1%
	  	Limited liability company	  	 a) 7,920,000 LLC interests
  

b) 80,000 LLC interests
	  	 a) 7,920,000 LLC interests - Cliffstar LLC
  

b) 80,000 LLC interests - Cott Acquisition LLC

					
	 Stockpack Limited
	  	Aimia Foods Group Limited/100%	  	Private company limited by shares	  	6 ordinary shares	  	6 ordinary shares
					
	 Tip Top Soft Drinks Limited
	  	Cooke Bros (Tattenhall) Limited	  	Private company limited by shares	  	1 ordinary share	  	1 ordinary share
					
	 Total Water Solutions Limited
	  	Cooke Bros (Tattenhall) Limited	  	Private company limited by shares	  	100 ordinary shares	  	100 ordinary shares
					
	 TT Calco Limited
	  	Cooke Bros (Tattenhall) Limited	  	Private company limited by shares	  	10,000 ordinary shares	  	10,000 ordinary shares









 * * * CONFIDENTIAL * * * 

 

 Schedule 3.16 

Jurisdictions for Filings and Mortgages 
  

							
	 Type of Filing
	  	 Entity
	  	 Applicable Collateral

Document [Mortgage,

Security Agreement or

Other]
	  	 Jurisdictions and Filing

Offices

	PPSA	  	156775 Canada Inc.	  	Security Agreement	  	Ontario
				
	UCC	  	156775 Canada Inc.	  	UCC-1 Financing Statement	  	District of Columbia Recorder of Deeds
				
	Security Instrument	  	156775 Canada Inc. on behalf of Cott Corporation Cott as beneficial holder	  	Debenture, Deed of Hypothec, Assignment of Rents	  	Alberta, Quebec and Ontario
				
	PPSA	  	2011438 Ontario Limited	  	Security Agreement	  	Ontario
				
	UCC	  	2011438 Ontario Limited	  	UCC-1 Financing Statement	  	District of Columbia Recorder of Deeds
				
	PPSA	  	804340 Ontario Limited	  	Security Agreement	  	Ontario
				
	UCC	  	804340 Ontario Limited	  	UCC-1 Financing Statement	  	District of Columbia Recorder of Deeds
				
	PPSA	  	967979 Ontario Limited	  	Security Agreement	  	Ontario
				
	UCC	  	967979 Ontario Limited	  	UCC-1 Financing Statement	  	District of Columbia Recorder of Deeds
				
	UCC	  	Aimia Foods EBT Company Limited	  	UCC-1 Financing Statement	  	District of Columbia Recorder of Deeds
				
	UCC	  	Aimia Foods Group Limited	  	UCC-1 Financing Statement	  	District of Columbia Recorder of Deeds
				
	UCC	  	Aimia Foods Holdings Limited	  	UCC-1 Financing Statement	  	District of Columbia Recorder of Deeds
				
	UCC	  	Aimia Foods Limited	  	UCC-1 Financing Statement	  	District of Columbia Recorder of Deeds
				
	UCC	  	Calypso Soft Drinks Limited	  	UCC-1 Financing Statement	  	District of Columbia Recorder of Deeds
				
	UCC	  	Caroline LLC	  	UCC-1 Financing Statement	  	Delaware Secretary of State
				
	UCC	  	Cliffstar LLC	  	UCC-1 Financing Statement	  	Delaware Secretary of State
				
	UCC	  	Cooke Bros (Tattenhall) Limited	  	UCC-1 Financing Statement	  	District of Columbia Recorder of Deeds
				
	UCC	  	Cooke Bros Holdings Limited	  	UCC-1 Financing Statement	  	District of Columbia Recorder of Deeds
				
	UCC	  	Cott (Nelson) Limited	  	UCC-1 Financing Statement	  	District of Columbia Recorder of Deeds
				
	UCC	  	Cott Acquisition Limited	  	UCC-1 Financing Statement	  	District of Columbia Recorder of Deeds
				
	UCC	  	Cott Acquisition LLC	  	UCC-1 Financing Statement	  	Delaware Secretary of State









 * * * CONFIDENTIAL * * * 

 


							
	 Type of Filing
	  	 Entity
	  	 Applicable Collateral

Document [Mortgage,

Security Agreement or

Other]
	  	 Jurisdictions and Filing

Offices

	UCC	  	Cott Beverages Inc.	  	UCC-1 Financing Statement	  	Georgia Secretary of State
				
	UCC	  	Cott Beverages Inc.	  	UCC-1 Fixture Financing Statement	  	St. Louis County Recorder of Deeds
				
	UCC	  	Cott Beverages Inc.	  	UCC-1 Fixture Financing Statement	  	New Madrid County Recorder of Deeds
				
	UCC	  	Cott Beverages Inc.	  	UCC-1 Fixture Financing Statement	  	Bexar County Clerk
				
	UCC	  	Cott Beverages Inc.	  	UCC-1 Fixture Financing Statement	  	San Bernardino County Clerk and Recorder
				
	UCC	  	Cott Beverages Inc.	  	UCC-1 Fixture Financing Statement	  	Delaware County Recorder of Deeds
				
	UCC	  	Cott Beverages Inc.	  	UCC-1 Fixture Financing Statement	  	Chautauqua County Clerk
				
	Mortgage	  	Cott Beverages Inc.	  	Deed of Trust, Security Agreement, Assignment of Rents and Leases and Fixture Filing	  	St. Louis County Recorder of Deeds
				
	Mortgage	  	Cott Beverages Inc.	  	Deed of Trust, Security Agreement, Assignment of Rents and Leases and Fixture Filing	  	New Madrid County Recorder of Deeds
				
	Mortgage	  	Cott Beverages Inc.	  	Deed of Trust, Security Agreement, Assignment of Rents and Leases and Fixture Filing	  	Bexar County Clerk
				
	Mortgage	  	Cott Beverages Inc.	  	Deed of Trust, Security Agreement, Assignment of Rents and Leases and Fixture Filing	  	San Bernardino County Clerk and Recorder
				
	Mortgage	  	Cott Beverages Inc.	  	Mortgage	  	Delaware County Recorder of Deeds
				
	Mortgage	  	Cott Beverages Inc.	  	Mortgage	  	Chautauqua County Clerk
				
	UCC	  	Cott Beverages Limited	  	UCC-1 Financing Statement	  	District of Columbia Recorder of Deeds
				
	PPSA and RDPRM	  	 Cott Corporation
 Corporation Cott
	  	Security Agreement and Hypothec	  	Ontario, British Columbia, Alberta, Quebec, New Brunswick and Nova Scotia
				
	UCC	  	 Cott Corporation
 Corporation Cott
	  	UCC-1 Financing Statement	  	District of Columbia Recorder of Deeds









 * * * CONFIDENTIAL * * * 

 


							
	 Type of Filing
	  	 Entity
	  	 Applicable Collateral

Document [Mortgage,

Security Agreement or

Other]
	  	 Jurisdictions and Filing

Offices

	Security Instrument	  	 Cott Corporation
 Corporation Cott
	  	Debenture, Deed of Hypothec, Assignment of Rents	  	Alberta, Quebec and Ontario
				
	UCC	  	Cott Developments Limited	  	UCC-1 Financing Statement	  	District of Columbia Recorder of Deeds
				
	UCC	  	Cott Europe Trading Limited	  	UCC-1 Financing Statement	  	District of Columbia Recorder of Deeds
				
	UCC	  	Cott Holdings Inc.	  	UCC-1 Financing Statement	  	Delaware Secretary of State
				
	PPSA	  	Cott Holdings Inc.	  	Security Agreement	  	Ontario
				
	UCC	  	Cott Investment, L.L.C.	  	UCC-1 Financing Statement	  	Delaware Secretary of State
				
	UCC	  	Cott Limited	  	UCC-1 Financing Statement	  	District of Columbia Recorder of Deeds
				
	UCC	  	Cott Luxembourg S. a r. l.	  	UCC-1 Financing Statement	  	District of Columbia Recorder of Deeds
				
	UCC	  	Cott Nelson (Holdings) Limited	  	UCC-1 Financing Statement	  	District of Columbia Recorder of Deeds
				
	UCC	  	Cott Private Label Limited	  	UCC-1 Financing Statement	  	District of Columbia Recorder of Deeds
				
	UCC	  	Cott Retail Brands Limited	  	UCC-1 Financing Statement	  	District of Columbia Recorder of Deeds
				
	UCC	  	Cott U.S. Acquisition LLC	  	UCC-1 Financing Statement	  	Delaware Secretary of State
				
	UCC	  	Cott UK Acquisition Limited	  	UCC-1 Financing Statement	  	District of Columbia Recorder of Deeds
				
	UCC	  	Cott USA Finance LLC	  	UCC-1 Financing Statement	  	Delaware Secretary of State
				
	UCC	  	Cott Vending Inc.	  	UCC-1 Financing Statement	  	Delaware Secretary of State
				
	UCC	  	Cott Ventures Limited	  	UCC-1 Financing Statement	  	District of Columbia Recorder of Deeds
				
	UCC	  	Cott Ventures UK Limited	  	UCC-1 Financing Statement	  	District of Columbia Recorder of Deeds
				
	UCC	  	Crystal Springs of Alabama Holdings, LLC	  	UCC-1 Financing Statement	  	Delaware Secretary of State
				
	UCC	  	DS Services Holdings, Inc.	  	UCC-1 Financing Statement	  	Delaware Secretary of State
				
	UCC	  	DS Services of America, Inc.	  	UCC-1 Financing Statement	  	Delaware Secretary of State
				
	UCC	  	DS Services of America, Inc.	  	UCC-1 Fixture Financing Statement	  	Orange County Comptroller
				
	UCC	  	DS Services of America, Inc.	  	UCC-1 Fixture Financing Statement	  	Los Angeles County Registrar-Recorder & County Clerk’s Office









 * * * CONFIDENTIAL * * * 

 


							
	 Type of Filing
	  	 Entity
	  	 Applicable Collateral

Document [Mortgage,

Security Agreement or

Other]
	  	 Jurisdictions and Filing

Offices

	UCC	  	DS Services of America, Inc.	  	UCC-1 Fixture Financing Statement	  	Sacramento County Clerk-Recorder
				
	UCC	  	DS Services of America, Inc.	  	UCC-1 Fixture Financing Statement	  	Cook County Recorder of Deeds
				
	UCC	  	DS Services of America, Inc.	  	UCC-1 Fixture Financing Statement	  	Allegheny County Recorder of Deeds
				
	Mortgage	  	DS Services of America, Inc.	  	Deed of Trust, Security Agreement, Assignment of Rents and Leases and Fixture Filing	  	Orange County Comptroller
				
	Mortgage	  	DS Services of America, Inc.	  	Deed of Trust, Security Agreement, Assignment of Rents and Leases and Fixture Filing	  	Los Angeles County Registrar-Recorder & County Clerk’s Office
				
	Mortgage	  	DS Services of America, Inc.	  	Deed of Trust, Security Agreement, Assignment of Rents and Leases and Fixture Filing	  	Sacramento County Clerk-Recorder
				
	Mortgage	  	DS Services of America, Inc.	  	Deed of Trust, Security Agreement, Assignment of Rents and Leases and Fixture Filing	  	Cook County Recorder of Deeds
				
	Mortgage	  	DS Services of America, Inc.	  	Mortgage	  	Allegheny County Recorder of Deeds
				
	UCC	  	DSS Group, Inc.	  	UCC-1 Financing Statement	  	Delaware Secretary of State
				
	UCC	  	Interim BCB, LLC	  	UCC-1 Financing Statement	  	Delaware Secretary of State
				
	UCC	  	Mr. Freeze (Europe) Limited	  	UCC-1 Financing Statement	  	District of Columbia Recorder of Deeds
				
	UCC	  	Star Real Property LLC	  	UCC-1 Financing Statement	  	Delaware Secretary of State
				
	UCC	  	Stockpack Limited	  	UCC-1 Financing Statement	  	District of Columbia Recorder of Deeds
				
	UCC	  	TT Calco Limited	  	UCC-1 Financing Statement	  	District of Columbia Recorder of Deeds









 * * * CONFIDENTIAL * * * 

 

 Schedule 3.24 

Intercompany Loans and Advances as of September 27, 2014 

Note: A number of the following loans and advances are denominated in currencies other than U.S. Dollars; therefore, amounts may change as the
U.S. Dollar fluctuates against such foreign currency. 
  

	 	1.	$1,547,214 owed by Cott Beverages Inc. to Cott Luxembourg S. a r. l. evidenced by the Intercompany Subordinated Demand Promissory Note issued December 20, 2013 in the original principal amount of $1,615,512.33.


  

	 	2.	$166,715,840 owed by Cliffstar LLC to Cott Luxembourg S. a r. l. evidenced by the Amended and Restated Intercompany Subordinated Demand Promissory Note issued July 8, 2011 in the original principal amount of
$166,715,840. 

  

	 	3.	$259,500,000 owed by Cott Holdings Inc. to Cott Luxembourg S. a r. l. evidenced by (i) Intercompany Subordinated Demand Promissory Note – Note 2, dated November 8, 2013 in the original principal amount of
$41,000,000, (ii) Intercompany Subordinated Demand Promissory Note – Note 4, dated November 8, 2013 in the original principal amount of $18,500,000, (iii) Intercompany Subordinated Demand Promissory Note – Note 5, dated
November 12, 2013 in the original principal amount of $110,000,000, and (iv) Intercompany Subordinated Demand Promissory Note – Note 6, dated November 13, 2013 in the original principal amount of $90,000,000. 


 

	 	4.	$110,806,000 owed by Cott Beverages Limited to Cott USA Finance LLC evidenced by the Eurobond Instrument dated March 31, 2007 in the original principal amount of £68,000,000 as amended by the Deed of
Amendment dated January 6, 2012. 

  

	 	5.	$124,361,485 owed by Cott US Acquisition LLC to Cott Beverages Inc. evidenced by the Amended and Restated Intercompany Subordinated Promissory Note dated November 15, 2010 in the original principal amount of
£102,451,200. 

  

	 	6.	$165,396,101 owed by Cott UK Acquisition Limited to Cott US Acquisition LLC evidenced by the Instrument constituting 1 Discounted Note dated November 15, 2010 in the original principal amount of £91,403,759.


  

	 	7.	$113,366,291 owed by Cott Retail Brands Limited to Cott USA Finance LLC evidenced by the Instrument constituting 1 Discounted Noted dated November 15, 2010 in the original principal amount of £48,966,551.


  

	 	8.	$48,843,265 owed by Cott Ventures Limited to Cott Beverages Inc. evidenced by the Unsecured Loan Note issued May 29, 2014 in the original principal amount of $50,401,000. 


 

	 	9.	$5,013,888 owed by Cott Ventures Limited to Cott Beverages Limited evidenced by the Unsecured Loan Note issued May 29, 2014 in the original principal amount of $8,032,292. 


 

	 	10.	 $34,808,204 owed by Cott Embotelladores de Mexico SA de CV to Cott Corporation evidenced by (i) the Loan Agreement dated as of January 3,
2004 in the original principal amount of $6,000,000, (ii) the Promissory Note dated December 5, 2012 in the original principal amount of 64,635,485 Mexican Pesos, (iii) the Promissory Note dated June 18, 2012 in the original
principal amount of 33,091,043 Mexican Pesos, (iv) the Promissory 










 * * * CONFIDENTIAL * * * 

 


	 	
Note dated January 15, 2010 in the original principal amount of 31,714,715 Mexican Pesos, (v) the Promissory Note dated July 7, 2010 in the original principal amount of 12,898,200
Mexican Pesos, (vi) the Promissory Note dated March 10, 2009 in the original principal amount of 7,623,680.15 Mexican Pesos, (vii) the Promissory Note dated March 13, 2009 in the original principal amount of 57,966,063.09 Mexican
Pesos, (viii) the Promissory Note dated December 16, 2010 in the original principal amount of 48,561,630 Mexican Pesos, and (ix) the Promissory Note dated December 22, 2009 in the original principal amount of 61,057,424.10
Mexican Pesos. 

  

	 	11.	$400,000,000 owed by Delivery Acquisition, Inc. to Cott Beverages Inc. evidenced by the Intercompany Subordinated Promissory Note dated December 12, 2014. 


 

	 	12.	$148,765,727 owed by Delivery Acquisition, Inc. to Cott Corporation evidenced by the Intercompany Subordinated Promissory Note dated December 12, 2014. 


 

	 	13.	The following intercompany payables are evidenced by the Second Amended and Restated Intercompany Subordinated Demand Promissory Note dated the Amendment No. 5 Effective Date: 


 

					
	 U.S. Dollar
 Equivalent
Amount
	  	 	  	 
	September 27, 2014	  	Owed By	  	Owed To
	 $1,432,845
	  	Cott Beverages Inc.	  	Cott Vending Inc.
	 $87,603
	  	Cott Corporation	  	Cott Vending Inc.
	 $2,316,023
	  	967979 Ontario Limited	  	Cott Corporation
	 $1,244,466
	  	Cott Corporation	  	804340 Ontario Limited
	 $1,085,623
	  	Cott Beverages Limited	  	Cott (Nelson) Limited
	 $313,659
	  	Cott Beverages Limited	  	Cott Retail Brands Limited
	 $2,092,278
	  	Cott Retail Brands Limited	  	Cott Ltd.
	 $162,950
	  	Cott Beverages Limited	  	Cott Private Label Limited
	 $4,038,295
	  	Cott Corporation	  	Cott Beverages Inc.
	 $72,928
	  	Cott Corporation	  	Cott Beverages Limited
	 $356,290
	  	Cott Beverages Inc.	  	Cott Beverages Limited
	 $607,812
	  	Cliffstar, LLC	  	Cott Corporation
	 $592,664
	  	Cott Beverages Limited	  	Cott Europe Trading Limited
	 $2,836,749
	  	Cott Beverages Inc.	  	Cott USA Finance LLC
	 $104,709
	  	Cott Beverages Inc.	  	Cott Corporation
	 $97,177,546
	  	Cott Beverages Inc.	  	Cliffstar, LLC
	 $1,002,828
	  	Cliffstar, LLC	  	Star Real Property LLC
	 $3,605
	  	Cott Beverages Inc.	  	Cott Vending Inc.
	 $554
	  	Cott Vending Inc.	  	Cliffstar, LLC
	 $1,360,162
	  	Cott Beverages Inc.	  	Cliffstar, LLC
	 $3,933,613
	  	Cooke Bros Holdings Limited	  	Calypso Soft Drinks Limited
	 $3,768,395
	  	Cooke Bros (Tattenhall), Limited	  	Calypso Soft Drinks Limited
	 $8,966,829
	  	Cooke Bros Holdings Limited	  	Cooke Bros (Tattenhall), Limited
	 $706,758
	  	Calypso Soft Drinks Limited	  	Cott Beverages Limited
	 $2,431
	  	Cott Luxembourg S. a r. l.	  	Cott Beverages Limited
	 $1,452,856
	  	Calypso Soft Drinks Limited	  	Mr. Freeze (Europe) Limited
	 $16,295
	  	Cooke Bros (Tattenhall), Limited	  	TT Calco Limited
	 $3,496
	  	Cott Beverages Inc.	  	Cott Beverages Limited
	 $965
	  	Cott Retail Brands Limited	  	Cott Beverages Inc.
	 $1,547,214
	  	Cott Beverages Inc.	  	Cott Luxembourg S. a r. l.
	 $25,567,814
	  	Cott Developments Limited	  	Cott Beverages Limited
	 $15,600,162
	  	Calypso Soft Drinks Limited	  	Cott Developments Limited









 * * * CONFIDENTIAL * * * 

 


	 	14.	The following includes a list of intercompany trade payables not represented by any debt instrument: 

  

					
	 U.S. Dollar
 Equivalent
Amount
	  	 	  	 
	September 27, 2014	  	Owed By	  	Owed To
	 $43,558
	  	Cott Beverages Inc.	  	Northeast Retailer Brands LLC
	 $738,005
	  	Cott Beverages Limited	  	Cott Retail Brands Netherlands BV
	 $11,268
	  	Cott Maquinaria y Equipo, SA de CV	  	Cott Embotelladores de Mexico SA de CV
	 $14,208
	  	Cott Embotelladores de Mexico SA de CV	  	Ad Personales, SA de CV
	 $13,504
	  	Sevicios Gerenciales de Mexico SA de CV	  	Cott Embotelladores de Mexico SA de CV
	 $1,798,303
	  	Cott Embotelladores de Mexico SA de CV	  	Cott Beverages Inc.
	 $29,080
	  	Cott Embotelladores de Mexico SA de CV	  	Cliffstar, LLC
	 $3,585
	  	Cott Vending Inc.	  	Northeast Retailer Brands LLC
	 $2
	  	Cooke Bros (Tattenhall), Limited	  	Tip Top Soft Drinks Limited
	 $163
	  	Cooke Bros (Tattenhall), Limited	  	Total Water Solutions Limited
	 $650
	  	Northeast Retailer Brands LLC	  	Cott Beverages Inc.









 * * * CONFIDENTIAL * * * 

 

 Schedule 6.01 

Indebtedness 
  

	1.	Cott Embotelladores de Mexico, S.A. de C.V. owes Qualamex S.A. de C.V. $572,510 pursuant to the Manufacturing Contract dated December 14, 2012, between Cott Embotelladores de Mexico, S.A. de C.V. and Qualamex S.A.
de C.V., as modified pursuant to the Modification Agreement dated January 7, 2013. 

  

	2.	Cott Beverages Inc. owes $828,421 to Jeffrey D. Hettinger pursuant to the Consulting Agreement dated June 25, 2002 between Jeffrey D. Hettinger and Cott Beverages Inc. 


 

	3.	Funding Circle Limited loaned Calypso Soft Drinks Limited £100,000.00 pursuant to the Key Contract Terms dated May 3, 2012. The current amount outstanding thereunder as of the Amendment No. 5 Effective
Date is $25,033. 

  

	4.	See the Intercompany Indebtedness and Advances listed on Schedule 3.24. 

  

	5.	Irrevocable Standby Letter of Credit No. HACH413636OS with an expiration date of November 7, 2014 by BMO Harris Bank N.A. for the benefit of Safety National Casualty Corporation on behalf of DS Waters of America,
Inc. for $16,500,000. 

  

	6.	Irrevocable Standby Letter of Credit No. HACH413623OS with an expiration date of March 5, 2015 by BMO Harris Bank N.A. for the benefit of Liberty Mutual Insurance Company on behalf of DS Waters of America, Inc. for
$1,193,304. 

  

	7.	Irrevocable Standby Letter of Credit No. HACH413628OS with an expiration date of March 20, 2015 by BMO Harris Bank N.A. for the benefit of Zurich American Insurance Company on behalf of DS Waters of America, Inc.
for $10,750,000. 

  

	8.	Irrevocable Standby Letter of Credit No. HACH413635OS with an expiration date of April 12, 2015 by BMO Harris Bank N.A. for the benefit of Old Republic Insurance Company on behalf of DS Waters of America, Inc. for
$110,000. 









 * * * CONFIDENTIAL * * * 

 

 Schedule 6.02 

Existing Liens 

1. Liens on the following assets: 
  

											
	 Name of Debtor
	 	 Secured Party
	 	 Jurisdiction/Office
	 	 File Number/

Date Filed
	 	 Type of UCC or
Equivalent
	 	 Description of Collateral

	Cott Retail Brands Limited	 	Bicc Public Limited Company	 	England and Wales (Companies House)	 	 Created 18/05/94
 Filed 21/05/94

(Registered)
	 	Rent Deposit Deed	 	£21,385 deposited by the Company with its landlords Bicc Public Company Limited
						
	Cliffstar Corporation	 	General Electric Capital Corporation	 	Recorder of Deeds, Erie County, PA	 	Filed 6/16/2003	 	UCC-1	 	2003 Xpedx model Q-300XT Lantech Auto Stretch Wrapper serial number QX-0118
						
	Cliffstar Corporation	 	General Electric Capital Corporation	 	Chautauqua County Clerk, NY	 	Filed 3/27/2003	 	UCC-1	 	2002 Lantech model S2503 Conveyorized Stretch Wrap Machine serial number SS-001911+
						
	Cliffstar Corporation	 	General Electric Capital Corporation	 	Chautauqua County Clerk, NY	 	Filed 3/27/2003	 	UCC-1	 	2003 Lantech model S-1502 Automatic Straddle Stretch Wrap Machine serial number SC-001387 & 2003 Xpedx model S-2503 Lantech Fully Automatic Conveyorized Stretch Machine serial number
SS001914









 * * * CONFIDENTIAL * * * 

 


											
	DS Services of America, Inc.		RockTenn CP, LLC		Delaware Secretary of State		20143201951; Filed 8/11/2014		UCC-1		Douglas Axiom Case Packer – Serial # M113007; Douglas Axiom Case Packer – Serial # M113031; Douglas Axiom Case Packer – Serial # M113006
						
	DS Waters of America, Inc.		RockTenn CP, LLC		Delaware Secretary of State		20123488311; Filed 9/10/2012		UCC-1		Douglas Axiom Wrap 8
						
	DS Waters of America, Inc.		United Rentals Northwest, Inc.		Delaware Secretary of State		20104233890; Filed 12/2/2010		UCC-1		Equipment: #521506, Make: JLG, Model: E300AJP, Description: BOOM 30FT-33FT ELEC ART NARR* and the proceeds of the Equipment

 2. Cash deposits with Ice River Springs in the amount of $423,305.00 as of November 25, 2014. 

3. Cash deposits with Tampa Electric Company in the amount of $80,850.00 as of November 25, 2014. 

4. Cash deposits with Receiver General of Canada in the amount of $735,349.28 (Canadian Dollars) as of November 25, 2014. 

5. Workers’ Compensation Escrow account held at US Bank, 7th & Washington, St. Louis, MO 63101, Acct# 0047886-00-00397-01 by Cliffstar LLC. 

6. Workers’ Compensation Escrow account held at Citibank, N.A., Account # 30584369 by Cott Beverages Inc. 








 * * * CONFIDENTIAL * * * 

 

 Cash Collateral for Existing Letters of Credit and Insurance Claims 

 

					
	Cott Corporation		Cash in escrow with respect to the General Liability Insurance for settled product defect claims and consultant claims.		$50,000.00
			
	DS Services of America, Inc.		Irrevocable Standby Letter of Credit No. HACH413623OS with an expiration date of March 5, 2015 by BMO Harris Bank N.A. for the benefit of Liberty Mutual Insurance Company		$475,000.00
			
	DS Services of America, Inc.		Irrevocable Standby Letter of Credit No. HACH413628OS with an expiration date of March 20, 2015 by BMO Harris Bank N.A. for the benefit of Zurich American Insurance Company		$1,258,537.00

 At any time, cash collateral in an amount not to exceed the lesser of (i) $29,980,969.20 and (ii) 103% of the
aggregate face amount of the letters of credit described in numbers 5 through 8 on Schedule 6.01, at such time, in the case of clauses (i) and (ii), deposited with BMO Harris Bank N.A. solely for the purpose of securing reimbursement
obligations under the letters of credit described in numbers 5 through 8 on Schedule 6.01; provided that such cash collateral shall be reduced on a dollar for dollar basis by the face amount of any back-to-back letters of credit issued for the
benefit of BMO Harris Bank N.A. for the purpose of securing reimbursement obligations under the letters of credit described in numbers 5 through 8 on Schedule 6.01. 








 * * * CONFIDENTIAL * * * 

 

 Schedule 6.04 

Existing Investments 
  

	1.	Permitted Margin Stock. 

  

	2.	See the Intercompany Indebtedness and Advances listed on Schedule 3.24. 

  

	3.	Cash deposits listed on Schedule 6.02. 

  

	4.	DS Services of America, Inc. currently owns stock in former customers that have reorganized in bankruptcy which stock was acquired as a result of DS Services of America, Inc.’s position as a creditor of such
companies. Such stock is valued at less than $20,000 per former customer and no more than $200,000 in the aggregate. DS Services of America, Inc. uses its commercially reasonable efforts to liquidate such stock. 









 * * * CONFIDENTIAL * * * 

 

 Schedule 6.11 

Restrictive Agreements 

The Cott Embotelladores de Mexico S.A. de C.V. (the “Company”) Shareholder Agreement, dated June 20, 2002 (the “Shareholder
Agreement”), contains certain restrictions on the ability of the Company and any of its subsidiaries to incur indebtedness, encumber assets, grant a guaranty, or dispose of certain assets or capital stock without either
the consent of Embotelladora de Puebla, S.A. de C.V. (as Class A Shareholder) or the approval of the Class A Director (as such term is defined in the Shareholder Agreement). 








 * * * CONFIDENTIAL * * * 

 

 Exhibit B-1 

FORM OF BORROWING BASE CERTIFICATE 

See attached. 








 * * * CONFIDENTIAL * * * 

 


									
	 




	  	COTT US BORROWING BASE REPORT	  	
		  		  		  	Rpt #	  	
					
	Obligor Number:	  		  		  	Date:	  	
					
	Loan Number:	  		  		  	Period Covered:	  	

  

									
	 COLLATERAL CATEGORY
	  	A/R	  	Inventory	  	 Total Eligible Collateral

	Description	  	 	  	 	  	 
	 1
	  	Beginning Balance ( Previous report - Line 8)	  		  		  	
	 2
	  	Additions to Collateral (Gross Sales or Purchases)	  		  		  	
	 3
	  	Other Additions (Add back any non-A/R cash in line 3)	  		  		  	
	 4
	  	Deductions to Collateral (Cash Received)	  		  		  	
	 5
	  	Deductions to Collateral (Discounts, other)	  		  		  	
	 6
	  	Deductions to Collateral (Credit Memos, all)	  		  		  	
	 7
	  	Other non-cash credits to A/R	  		  		  	
	 8
	  	Total Ending Collateral Balance	  		  		  	
	 9
	  	Past Due > 60	  		  		  	
	 10
	  	Credits in Prior	  		  		  	
	 11
	  	Crossage	  		  		  	
	 12
	  	Contras	  		  		  	
	 13
	  	Foreign Not Covered by L/C	  		  		  	
	 14
	  	Federal Government	  		  		  	
	 15
	  	Loss of Profit Penalties Reserve	  		  		  	
	 16
	  	Chargebacks (Current)	  		  		  	
	 17
	  	Miscellaneous Sales Rent	  		  		  	
	 18
	  	Contamination Reserve	  		  		  	
	 19
	  	Intercompany/Affiliates	  		  		  	
	 20
	  	Shortpays (Current)	  		  		  	
	 21
	  	Debit Memos	  		  		  	
	 22
	  	Accruals for Billbacks	  		  		  	
	 23
	  	Volume Rebate Accruals	  		  		  	
	 24
	  	Dilution Reserve - Kegworth 7.9%	  		  		  	
	 25
	  	Accrued Deposits - POP	  		  		  	
	 26
	  	Cash Received not Posted	  		  		  	
	 27
	  	Less Ineligible - Other (includes bankruptcy customers)	  		  		  	
	 28
	  	Total Ineligibles -Accounts Receivable	  		  		  	
	 29
	  	Work In Process	  		  		  	
	 30
	  	Quarantine Stock (QA Stock)	  		  		  	
	 31
	  	Short Dated	  		  		  	
	 32
	  	Slow Moving/Obsolete	  		  		  	
	 33
	  	Retention of Title	  		  		  	
	 34
	  	Packaging Supplies	  		  		  	
	 35
	  	Held Goods	  		  		  	
	 36
	  	Capitalization/Revaluation Reserve	  		  		  	
	 37
	  	Co-pack Ingredients	  		  		  	
	 38
	  	Consigned Inventory	  		  		  	
	 39
	  	NRV Adjustment	  		  		  	
	 40
	  	Warehouse Overhead	  		  		  	
	 41
	  	Grape Bottoms	  		  		  	
	 42
	  	2009 Cranberry Crop Cost Test Reserve	  		  		  	
	 43
	  	Perpetuals Overstated to GL	  		  		  	
	 44
	  	Less Ineligible — Other (Fixed Cost All, Inventory Spare Parts)	  		  		  	
	 45
	  	Total Ineligibles Inventory	  		  		  	
	 21
	  	Total Eligible Collateral	  		  		  	
	 22
	  	Advance Rate Percentage	  		  		  	
	 23
	  	Net Available - Borrowing Base Value	  		  		  	
	 24
	  	Reserves - Canadian Priming Liens	  		  		  	
	 24
	  	Reserves - Rent	  		  		  	
	 24
	  	Reserves - Payroll	  		  		  	
	 24
	  	Reserves - Payments to Co-Packers	  		  		  	
	 24
	  	Reserves - PACA	  		  		  	
	 24
	  	Reserves - Ring Fence	  		  		  	
	 24
	  	Reserves - Earnout	  		  		  	









 * * * CONFIDENTIAL * * * 

 


									
	 25
		Total Borrowing Base Value						
	 25.A
		Total Availability/ CAPS						
	 26
		Revolver Line						                        Total Revolver Line
	 26A
		Line Reserve						
	 27
		Maximum Borrowing Limit (Lesser of 25. or 26.)*						                        Total Available
	 27A
		Suppressed Availability						
			LOAN STATUS						
	 28
		Previous Loan Balance (Previous Report Line 31)						
	 29
		 Less:      A. Net Repayments
						
			               B. Adjustments / Other
                    
						
	 30
		 Add:      A. Request for Funds
						
			               B. Adjustments / Other
                    
						
	 31
		New Loan Balance						                        Total New Loan Balance:
	 32
		Letters of Credit/Bankers Acceptance Outstanding						
	 33
		Availability Not Borrowed (Lines 27 less 31 & 32)						
	 34
		Term Loan						
	 35
		OVERALL EXPOSURE (lines 31 & 34)						

 Pursuant to, and in accordance with, the terms and provisions of that certain Credit Agreement, as amended by Amendment No. 1,
dated as of April 19, 2012, as further amended by Amendment No. 2, dated as of July 19, 2012, as further amended by Amendment No. 3, dated as of October 22, 2013, as further amended by Amendment No. 4, dated as of May 28, 2014, and as further
amended by Amendment No. 5, dated as of December 12, 2014 (as it may be further amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), among COTT CORPORATION CORPORATION COTT, a corporation organized
under the laws of Canada (the “Borrower Representative”), COTT BEVERAGES INC., a Georgia corporation, CLIFFSTAR LLC, a Delaware limited liability company, COTT BEVERAGES LIMITED, a company organized under the laws of England and Wales, and
DS SERVICES OF AMERICA, INC., a Delaware corporation, as Borrowers, the other Loan Parties party hereto, the Lenders party hereto, JPMORGAN CHASE BANK, N.A., LONDON BRANCH, as UK Security Trustee, JPMORGAN CHASE BANK, N.A., as Administrative Agent
and Administrative Collateral Agent, and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Collateral Agent, Borrower Representative is executing and delivering to the Administrative Agent and the Collateral Agents this Borrowing Base Certificate
accompanied by supporting data (collectively referred to as a “Report”). Borrower Representative warrants and represents to the Secured Parties that this Report is true, correct, and based on information contained in the applicable Loan
Parties’ own financial accounting records. Borrower Representative, by the execution of this Report, hereby ratifies, confirms and affirms all of the terms, conditions and provisions of the Agreement and the other Loan Documents, and further
certifies on this 12th day of December, 2014 that the Loan Parties are in compliance with the Agreement and the other Loan Documents. Capitalized terms used but not defined in this Report shall have the meaning assigned to such term in the
Agreement. 
  

			
	BORROWER NAME:		AUTHORIZED SIGNATURE:
		
	Cott Corporation		









 * * * CONFIDENTIAL * * * 

 


									
	 




	  	CLIFFSTAR BORROWING BASE REPORT	  	
		  		  		  	Rpt #	  	
					
	Obligor Number:	  		  		  	Date:	  	
					
	Loan Number:	  		  		  	Period Covered:	  	

  

											
	 COLLATERAL CATEGORY
	 	A/R	 	Raw Materials
Inventory	 	Finished Goods
Inventory	 	 Total Eligible Collateral

	Description	 	 	 	 	 	 	 	 
	 1
	  	 Beginning Balance ( Previous report - Line 8)
	 		 		 		 	
	 2
	  	 Additions to Collateral (Gross Sales or Purchases)
	 		 		 		 	
	 3
	  	 Other Additions (Add back any non-A/R cash in line 3)
	 		 		 		 	
	 4
	  	 Deductions to Collateral (Cash Received)
	 		 		 		 	
	 5
	  	 Deductions to Collateral (Discounts, other)
	 		 		 		 	
	 6
	  	 Deductions to Collateral (Credit Memos, all)
	 		 		 		 	
	 7
	  	 Other non-cash credits to A/R
	 		 		 		 	
	 8
	  	 Total Ending Collateral Balance
	 		 		 		 	
	 9
	  	 Past Due > 60
	 		 		 		 	
	 10
	  	 Credits in Prior
	 		 		 		 	
	 11
	  	 Crossage
	 		 		 		 	
	 12
	  	 Contras
	 		 		 		 	
	 13
	  	 Foreign Not Covered by L/C
	 		 		 		 	
	 14
	  	 Federal Government
	 		 		 		 	
	 15
	  	 Loss of Profit Penalties Reserve
	 		 		 		 	
	 16
	  	 Chargebacks (Current)
	 		 		 		 	
	 17
	  	 Miscellaneous Sales Rent
	 		 		 		 	
	 18
	  	 Contamination Reserve
	 		 		 		 	
	 19
	  	 Intercompany/Affiliates
	 		 		 		 	
	 20
	  	 Shortpays (Current)
	 		 		 		 	
	 21
	  	 Debit Memos
	 		 		 		 	
	 22
	  	 Accruals for Billbacks
	 		 		 		 	
	 23
	  	 Volume Rebate Accruals
	 		 		 		 	
	 24
	  	 Dilution Reserve - Kegworth 7.9%
	 		 		 		 	
	 25
	  	 Accrued Deposits - POP
	 		 		 		 	
	 26
	  	 Cash Received not Posted
	 		 		 		 	
	 27
	  	 Less Ineligible - Other (includes bankruptcy customers)
	 		 		 		 	
	 28
	  	 Total Ineligibles - Accounts Receivable
	 		 		 		 	
	 29
	  	 Work In Process
	 		 		 		 	
	 30
	  	 Quarantine Stock (QA Stock)
	 		 		 		 	
	 31
	  	 Short Dated
	 		 		 		 	
	 32
	  	 Slow Moving/Obsolete
	 		 		 		 	
	 33
	  	 Retention of Title
	 		 		 		 	
	 34
	  	 Packaging Supplies
	 		 		 		 	
	 35
	  	 Held Goods
	 		 		 		 	
	 36
	  	 Capitalization/Revaluation Reserve
	 		 		 		 	
	 37
	  	 Co-pack Ingredients
	 		 		 		 	
	 38
	  	 Consigned Inventory
	 		 		 		 	
	 39
	  	 NRV Adjustment
	 		 		 		 	
	 40
	  	 Warehouse Overhead
	 		 		 		 	
	 41
	  	 Grape Bottoms
	 		 		 		 	
	 42
	  	 2009 Cranberry Crop Cost Test Reserve
	 		 		 		 	
	 43
	  	 Perpetuals Overstated to GL
	 		 		 		 	
	 44
	  	 Less Ineligible — Other
	 		 		 		 	
	 45
	  	 Total Ineligibles Inventory
	 		 		 		 	
	 21
	  	 Total Eligible Collateral
	 		 		 		 	
	 22
	  	 Advance Rate Percentage
	 		 		 		 	
	 23
	  	 Net Available - Borrowing Base Value
	 		 		 		 	
	 24
	  	 Reserves - Canadian Priming Liens
	 		 		 		 	
	 24
	  	 Reserves - Rent
	 		 		 		 	
	 24
	  	 Reserves - Payroll
	 		 		 		 	
	 24
	  	 Reserves - Payments to Co-Packers
	 		 		 		 	
	 24
	  	 Reserves - PACA
	 		 		 		 	
	 24
	  	 Reserves - Ring Fence
	 		 		 		 	









 * * * CONFIDENTIAL * * * 

 


									
	 24
		Reserves - Earnout						
	 25
		Total Borrowing Base Value						
	 25.A
		Total Availability/ CAPS						
	 26
		Revolver Line						Total Revolver Line
	 26A
		Line Reserve						
	 27
		Maximum Borrowing Limit (Lesser of 25. or 26.)*						Total Available
	 27A
		Suppressed Availability						
			LOAN STATUS						
	 28
		 PreviousLoan Balance (Previous Report Line 31)
						
	 29
		 Less:      A. Net Repayments
						
			                B. Adjustments / Other
                    
						
	 30
		 Add:       A. Request for Funds
						
			                B. Adjustments /
Other                     
						
	 31
		New Loan Balance						Total New Loan Balance:
	 32
		Letters of Credit/Bankers Acceptance Outstanding						
	 33
		Availability Not Borrowed (Lines 27 less 31 & 32)						
	 34
		Term Loan						
	 35
		OVERALL EXPOSURE (lines 31 & 34)						

 Pursuant to, and in accordance with, the terms and provisions of that certain Credit Agreement, as amended by Amendment No. 1,
dated as of April 19, 2012, as further amended by Amendment No. 2, dated as of July 19, 2012, as further amended by Amendment No. 3, dated as of October 22, 2013, as further amended by Amendment No. 4, dated as of May 28, 2014, and as further
amended by Amendment No. 5, dated as of December 12, 2014 (as it may be further amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), among COTT CORPORATION CORPORATION COTT, a corporation organized
under the laws of Canada (the “Borrower Representative”), COTT BEVERAGES INC., a Georgia corporation, CLIFFSTAR LLC, a Delaware limited liability company, COTT BEVERAGES LIMITED, a company organized under the laws of England and Wales, and
DS SERVICES OF AMERICA, INC., a Delaware corporation, as Borrowers, the other Loan Parties party hereto, the Lenders party hereto, JPMORGAN CHASE BANK, N.A., LONDON BRANCH, as UK Security Trustee, JPMORGAN CHASE BANK, N.A., as Administrative Agent
and Administrative Collateral Agent, and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Collateral Agent, Borrower Representative is executing and delivering to the Administrative Agent and the Collateral Agents this Borrowing Base Certificate
accompanied by supporting data (collectively referred to as a “Report”). Borrower Representative warrants and represents to the Secured Parties that this Report is true, correct, and based on information contained in the applicable Loan
Parties’ own financial accounting records. Borrower Representative, by the execution of this Report, hereby ratifies, confirms and affirms all of the terms, conditions and provisions of the Agreement and the other Loan Documents, and further
certifies on this 12th day of December, 2014 that the Loan Parties are in compliance with the Agreement and the other Loan Documents. Capitalized terms used but not defined in this Report shall have the meaning assigned to such term in the
Agreement. 
  

			
	BORROWER NAME:		AUTHORIZED SIGNATURE:
		
	Cott Corporation		









 * * * CONFIDENTIAL * * * 

 


									
	 




	  	DS SERVICES BORROWING BASE REPORT	  	
		  		  		  	Rpt #	  	
					
	Obligor Number:	  		  		  	Date:	  	
					
	Loan Number:	  		  		  	Period Covered:	  	

  

											
	 COLLATERAL CATEGORY
	 	A/R	 	Raw Materials
Inventory	 	Finished Goods
Inventory	 	 Total Eligible Collateral

	Description	 	 	 	 	 	 	 	 
	 1
	  	 Beginning Balance ( Previous report - Line 8)
	 		 		 		 	
	 2
	  	 Additions to Collateral (Gross Sales or Purchases)
	 		 		 		 	
	 3
	  	 Other Additions (Add back any non-A/R cash in line 3)
	 		 		 		 	
	 4
	  	Deductions to Collateral (Cash Received)	 		 		 		 	
	 5
	  	Deductions to Collateral (Discounts, other)	 		 		 		 	
	 6
	  	Deductions to Collateral (Credit Memos, all)	 		 		 		 	
	 7
	  	Other non-cash credits to A/R	 		 		 		 	
	 8
	  	Total Ending Collateral Balance	 		 		 		 	
	 9
	  	Past Due > 60	 		 		 		 	
	 10
	  	Credits in Prior	 		 		 		 	
	 11
	  	Crossage	 		 		 		 	
	 12
	  	Contras	 		 		 		 	
	 13
	  	Foreign Not Covered by L/C	 		 		 		 	
	 14
	  	Federal Government	 		 		 		 	
	 15
	  	Loss of Profit Penalties Reserve	 		 		 		 	
	 16
	  	Chargebacks (Current)	 		 		 		 	
	 17
	  	Miscellaneous Sales Rent	 		 		 		 	
	 18
	  	Contamination Reserve	 		 		 		 	
	 19
	  	Intercompany/Affiliates	 		 		 		 	
	 20
	  	Shortpays (Current)	 		 		 		 	
	 21
	  	Debit Memos	 		 		 		 	
	 22
	  	Accruals for Billbacks	 		 		 		 	
	 23
	  	Volume Rebate Accruals	 		 		 		 	
	 24
	  	Dilution Reserve - Kegworth 7.9%	 		 		 		 	
	 25
	  	Accrued Deposits - POP	 		 		 		 	
	 26
	  	Cash Received not Posted	 		 		 		 	
	 27
	  	 Less Ineligible - Other (includes bankruptcy customers)
	 		 		 		 	
	 28
	  	Total Ineligibles -Accounts Receivable	 		 		 		 	
	 29
	  	Work In Process	 		 		 		 	
	 30
	  	Quarantine Stock (QA Stock)	 		 		 		 	
	 31
	  	Short Dated	 		 		 		 	
	 32
	  	Slow Moving/Obsolete	 		 		 		 	
	 33
	  	Retention of Title	 		 		 		 	
	 34
	  	Packaging Supplies	 		 		 		 	
	 35
	  	Held Goods	 		 		 		 	
	 36
	  	Capitalization/Revaluation Reserve	 		 		 		 	
	 37
	  	Co-pack Ingredients	 		 		 		 	
	 38
	  	Consigned Inventory	 		 		 		 	
	 39
	  	NRV Adjustment	 		 		 		 	
	 40
	  	Warehouse Overhead	 		 		 		 	
	 41
	  	Grape Bottoms	 		 		 		 	
	 42
	  	2009 Cranberry Crop Cost Test Reserve	 		 		 		 	
	 43
	  	Perpetuals Overstated to GL	 		 		 		 	
	 44
	  	Less Ineligible – Other	 		 		 		 	
	 45
	  	Total Ineligibles Inventory	 		 		 		 	
	 21
	  	Total Eligible Collateral	 		 		 		 	
	 22
	  	Advance Rate Percentage	 		 		 		 	
	 23
	  	Net Available - Borrowing Base Value	 		 		 		 	
	 24
	  	Reserves - Canadian Priming Liens	 		 		 		 	
	 24
	  	Reserves - Rent	 		 		 		 	
	 24
	  	Reserves - Payroll	 		 		 		 	
	 24
	  	Reserves - Payments to Co-Packers	 		 		 		 	
	 24
	  	Reserves - PACA	 		 		 		 	
	 24
	  	Reserves - Ring Fence	 		 		 		 	









 * * * CONFIDENTIAL * * * 

 


									
	 24
		Reserves – Earnout						
	 25
		Total Borrowing Base Value						
	 25.A
		Total Availability/ CAPS						
	 26
		Revolver Line						Total Revolver Line
	 26A
		Line Reserve						
	 27
		Maximum Borrowing Limit (Lesser of 25. or 26.)*						Total Available
	 27A
		Suppressed Availability						
			LOAN STATUS						
	 28
		 PreviousLoan Balance (Previous Report Line 31)
						
	 29
		 Less:      A. Net Repayments
						
			               B. Adjustments / Other
                    
						
	 30
		 Add:      A. Request for Funds
						
			               B. Adjustments / Other
                    
						
	 31
		New Loan Balance						Total New Loan Balance:
	 32
		Letters of Credit/Bankers Acceptance Outstanding						
	 33
		Availability Not Borrowed (Lines 27 less 31 & 32)						
	 34
		Term Loan						
	 35
		OVERALL EXPOSURE (lines 31 & 34)						

 Pursuant to, and in accordance with, the terms and provisions of that certain Credit Agreement, as amended by Amendment No. 1,
dated as of April 19, 2012, as further amended by Amendment No. 2, dated as of July 19, 2012, as further amended by Amendment No. 3, dated as of October 22, 2013, as further amended by Amendment No. 4, dated as of May 28, 2014, and as further
amended by Amendment No. 5, dated as of December 12, 2014 (as it may be further amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), among COTT CORPORATION CORPORATION COTT, a corporation organized
under the laws of Canada (the “Borrower Representative”), COTT BEVERAGES INC., a Georgia corporation, CLIFFSTAR LLC, a Delaware limited liability company, COTT BEVERAGES LIMITED, a company organized under the laws of England and Wales, and
DS SERVICES OF AMERICA, INC., a Delaware corporation, as Borrowers, the other Loan Parties party hereto, the Lenders party hereto, JPMORGAN CHASE BANK, N.A., LONDON BRANCH, as UK Security Trustee, JPMORGAN CHASE BANK, N.A., as Administrative Agent
and Administrative Collateral Agent, and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Collateral Agent, Borrower Representative is executing and delivering to the Administrative Agent and the Collateral Agents this Borrowing Base Certificate
accompanied by supporting data (collectively referred to as a “Report”). Borrower Representative warrants and represents to the Secured Parties that this Report is true, correct, and based on information contained in the applicable Loan
Parties’ own financial accounting records. Borrower Representative, by the execution of this Report, hereby ratifies, confirms and affirms all of the terms, conditions and provisions of the Agreement and the other Loan Documents, and further
certifies on this 12th day of December, 2014 that the Loan Parties are in compliance with the Agreement and the other Loan Documents. Capitalized terms used but not defined in this Report shall have the meaning assigned to such term in the
Agreement. 
  

			
	BORROWER NAME:		AUTHORIZED SIGNATURE:
		
	Cott Corporation		









 * * * CONFIDENTIAL * * * 

 


									
	 	  	COTT CANADA BORROWING BASE REPORT (IN US$)	  	 
	



	  	 	  	Rpt #	  	 
					
	Obligor Number:	  		  		  	Date:	  	
					
	Loan Number:	  		  		  	Period Covered:	  	

  

											
	 COLLATERAL CATEGORY
	  	A/R	  	Inventory	  	Total Eligible Collateral
	Description	  	 	  	 	  	 A/R or inventory

in CAD $
	  	 
	 1
	  	Beginning Balance ( Previous report - Line 8)	  		  		  		  	
	 2
	  	 Additions to Collateral (Gross Sales or Purchases)
	  		  		  		  	
	 3
	  	 Other Additions (Add back any non-A/R cash in line 3)
	  		  		  		  	
	 4
	  	 Deductions to Collateral (Cash Received)
	  		  		  		  	
	 5
	  	Deductions to Collateral (Discounts, other)	  		  		  		  	
	 6
	  	Deductions to Collateral (Credit Memos, all)	  		  		  		  	
	 7
	  	Other non-cash credits to A/R	  		  		  		  	FX Adjustment = Prior Balance * Change in FX Rates
	 8
	  	Total Ending Collateral Balance	  		  		  		  	
	 9
	  	Past Due > 60	  		  		  		  	
	 10
	  	Credits in Prior	  		  		  		  	
	 11
	  	Crossage	  		  		  		  	
	 12
	  	Contras	  		  		  		  	
	 13
	  	Foreign Not Covered by L/C	  		  		  		  	
	 14
	  	Federal Government	  		  		  		  	
	 15
	  	Loss of Profit Penalties Reserve	  		  		  		  	
	 16
	  	Chargebacks (Current)	  		  		  		  	
	 17
	  	Miscellaneous Sales Rent	  		  		  		  	
	 18
	  	Contamination Reserve	  		  		  		  	
	 19
	  	Intercompany/Affiliates	  		  		  		  	
	 20
	  	Shortpays (Current)	  		  		  		  	
	 21
	  	Debit Memos	  		  		  		  	
	 22
	  	Accruals for Billbacks	  		  		  		  	
	 23
	  	Volume Rebate Accruals	  		  		  		  	
	 24
	  	Dilution Reserve	  		  		  		  	
	 25
	  	Accrued Deposits - POP	  		  		  		  	
	 26
	  	Cash Received not Posted	  		  		  		  	
	 27
	  	 Less Ineligible - Other (includes bankruptcy customers)
	  		  		  		  	
	 28
	  	Total Ineligibles -Accounts Receivable	  		  		  		  	
	 29
	  	Work In Process	  		  		  		  	
	 30
	  	Quarantine Stock (QA Stock)	  		  		  		  	
	 31
	  	Short Dated	  		  		  		  	
	 32
	  	Slow Moving/Obsolete	  		  		  		  	
	 33
	  	Retention of Title	  		  		  		  	
	 34
	  	Packaging Supplies	  		  		  		  	
	 35
	  	Held Goods	  		  		  		  	
	 36
	  	Capitalization/Revaluation Reserve	  		  		  		  	
	 37
	  	Co-pack Ingredients	  		  		  		  	
	 38
	  	Consigned Inventory	  		  		  		  	
	 39
	  	NRV Adjustment	  		  		  		  	
	 40
	  	Warehouse Overhead	  		  		  		  	
	 41
	  	Grape Bottoms	  		  		  		  	
	 42
	  	2009 Cranberry Crop Cost Test Reserve	  		  		  		  	
	 43
	  	Perpetuals Overstated to GL	  		  		  		  	
	 44
	  	Less Ineligible — Other (attach schedule)	  		  		  		  	
	 45
	  	Total Ineligibles Inventory	  		  		  		  	
	 21
	  	Total Eligible Collateral	  		  		  		  	
	 22
	  	Advance Rate Percentage	  		  		  		  	
	 23
	  	Net Available - Borrowing Base Value	  		  		  		  	
	 24
	  	Reserves - Canadian Priming Liens	  		  		  		  	
	 24
	  	Reserves - Rent	  		  		  		  	
	 24
	  	Reserves - Payroll	  		  		  		  	
	 24
	  	Reserves - Payments to Co-Packers	  		  		  		  	
	 24
	  	Reserves - PACA	  		  		  		  	









 * * * CONFIDENTIAL * * * 

 


											
	 24
		Reserves - Ring Fence								
	 24
		Reserves - Earnout								
	 25
		Total Borrowing Base Value								
	 25.A
		Total Availability/ CAPS								
	 26
		Revolver Line								Total Revolver Line
	 26A
		Line Reserve								
	 27
		Maximum Borrowing Limit (Lesser of 25. or 26.)*								Total Available
	 27A
		Suppressed Availability								
			LOAN STATUS								
	 28
		Previous Loan Balance (Previous Report Line 31)								
	 29
		 Less:      A. Net Repayments
								
			               B. Adjustments / Other
                     
								
	 30
		 Add:      A. Request for Funds
								
			               B. Adjustments / Other
                    
								
	 31
		New Loan Balance								Total New Loan Balance:
	 32
		Letters of Credit/Bankers Acceptance Outstanding								
	 33
		Availability Not Borrowed (Lines 27 less 31 & 32)								
	 34
		Term Loan								
	 35
		OVERALL EXPOSURE (lines 31 & 34)								

 Pursuant to, and in accordance with, the terms and provisions of that certain Credit Agreement, as amended by Amendment No. 1,
dated as of April 19, 2012, as further amended by Amendment No. 2, dated as of July 19, 2012, as further amended by Amendment No. 3, dated as of October 22, 2013, as further amended by Amendment No. 4, dated as of May 28, 2014, and as further
amended by Amendment No. 5, dated as of December 12, 2014 (as it may be further amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), among COTT CORPORATION CORPORATION COTT, a corporation organized
under the laws of Canada (the “Borrower Representative”), COTT BEVERAGES INC., a Georgia corporation, CLIFFSTAR LLC, a Delaware limited liability company, COTT BEVERAGES LIMITED, a company organized under the laws of England and Wales, and
DS SERVICES OF AMERICA, INC., a Delaware corporation, as Borrowers, the other Loan Parties party hereto, the Lenders party hereto, JPMORGAN CHASE BANK, N.A., LONDON BRANCH, as UK Security Trustee, JPMORGAN CHASE BANK, N.A., as Administrative Agent
and Administrative Collateral Agent, and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Collateral Agent, Borrower Representative is executing and delivering to the Administrative Agent and the Collateral Agents this Borrowing Base Certificate
accompanied by supporting data (collectively referred to as a “Report”). Borrower Representative warrants and represents to the Secured Parties that this Report is true, correct, and based on information contained in the applicable Loan
Parties’ own financial accounting records. Borrower Representative, by the execution of this Report, hereby ratifies, confirms and affirms all of the terms, conditions and provisions of the Agreement and the other Loan Documents, and further
certifies on this 12th day of December, 2014 that the Loan Parties are in compliance with the Agreement and the other Loan Documents. Capitalized terms used but not defined in this Report shall have the meaning assigned to such term in the
Agreement. 
  

			
	BORROWER NAME:		AUTHORIZED SIGNATURE:
		
	Cott Corporation		









 * * * CONFIDENTIAL * * * 

 


							
	 




	  	COTT KEGWORTH BORROWING BASE REPORT (IN US$)
		  		  		  	Rpt #
				
	Obligor Number:	  		  		  	Date:
				
	Loan Number:	  		  		  	Period Covered:

  

											
	 COLLATERAL CATEGORY
	  	A/R	  	Inventory	  	Total Eligible Collateral
	Description	  	 	  	 	  	A/R or Inventory
in Sterling	  	 
	 1
	  	Beginning Balance ( Previous report - Line 8)	  		  		  		  	
	 2
	  	Additions to Collateral (Gross Sales or Purchases)	  		  		  		  	
	 3
	  	Other Additions (Add back any non-A/R cash in line 3)	  		  		  		  	
	 4
	  	Deductions to Collateral (Cash Received)	  		  		  		  	
	 5
	  	Deductions to Collateral (Discounts, other)	  		  		  		  	
	 6
	  	Deductions to Collateral (Credit Memos, all)	  		  		  		  	
	 7
	  	Other non-cash credits to A/R	  		  		  		  	
	 8
	  	Total Ending Collateral Balance	  		  		  		  	
	 9
	  	Past Due > 60	  		  		  		  	
	 10
	  	Credits in Prior	  		  		  		  	
	 11
	  	Crossage	  		  		  		  	
	 12
	  	Contras	  		  		  		  	
	 13
	  	Foreign Not Covered by L/C	  		  		  		  	
	 14
	  	Federal Government	  		  		  		  	
	 15
	  	Loss of Profit Penalties Reserve	  		  		  		  	
	 16
	  	Chargebacks (Current)	  		  		  		  	
	 17
	  	Miscellaneous Sales Rent	  		  		  		  	
	 18
	  	Contamination Reserve	  		  		  		  	
	 19
	  	Intercompany/Affiliates	  		  		  		  	
	 20
	  	Shortpays (Current)	  		  		  		  	
	 21
	  	Debit Memos	  		  		  		  	
	 22
	  	Accruals for Billbacks	  		  		  		  	
	 23
	  	Volume Rebate Accruals	  		  		  		  	
	 24
	  	Dilution Reserve - Kegworth 3.0%	  		  		  		  	
	 25
	  	Accrued Deposits - POP	  		  		  		  	
	 26
	  	Cash Received not Posted	  		  		  		  	
	 27
	  	Less Ineligible - Other (attach schedule)	  		  		  		  	
	 28
	  	Total Ineligibles -Accounts Receivable	  		  		  		  	
	 29
	  	Work In Process	  		  		  		  	
	 30
	  	Quarantine Stock (QA Stock)	  		  		  		  	
	 31
	  	Short Dated	  		  		  		  	
	 32
	  	Slow Moving/Obsolete	  		  		  		  	
	 33
	  	Retention of Title	  		  		  		  	
	 34
	  	Packaging Supplies	  		  		  		  	
	 35
	  	Held Goods	  		  		  		  	
	 36
	  	Capitalization/Revaluation Reserve	  		  		  		  	
	 37
	  	Co-pack Ingredients	  		  		  		  	
	 38
	  	Consigned Inventory	  		  		  		  	
	 39
	  	NRV Adjustment	  		  		  		  	
	 40
	  	Warehouse Overhead	  		  		  		  	
	 41
	  	Grape Bottoms	  		  		  		  	
	 42
	  	2009 Cranberry Crop Cost Test Reserve	  		  		  		  	
	 43
	  	Perpetuals Overstated to GL	  		  		  		  	
	 44
	  	Less Ineligible — Other (attach schedule)	  		  		  		  	
	 45
	  	Total Ineligibles Inventory	  		  		  		  	
	 21
	  	Total Eligible Collateral	  		  		  		  	
	 22
	  	Advance Rate Percentage	  		  		  		  	
	 23
	  	Net Available - Borrowing Base Value	  		  		  		  	
	 24
	  	Reserves - Canadian Priming Liens	  		  		  		  	
	 24
	  	Reserves - Rent	  		  		  		  	
	 24
	  	Reserves - Payroll	  		  		  		  	
	 24
	  	Reserves - Payments to Co-Packers	  		  		  		  	
	 24
	  	Reserves - PACA	  		  		  		  	
	 24
	  	Reserves - Ring Fence	  		  		  		  	









 * * * CONFIDENTIAL * * * 

 


									
	 24
		Reserves – Earnout						
	 25
		Total Borrowing Base Value						
	 25.A
		Total Availability/ CAPS						
	 26
		Revolver Line						Total Revolver Line
	 26A
		Line Reserve						
	 27
		Maximum Borrowing Limit (Lesser of 25. or 26.)*						Total Available
	 27A
		Suppressed Availability						
			LOAN STATUS						
	 28
		 PreviousLoan Balance (Previous Report Line 31)
						
	 29
		 Less:      A. Net Repayments
						
			                B. Adjustments / Other
                    
						
	 30
		 Add:       A. Request for Funds
						
			                B. Adjustments / Other
                    
						FX impact
	 31
		New Loan Balance						Total New Loan Balance:
	 32
		Letters of Credit/Bankers Acceptance Outstanding						
	 33
		Availability Not Borrowed (Lines 27 less 31 & 32)						
	 34
		Term Loan						
	 35
		OVERALL EXPOSURE (lines 31 & 34)						

  

	
	Pursuant to, and in accordance with, the terms and provisions of that certain Credit Agreement, as amended by Amendment No. 1, dated as of April 19, 2012, as further amended by Amendment No. 2, dated as of July 19, 2012, as further
amended by Amendment No. 3, dated as of October 22, 2013, as further amended by Amendment No. 4, dated as of May 28, 2014, and as further amended by Amendment No. 5, dated as of December 12, 2014 (as it may be further amended, restated, supplemented
or otherwise modified from time to time, the “Agreement”), among COTT CORPORATION CORPORATION COTT, a corporation organized under the laws of Canada (the “Borrower Representative”), COTT BEVERAGES INC., a Georgia corporation,
CLIFFSTAR LLC, a Delaware limited liability company, COTT BEVERAGES LIMITED, a company organized under the laws of England and Wales, and DS SERVICES OF AMERICA, INC., a Delaware corporation, as Borrowers, the other Loan Parties party hereto, the
Lenders party hereto, JPMORGAN CHASE BANK, N.A., LONDON BRANCH, as UK Security Trustee, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Administrative Collateral Agent, and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Collateral Agent,
Borrower Representative is executing and delivering to the Administrative Agent and the Collateral Agents this Borrowing Base Certificate accompanied by supporting data (collectively referred to as a “Report”). Borrower Representative
warrants and represents to the Secured Parties that this Report is true, correct, and based on information contained in the applicable Loan Parties’ own financial accounting records. Borrower Representative, by the execution of this Report,
hereby ratifies, confirms and affirms all of the terms, conditions and provisions of the Agreement and the other Loan Documents, and further certifies on this 12th day of December, 2014 that the Loan Parties are in compliance with the Agreement and
the other Loan Documents. Capitalized terms used but not defined in this Report shall have the meaning assigned to such term in the Agreement.

  

			
	BORROWER NAME:		AUTHORIZED SIGNATURE:
		
	Cott Corporation		









 * * * CONFIDENTIAL * * * 

 


							
	 




	  	COTT CALYPSO BORROWING BASE REPORT (IN US$)                
		  		  		  	Rpt #
				
	Obligor Number:	  		  		  	Date:
				
	Loan Number:	  		  		  	Period Covered:

  

											
	 COLLATERAL CATEGORY
	  	A/R	  	Inventory	  	Total Eligible Collateral
	Description	  	 	  	 	  	A/R or Inventory
in Sterling	  	 
	 1
	  	 Beginning Balance ( Previous report - Line 8)
	  		  		  		  	
	 2
	  	 Additions to Collateral (Gross Sales or Purchases)
	  		  		  		  	
	 3
	  	 Other Additions (Add back any non-A/R cash in line 3)
	  		  		  		  	
	 4
	  	 Deductions to Collateral (Cash Received)
	  		  		  		  	
	 5
	  	 Deductions to Collateral (Discounts, other)
	  		  		  		  	
	 6
	  	 Deductions to Collateral (Credit Memos, all)
	  		  		  		  	
	 7
	  	Other non-cash credits to A/R	  		  		  		  	
	 8
	  	Total Ending Collateral Balance	  		  		  		  	
	 9
	  	Past Due > 60	  		  		  		  	
	 10
	  	Credits in Prior	  		  		  		  	
	 11
	  	Crossage	  		  		  		  	
	 12
	  	Contras	  		  		  		  	
	 13
	  	Foreign Not Covered by L/C	  		  		  		  	
	 14
	  	Federal Government	  		  		  		  	
	 15
	  	Loss of Profit Penalties Reserve	  		  		  		  	
	 16
	  	Chargebacks (Current)	  		  		  		  	
	 17
	  	Miscellaneous Sales Rent	  		  		  		  	
	 18
	  	Contamination Reserve	  		  		  		  	
	 19
	  	Intercompany/Affiliates	  		  		  		  	
	 20
	  	Shortpays (Current)	  		  		  		  	
	 21
	  	Debit Memos	  		  		  		  	
	 22
	  	Accruals for Billbacks	  		  		  		  	
	 23
	  	Volume Rebate Accruals	  		  		  		  	
	 24
	  	Dilution Reserve - Calypso 3.0%	  		  		  		  	
	 25
	  	Accrued Deposits - POP	  		  		  		  	
	 26
	  	Cash Received not Posted	  		  		  		  	
	 27
	  	Less Ineligible - Other (attach schedule)	  		  		  		  	
	 28
	  	Total Ineligibles -Accounts Receivable	  		  		  		  	
	 29
	  	Work In Process	  		  		  		  	
	 30
	  	Quarantine Stock (QA Stock)	  		  		  		  	
	 31
	  	Short Dated	  		  		  		  	
	 32
	  	Slow Moving/Obsolete	  		  		  		  	
	 33
	  	Retention of Title	  		  		  		  	
	 34
	  	Packaging Supplies	  		  		  		  	
	 35
	  	Held Goods	  		  		  		  	
	 36
	  	Capitalization/Revaluation Reserve	  		  		  		  	
	 37
	  	Co-pack Ingredients	  		  		  		  	
	 38
	  	Consigned Inventory	  		  		  		  	
	 39
	  	NRV Adjustment	  		  		  		  	
	 40
	  	Warehouse Overhead	  		  		  		  	
	 41
	  	Grape Bottoms	  		  		  		  	
	 42
	  	2009 Cranberry Crop Cost Test Reserve	  		  		  		  	
	 43
	  	Perpetuals Overstated to GL	  		  		  		  	
	 44
	  	Less Ineligible — Other (attach schedule)	  		  		  		  	
	 45
	  	Total Ineligibles Inventory	  		  		  		  	
	 21
	  	Total Eligible Collateral	  		  		  		  	
	 22
	  	Advance Rate Percentage	  		  		  		  	
	 23
	  	Net Available - Borrowing Base Value	  		  		  		  	
	 24
	  	Reserves - Canadian Priming Liens	  		  		  		  	
	 24
	  	Reserves - Rent	  		  		  		  	
	 24
	  	Reserves - Payroll	  		  		  		  	
	 24
	  	Reserves - Payments to Co-Packers	  		  		  		  	
	 24
	  	Reserves - Ring Fence	  		  		  		  	









 * * * CONFIDENTIAL * * * 

 


									
	 24
		Reserves - Earnout						
	 25
		Total Borrowing Base Value						
	 25.A
		Total Availability/ CAPS						
	 26
		Revolver Line						Total Revolver Line
	 26A
		Line Reserve						
	 27
		Maximum Borrowing Limit (Lesser of 25. or 26.)*						Total Available
	 27A
		Suppressed Availability						
			LOAN STATUS						
	 28
		 PreviousLoan Balance (Previous Report Line 31)
						
	 29
		 Less:      A. Net Repayments
						
			                B. Adjustments / Other
                    
						
	 30
		 Add:       A. Request for Funds
						
			                B. Adjustments / Other
                    
						
	 31
		New Loan Balance						Total New Loan Balance:
	 32
		Letters of Credit/Bankers Acceptance Outstanding						
	 33
		Availability Not Borrowed (Lines 27 less 31 & 32)						
	 34
		Term Loan						
	 35
		OVERALL EXPOSURE (lines 31 & 34)						

  

	
	Pursuant to, and in accordance with, the terms and provisions of that certain Credit Agreement, as amended by Amendment No. 1, dated as of April 19, 2012, as further amended by Amendment No. 2, dated as of July 19, 2012, as further
amended by Amendment No. 3, dated as of October 22, 2013, as further amended by Amendment No. 4, dated as of May 28, 2014, and as further amended by Amendment No. 5, dated as of December 12, 2014 (as it may be further amended, restated, supplemented
or otherwise modified from time to time, the “Agreement”), among COTT CORPORATION CORPORATION COTT, a corporation organized under the laws of Canada (the “Borrower Representative”), COTT BEVERAGES INC., a Georgia corporation,
CLIFFSTAR LLC, a Delaware limited liability company, COTT BEVERAGES LIMITED, a company organized under the laws of England and Wales, and DS SERVICES OF AMERICA, INC., a Delaware corporation, as Borrowers, the other Loan Parties party hereto, the
Lenders party hereto, JPMORGAN CHASE BANK, N.A., LONDON BRANCH, as UK Security Trustee, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Administrative Collateral Agent, and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Collateral Agent,
Borrower Representative is executing and delivering to the Administrative Agent and the Collateral Agents this Borrowing Base Certificate accompanied by supporting data (collectively referred to as a “Report”). Borrower Representative
warrants and represents to the Secured Parties that this Report is true, correct, and based on information contained in the applicable Loan Parties’ own financial accounting records. Borrower Representative, by the execution of this Report,
hereby ratifies, confirms and affirms all of the terms, conditions and provisions of the Agreement and the other Loan Documents, and further certifies on this 12th day of December, 2014 that the Loan Parties are in compliance with the Agreement and
the other Loan Documents. Capitalized terms used but not defined in this Report shall have the meaning assigned to such term in the Agreement.

  

			
	BORROWER NAME:		AUTHORIZED SIGNATURE:
		
	Cott Corporation		









 * * * CONFIDENTIAL * * * 

 


											
	 




	  	COTT AIMIA BORROWING BASE REPORT (IN US$)	  	
		  		  		  		  	Rpt #	  	
						
	Obligor Number:	  		  		  		  	Date:	  	
						
	Loan Number:	  		  		  		  	Period Covered:	  	

  

											
	 COLLATERAL CATEGORY
	  	A/R	  	Inventory	  	Total Eligible Collateral
	Description	  	 	  	 	  	A/R or Inventory
in Sterling	  	 
	 1
	 	Beginning Balance ( Previous report - Line 8)	  		  		  		  	
	 2
	 	Additions to Collateral (Gross Sales or Purchases)	  		  		  		  	
	 3
	 	Other Additions (Add back any non-A/R cash in line 3)	  		  		  		  	
	 4
	 	Deductions to Collateral (Cash Received)	  		  		  		  	
	 5
	 	Deductions to Collateral (Discounts, other)	  		  		  		  	
	 6
	 	Deductions to Collateral (Credit Memos, all)	  		  		  		  	
	 7
	 	Other non-cash credits to A/R	  		  		  		  	
	 8
	 	Total Ending Collateral Balance	  		  		  		  	
	 9
	 	Past Due > 60	  		  		  		  	
	 10
	 	Credits in Prior	  		  		  		  	
	 11
	 	Crossage	  		  		  		  	
	 12
	 	Contras	  		  		  		  	
	 13
	 	Foreign Not Covered by L/C	  		  		  		  	
	 14
	 	Federal Government	  		  		  		  	
	 15
	 	Loss of Profit Penalties Reserve	  		  		  		  	
	 16
	 	Chargebacks (Current)	  		  		  		  	
	 17
	 	Miscellaneous Sales Rent	  		  		  		  	
	 18
	 	Contamination Reserve	  		  		  		  	
	 19
	 	Intercompany/Affiliates	  		  		  		  	
	 20
	 	Shortpays (Current)	  		  		  		  	
	 21
	 	Debit Memos	  		  		  		  	
	 22
	 	Accruals for Billbacks	  		  		  		  	
	 23
	 	Volume Rebate Accruals	  		  		  		  	
	 24
	 	Dilution Reserve - Aimia 3.0%	  		  		  		  	
	 25
	 	Accrued Deposits - POP	  		  		  		  	
	 26
	 	Cash Received not Posted	  		  		  		  	
	 27
	 	Less Ineligible - Other (attach schedule)	  		  		  		  	
	 28
	 	Total Ineligibles -Accounts Receivable	  		  		  		  	
	 29
	 	Work In Process	  		  		  		  	
	 30
	 	Quarantine Stock (QA Stock)	  		  		  		  	
	 31
	 	Short Dated	  		  		  		  	
	 32
	 	Slow Moving/Obsolete	  		  		  		  	
	 33
	 	Retention of Title	  		  		  		  	
	 34
	 	Packaging Supplies	  		  		  		  	
	 35
	 	Held Goods	  		  		  		  	
	 36
	 	Capitalization/Revaluation Reserve	  		  		  		  	
	 37
	 	Co-pack Ingredients	  		  		  		  	
	 38
	 	Consigned Inventory	  		  		  		  	
	 39
	 	NRV Adjustment	  		  		  		  	
	 40
	 	Warehouse Overhead	  		  		  		  	
	 41
	 	Grape Bottoms	  		  		  		  	
	 42
	 	2009 Cranberry Crop Cost Test Reserve	  		  		  		  	
	 43
	 	Perpetuals Overstated to GL	  		  		  		  	
	 44
	 	Less Ineligible — Other (attach schedule)	  		  		  		  	
	 45
	 	Total Ineligibles Inventory	  		  		  		  	
	 21
	 	Total Eligible Collateral	  		  		  		  	
	 22
	 	Advance Rate Percentage	  		  		  		  	
	 23
	 	Net Available - Borrowing Base Value	  		  		  		  	
	 24
	 	Reserves -Canadian Priming Liens	  		  		  		  	
	 24
	 	Reserves - Rent	  		  		  		  	
	 24
	 	Reserves - Payroll	  		  		  		  	
	 24
	 	Reserves - Payments to Co-Packers	  		  		  		  	
	 24
	 	Reserves - Ring Fence	  		  		  		  	









 * * * CONFIDENTIAL * * * 

 


									
	 24
		Reserves - Earnout						
	 25
		Total Borrowing Base Value						
	 25.A
		Total Availability/ CAPS						
	 26
		Revolver Line						Total Revolver Line
	 26A
		Line Reserve						
	 27
		Maximum Borrowing Limit (Lesser of 25. or 26.)*						Total Available
	 27A
		Suppressed Availability						
			LOAN STATUS						
	 28
		 PreviousLoan Balance (Previous Report Line 31)
						
	 29
		 Less:      A. Net Repayments
						
			                B. Adjustments / Other
                    
						
	 30
		 Add:       A. Request for Funds
						
			                B. Adjustments / Other
                    
						
	 31
		New Loan Balance						Total New Loan Balance:
	 32
		Letters of Credit/Bankers Acceptance Outstanding						
	 33
		Availability Not Borrowed (Lines 27 less 31 & 32)						
	 34
		Term Loan						
	 35
		OVERALL EXPOSURE (lines 31 & 34)						

 Pursuant to, and in accordance with, the terms and provisions of that certain Credit Agreement, as amended by Amendment No. 1,
dated as of April 19, 2012, as further amended by Amendment No. 2, dated as of July 19, 2012, as further amended by Amendment No. 3, dated as of October 22, 2013, as further amended by Amendment No. 4, dated as of May 28, 2014, and as further
amended by Amendment No. 5, dated as of December 12, 2014 (as it may be further amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), among COTT CORPORATION CORPORATION COTT, a corporation organized
under the laws of Canada (the “Borrower Representative”), COTT BEVERAGES INC., a Georgia corporation, CLIFFSTAR LLC, a Delaware limited liability company, COTT BEVERAGES LIMITED, a company organized under the laws of England and Wales, and
DS SERVICES OF AMERICA, INC., a Delaware corporation, as Borrowers, the other Loan Parties party hereto, the Lenders party hereto, JPMORGAN CHASE BANK, N.A., LONDON BRANCH, as UK Security Trustee, JPMORGAN CHASE BANK, N.A., as Administrative Agent
and Administrative Collateral Agent, and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Collateral Agent, Borrower Representative is executing and delivering to the Administrative Agent and the Collateral Agents this Borrowing Base Certificate
accompanied by supporting data (collectively referred to as a “Report”). Borrower Representative warrants and represents to the Secured Parties that this Report is true, correct, and based on information contained in the applicable Loan
Parties’ own financial accounting records. Borrower Representative, by the execution of this Report, hereby ratifies, confirms and affirms all of the terms, conditions and provisions of the Agreement and the other Loan Documents, and further
certifies on this 12th day of December, 2014 that the Loan Parties are in compliance with the Agreement and the other Loan Documents. Capitalized terms used but not defined in this Report shall have the meaning assigned to such term in the
Agreement. 
  

			
	BORROWER NAME:		AUTHORIZED SIGNATURE:
		
	Cott Corporation		









 * * * CONFIDENTIAL * * * 

 


							
	 




	  	        COTT COMBINED BORROWING BASE REPORT
		  		  		  	Rpt #
				
	Obligor Number:	  		  		  	Date:
				
	Loan Number:	  		  		  	Period Covered:                                


  

									
	 COLLATERAL CATEGORY
	  	Real Estate
M & E	  	 Total Eligible Collateral

	Description	  	 	  	 	  	 
	 1
	  	Existing Real Estate (Appraised FMV)	  		  		  	
	 2
	  		  		  		  	
	 3
	  	Beginning Balance ( Previous report - Line 3)	  		  		  	
	 4
	  	Additions to Collateral	  		  		  	
	 5
	  	Deductions to Collateral	  		  		  	
	 6
	  	Total Ending Collateral Balance	  		  		  	
	 7
	  	Advance Rate Percentage	  		  		  	
	 8
	  	Net Available - Borrowing Base Value*	  		  		  	Mths Outstanding
		  	      *Rounded to tie to Credit Agreement	  		  		  	Per debt agreement
	 1
	  	Machinery & Equipment (Appraised NOLV)	  		  		  	RE Percentage
	 2
	  		  		  		  	
	 3
	  	Beginning Balance ( Previous report - Line 12)	  		  		  	
	 4
	  	Additions to Collateral	  		  		  	
	 5
	  	Deductions to Collateral	  		  		  	Mths Outstanding
	 6
	  	Total Ending Collateral Balance	  		  		  	Per debt agreement
	 7
	  	Advance Rate Percentage	  		  		  	Equip Percentage
	 8
	  	Net Available - Borrowing Base Value*	  		  		  	
		  	      *Rounded to tie to Credit Agreement	  		  		  	
	 1
	  	New Real Estate (Appraised FMV)	  		  		  	
	 2
	  		  		  		  	
	 3
	  	Beginning Balance ( Previous report - Line 3)	  		  		  	
	 4
	  	Additions to Collateral	  		  		  	
	 5
	  	Deductions to Collateral	  		  		  	
	 6
	  	Total Ending Collateral Balance	  		  		  	
	 7
	  	Advance Rate Percentage	  		  		  	
	 8
	  	Net Available - Borrowing Base Value*	  		  		  	Mths Outstanding
		  	      *Rounded to tie to Credit Agreement	  		  		  	Per debt agreement
	 1
	  	Machinery & Equipment (Appraised NOLV)	  		  		  	RE Percentage
	 1
	  	Fixed Assets	  		  		  	
		  	Fixed Asset Sublimit	  		  		  	
	 2
	  	Combined Fixed Asset Availability	  		  		  	
	 3
	  		  		  		  	
	 4
	  		  		  		  	
	 5
	  		  		  		  	
	 6
	  	Total eligibles - M&E/Real Estate	  		  		  	
	 25
	  	Total Borrowing Base Value	  		  		  	
	 25.A
	  	Total Availability/ CAP	  		  		  	
	 26
	  	Revolver Line	  		  		  	
	 26A
	  	Line Reserve	  		  		  	
	 27
	  	Maximum Borrowing Limit (Lesser of 25. or 26.)*	  		  	Total Available	  	
	 27A
	  	Suppressed Availability	  		  		  	

 Pursuant to, and in accordance with, the terms and provisions of that certain Credit Agreement, as amended by Amendment
No. 1, dated as of April 19, 2012, as further amended by Amendment No. 2, dated as of July 19, 2012, as further amended by Amendment No. 3, dated as of October 22, 2013, as further amended by Amendment No. 4, dated
as of May 28, 2014, and as further amended by Amendment No. 5, dated as of December 12, 2014 (as it may be further amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), among COTT
CORPORATION CORPORATION COTT, a corporation organized under the laws of Canada (the “Borrower Representative”), COTT BEVERAGES INC., a Georgia corporation, CLIFFSTAR LLC, a Delaware limited liability company, COTT BEVERAGES LIMITED, a
company organized under the laws of England and Wales, and DS SERVICES OF AMERICA, INC., a Delaware corporation, as Borrowers, the other Loan Parties party hereto, the Lenders party hereto, JPMORGAN CHASE BANK, N.A., LONDON BRANCH, as UK Security
Trustee, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Administrative Collateral Agent, and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Collateral Agent, Borrower Representative is executing and delivering to the Administrative Agent and
the Collateral Agents this Borrowing Base Certificate accompanied by supporting data (collectively referred to as a “Report”). Borrower Representative warrants and represents to the Secured Parties that this Report is true, correct, and
based on information contained in the applicable Loan Parties’ own financial accounting records. Borrower Representative, by the execution of this Report, hereby ratifies, confirms and affirms all of the terms, conditions and provisions of the
Agreement and the other Loan Documents, and further certifies on this 12th day of December, 2014 that the Loan Parties are in compliance with the Agreement and the other Loan Documents. Capitalized terms used but not defined in this Report shall
have the meaning assigned to such term in the Agreement. 
  

			
	BORROWER NAME:	  	AUTHORIZED SIGNATURE:
		
	Cott Corporation	  	









 * * * CONFIDENTIAL * * * 

 

 Exhibit B-2 

FORM OF AGGREGATE BORROWING BASE CERTIFICATE 

See attached. 








 * * * CONFIDENTIAL * * * 

 


									
	



	  	COTT COMBINED BORROWING BASE REPORT	  	
				
		  		  	Rpt #	  	
					
	Obligor Number:	  		  		  	Date:	  	
					
	Loan Number:	  		  		  	Period Covered:	  	

  

											
	COLLATERAL CATEGORY	  	A/R	  	Inventory	  	Real Estate
M & E	  	 Total Eligible Collateral

	 	  	Description	  	 	  	 	  	 	  	 
	 1
	  	Beginning Balance ( Previous report - Line 8)	  		  		  		  	
	 2
	  	Additions to Collateral (Gross Sales or Purchases)	  		  		  		  	
	 3
	  	 Other Additions (Add back any non - A/R cash in line 3)
	  		  		  		  	
	 4
	  	Deductions to Collateral (Cash Received)	  		  		  		  	
	 5
	  	Deductions to Collateral (Discounts, other)	  		  		  		  	
	 6
	  	Deductions to Collateral (Credit Memos, all)	  		  		  		  	
	 7
	  	Other non-cash credits to A/R	  		  		  		  	
	 8
	  	Total Ending Collateral Balance	  		  		  		  	
	 9
	  	Past Due > 60	  		  		  		  	
	 10
	  	Credits in Prior	  		  		  		  	
	 11
	  	Crossage	  		  		  		  	
	 12
	  	Contras	  		  		  		  	
	 13
	  	Foreign Not Covered by L/C	  		  		  		  	
	 14
	  	Federal Government	  		  		  		  	
	 15
	  	Loss of Profit Penalties Reserve	  		  		  		  	
	 16
	  	Chargebacks (Current)	  		  		  		  	
	 17
	  	Miscellaneous Sales Rent	  		  		  		  	
	 18
	  	Contamination Reserve	  		  		  		  	
	 19
	  	Intercompany/Affiliates	  		  		  		  	
	 20
	  	Shortpays (Current)	  		  		  		  	
	 21
	  	Debit Memos	  		  		  		  	
	 22
	  	Accruals for Billbacks	  		  		  		  	
	 23
	  	Volume Rebate Accruals	  		  		  		  	
	 24
	  	Dilution Reserve - Various	  		  		  		  	
	 25
	  	Accrued Deposits - POP	  		  		  		  	
	 26
	  	Cash Received not Posted	  		  		  		  	
	 27
	  	 Less Ineligible - Other (includes bankruptcy customers)
	  		  		  		  	
	 28
	  	Total Ineligibles - Accounts Receivable	  		  		  		  	
	 29
	  	Work In Process	  		  		  		  	
	 30
	  	Quarantine Stock (QA Stock)	  		  		  		  	
	 31
	  	Short Dated	  		  		  		  	
	 32
	  	Slow Moving/Obsolete	  		  		  		  	
	 33
	  	Retention of Title	  		  		  		  	
	 34
	  	Packaging Supplies	  		  		  		  	
	 35
	  	Held Goods	  		  		  		  	
	 36
	  	Capitalization/Revaluation Reserve	  		  		  		  	
	 37
	  	Co-pack Ingredients	  		  		  		  	
	 38
	  	Consigned Inventory	  		  		  		  	
	 39
	  	NRV Adjustment	  		  		  		  	
	 40
	  	Warehouse Overhead	  		  		  		  	
	 41
	  	Grape Bottoms	  		  		  		  	
	 42
	  	2009 Cranberry Crop Cost Test Reserve	  		  		  		  	
	 43
	  	Perpetuals Overstated to GL	  		  		  		  	
	 44
	  	Less Ineligible — Other (attach schedule)	  		  		  		  	
	 45
	  	Total Ineligibles Inventory	  		  		  		  	
	 21
	  	Total Eligible Collateral	  		  		  		  	
	 22
	  	Advance Rate Percentage	  		  		  		  	
	 23
	  	Net Available - Borrowing Base Value	  		  		  		  	
	 24
	  	Reserves - Canadian Priming Liens	  		  		  		  	
	 24
	  	Reserves - Rent	  		  		  		  	
	 24
	  	Reserves - Payroll	  		  		  		  	
	 24
	  	Reserves - Payments to Co-Packers	  		  		  		  	
	 24
	  	Reserves - PACA	  		  		  		  	
	 24
	  	Reserves - Ring Fence	  		  		  		  	
	 24
	  	Reserves - Earnout	  		  		  		  	
	 25
	  	Total Borrowing Base Value	  		  		  		  	
	 25A
	  	Total Availability/ Eligible INV CAP	  		  		  		  	









 * * * CONFIDENTIAL * * * 

 


											
	 26
		Revolver Line								Total Revolver Line
	 26A
		Line Reserve								
	 27
		Maximum Borrowing Limit (Lesser of 25. or 26.)*								Total Available
	 27A
		Suppressed Availability								
			LOAN STATUS								
	 28
		Previous Loan Balance (Previous Report Line 31)								
	 29
		 Less:      A. Net Repayments
								
			                B. Adjustments / Other
                    
								
	 30
		 Add:       A. Request for Funds
								
			                B. Adjustments / Other
                    
								
	 31
		New Loan Balance								Total New Loan Balance:
	 32
		Letters of Credit/Bankers Acceptance Outstanding								
	 33
		Availability Not Borrowed (Lines 27 less 31 & 32)								
	 34
		Term Loan								
	 35
		OVERALL EXPOSURE (lines 31 & 34)								

 Pursuant to, and in accordance with, the terms and provisions of that certain Credit Agreement, as amended by Amendment No. 1,
dated as of April 19, 2012, as further amended by Amendment No. 2, dated as of July 19, 2012, as further amended by Amendment No. 3, dated as of October 22, 2013, as further amended by Amendment No. 4, dated as of May 28, 2014, and as further
amended by Amendment No. 5, dated as of December 12, 2014 (as it may be further amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), among COTT CORPORATION CORPORATION COTT, a corporation organized
under the laws of Canada (the “Borrower Representative”), COTT BEVERAGES INC., a Georgia corporation, CLIFFSTAR LLC, a Delaware limited liability company, COTT BEVERAGES LIMITED, a company organized under the laws of England and Wales, and
DS SERVICES OF AMERICA, INC., a Delaware corporation, as Borrowers, the other Loan Parties party hereto, the Lenders party hereto, JPMORGAN CHASE BANK, N.A., LONDON BRANCH, as UK Security Trustee, JPMORGAN CHASE BANK, N.A., as Administrative Agent
and Administrative Collateral Agent, and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Collateral Agent, Borrower Representative is executing and delivering to the Administrative Agent and the Collateral Agents this Borrowing Base Certificate
accompanied by supporting data (collectively referred to as a “Report”). Borrower Representative warrants and represents to the Secured Parties that this Report is true, correct, and based on information contained in the applicable Loan
Parties’ own financial accounting records. Borrower Representative, by the execution of this Report, hereby ratifies, confirms and affirms all of the terms, conditions and provisions of the Agreement and the other Loan Documents, and further
certifies on this 12th day of December, 2014 that the Loan Parties are in compliance with the Agreement and the other Loan Documents. Capitalized terms used but not defined in this Report shall have the meaning assigned to such term in the
Agreement. 
  

			
	BORROWER NAME:		AUTHORIZED SIGNATURE
		
	Cott Corporation		









 * * * CONFIDENTIAL * * * 

 

 Exhibit C 

FORM OF COMPLIANCE CERTIFICATE 

See attached. 








 * * * CONFIDENTIAL * * * 

 

 COMPLIANCE CERTIFICATE 

 

	To:	The Administrative Agent and the Lenders party to the 

 Credit Agreement Described Below 

This Compliance Certificate is furnished pursuant to that certain Credit Agreement, dated as of August 17, 2010 (as 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, and further amended by that certain Amendment No. 5 to Credit Agreement, dated
as of December 12, 2014, and s may be further amended, restated, supplemented, modified, renewed or extended from time to time, the “Agreement”), among Cott Corporation Corporation Cott, a corporation organized under the laws of
Canada, Cott Beverages Inc., a Georgia corporation, Cliffstar LLC, a Delaware limited liability company, DS Services of America, Inc., a Delaware corporation, and Cott Beverages Limited, a company organized under the laws of England and Wales, as
Borrowers, the other Loan Parties party hereto, the Lenders party hereto, 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 thereto. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement. 

THE UNDERSIGNED HEREBY CERTIFIES ON BEHALF OF THE BORROWERS AND NOT IN THE UNDERSIGNED’S INDIVIDUAL CAPACITY, THAT: 

1. I am the duly elected
                    1 of the Borrower Representative; 

2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the
transactions and conditions of the Company and its Subsidiaries during the accounting period covered by the attached financial statements [for quarterly or monthly financial statements add: and such financial statements present fairly in all
material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence
of footnotes]; 
 3. The examinations described in paragraph 2 did not disclose, except as set forth below, and I have no knowledge of
(i) the existence of any condition or event which constitutes a Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate or (ii) any change in GAAP or in the
application thereof that has occurred since the date of the audited financial statements referred to in Section 3.04 of the Agreement; 
  

 

	1 	Financial Officer or Treasurer of the Borrower Representative. 









 * * * CONFIDENTIAL * * * 

 

 4. I hereby certify that no Loan Party has changed (i) its name, (ii) its chief
executive office, (iii) its principal place of business, (iv) the type of entity it is or (v) its state or other jurisdiction of incorporation or organization without having given the Agent the notice required by Section 4.15 of
the U.S. Security Agreement or Section 4.15 of the Canadian Security Agreement, as applicable; 
 [5. (i) Schedule I(a)
attached hereto sets forth financial data and computations of the Fixed Charge Coverage Ratio for the fiscal quarter most recently ended and, if applicable, evidencing the Borrowers’ compliance with the covenant contained in Section 6.13
of the Agreement, all of which data and computations are true, complete and correct in all material respects and (ii) Schedule I(b) attached hereto sets forth financial data and computations of the Consolidated Leverage Ratio as of the
last day of the fiscal quarter most recently ended, all of which data and computations are true, complete and correct in all material respects;]2 

[6. Schedule II attached hereto sets forth an updated Customer List;]3 

7. Schedule III attached hereto sets forth a detailed listing of all intercompany loans made by any of the Loan Parties or their
Restricted Subsidiaries since the delivery of the last Compliance Certificate (or if no Compliance Certificate has been previously delivered, since the Effective Date); 

[8. Schedule IV sets forth a list of (i) all Intellectual Property owned by the Loan Parties which is the subject of a
registration or application in any intellectual property registry which has been acquired, filed or issued since the delivery of the last Compliance Certificate (or if no Compliance Certificate has been previously delivered, since the Effective
Date), and (ii) any material licenses of Intellectual Property to which any Loan Party has become a party to or otherwise bound by (whether as licensor or licensee) since the delivery of the last Compliance Certificate (or if no Compliance
Certificate has been previously delivered, since the Effective Date);]4 
 [9.
Schedule V sets forth (i) a calculation of (x) EBITDA for the period of four fiscal quarters of the Company and its Subsidiaries most recently ended, and (y) consolidated total assets of the Company and its Subsidiaries as at
the last day of such four fiscal quarter period and (ii) calculations demonstrating compliance with the limitations set forth in Section 5.13(a)(iii) of the Agreement;]5 

10. Schedule VI sets forth a list of all commercial tort claims (as defined in the UCC) in excess of $1,000,000 acquired by the Loan
Parties since the delivery of the last Compliance Certificate (or if no Compliance Certificate has been previously delivered, since the Effective Date); and 

11. Schedule VII sets forth a list of all letters of credit (other than those that are supporting obligations (within the meaning of
the UCC) for other Collateral that is subject to a perfected security interest in favor of the Administrative Agent) in excess of $1,000,000 as to which any Loan Party is the beneficiary and acquired by the Loan Parties since the delivery of the
last Compliance Certificate (or if no Compliance Certificate has been previously delivered, since the Effective Date). 
  

 

	2 	Schedule I is only required for each quarter of each fiscal year of the Company. 


	3 	Schedule II is only required for the first and third quarters of each fiscal year of the Company. 


	4 	Schedule IV is only required for the fourth quarter of each fiscal year of the Company. 


	5 	Schedule V is only required for each quarter of each fiscal year of the Company. 









 * * * CONFIDENTIAL * * * 

 

 12. Schedule VIII sets forth any change in any Loan Party’s mailing address,
corporate offices or warehouses or locations at which Collateral is held or stored, or the location of its records concerning the Collateral as set forth in the Security Agreement, since the delivery of the last Compliance Certificate (or if no
Compliance Certificate has been previously delivered, since the Effective Date). 
 [Enclosed with this Compliance Certificate is a
certificate of good standing for each U.S. Co-Borrower from the appropriate governmental officer in its jurisdiction of incorporation (or if such certificate of good standing is not enclosed with this Compliance Certificate, then an order has been
placed by such U.S. Co-Borrower to obtain the same prior to the date hereof).]6 

Described below are the exceptions, if any, to paragraph 3 listing, in detail, the (i) nature of the condition or event, the period
during which it has existed and the action which the Borrowers have taken, are taking, or propose to take with respect to each such condition or event or (ii) the change in GAAP or the application thereof and the effect of such change on the
attached financial statements: 
  

	
	    
	    
	    
	    
	    


 The foregoing certifications[, together with the computations set forth in [Schedule I] [and]
[Schedule V] hereto] and the financial statements delivered with this Certificate in support hereof, are made and delivered this      day of             ,
        . 
  

			
	 COTT CORPORATION
 CORPORATION
COTT,

	  as Borrower Representative
		
	By:		  

	Name:		  

	Title:		  



  
  

	6 	The certificate of good standing is only required for the first and third quarters of each fiscal year of the Company. 









 * * * CONFIDENTIAL * * * 

 

 [SCHEDULE I] 

(a) 
 [Calculations of Fixed
Charged Coverage Ratio as of                     ,         ] 

(b) 
 [Calculations of
Consolidated Leverage Ratio as of                     ,         ] 








 * * * CONFIDENTIAL * * * 

 

 [SCHEDULE II] 

[Customer List] 








 * * * CONFIDENTIAL * * * 

 

 SCHEDULE III 

Intercompany Loans 








 * * * CONFIDENTIAL * * * 

 

 [SCHEDULE IV] 

[Intellectual Property] 








 * * * CONFIDENTIAL * * * 

 

 [SCHEDULE V] 

[Calculation of EBITDA for the period of four fiscal quarters of the Company and its Subsidiaries ended
            ,         ] 
 [Calculation
of consolidated total assets of the Company and its Subsidiaries as at the last day of             ,         ] 

[Calculations demonstrating compliance with the limitations set forth in Section 5.13(a)(iii) of the Agreement] 








 * * * CONFIDENTIAL * * * 

 

 SCHEDULE VI 

Commercial Tort Claims 








 * * * CONFIDENTIAL * * * 

 

 SCHEDULE VII 

Letters of Credit 








 * * * CONFIDENTIAL * * * 

 

 SCHEDULE VIII 

Change of Mailing Address and Location 








 * * * CONFIDENTIAL * * * 

 

 Exhibit G 

FORM OF INTERCREDITOR AGREEMENT 

See attached. 








 * * * CONFIDENTIAL * * * 

 

 AMENDED AND RESTATED INTERCREDITOR AGREEMENT 

dated as of 
 December 12,
2014 
 among 
 JPMORGAN CHASE
BANK, N.A., 
 as Credit Agreement Administrative Agent, a Credit Agreement Collateral Agent, 

and a First-Priority Collateral Agent, 

JPMORGAN CHASE BANK, N.A., LONDON BRANCH, 

as a Credit Agreement Collateral Agent 

and a First-Priority Collateral Agent, 

WILMINGTON TRUST, NATIONAL ASSOCIATION, 

as Notes Collateral Agent and Second-Priority Collateral Agent, 

each Other First-Priority Representative from time to time party hereto, 

each Other Second-Priority Representative from time to time party hereto, 

COTT CORPORATION CORPORATION COTT, 

COTT BEVERAGES INC., 
 COTT
BEVERAGES LIMITED, 
 CLIFFSTAR LLC, 

DS SERVICES HOLDINGS, INC., 
 DS
SERVICES OF AMERICA, INC., 
 and 

The Subsidiaries of Cott Corporation Corporation Cott from time to time party hereto 








 * * * CONFIDENTIAL * * * 

 

 TABLE OF CONTENTS 

 

									
	 	  	 	  	Page	 
			
	Section 1.	  	Definitions	  	 	2	  
		  	1.1	    	Defined Terms	  	 	2	  
		  	1.2	    	Terms Generally	  	 	11	  
			
	Section 2.	  	Lien Priorities	  	 	11	  
		  	2.1	    	Subordination of Liens	  	 	11	  
		  	2.2	    	Prohibition on Contesting Liens	  	 	12	  
		  	2.3	    	No New Liens	  	 	12	  
		  	2.4	    	Perfection of Liens	  	 	13	  
		  	2.5	    	Nature of First-Priority Secured Party Claims	  	 	13	  
		  	2.6	    	Certain Cash Collateral	  	 	14	  
			
	Section 3.	  	Enforcement	  	 	14	  
		  	3.1	    	Exercise of Remedies	  	 	14	  
		  	3.2	    	Cooperation	  	 	16	  
		  	3.3	    	Second-Priority Collateral Agent and Second-Priority Secured Parties Waiver	  	 	17	  
		  	3.4	    	Actions Upon Breach	  	 	17	  
			
	Section 4.	  	Payments	  	 	18	  
		  	4.1	    	Application of Proceeds	  	 	18	  
		  	4.2	    	Payments Over	  	 	18	  
			
	Section 5.	  	Other Agreements	  	 	18	  
		  	5.1	    	Releases	  	 	18	  
		  	5.2	    	Insurance	  	 	19	  
		  	5.3	    	Amendments to Second-Priority Collateral Documents	  	 	20	  
		  	5.4	    	Rights as Unsecured Creditors	  	 	22	  
		  	5.5	    	First-Priority Collateral Agents as Gratuitous Bailees/Agents for Perfection	  	 	22	  
		  	5.6	    	Second-Priority Collateral Agent as Gratuitous Bailee/Agent for Perfection	  	 	24	  
		  	5.7	    	When Discharge of First-Priority Obligations Deemed to Not Have Occurred	  	 	26	  
		  	5.8	    	No Release Upon Discharge of First-Priority Obligations	  	 	27	  
			
	Section 6.	  	Insolvency or Liquidation Proceedings	  	 	27	  
		  	6.1	    	Financing Issues	  	 	27	  
		  	6.2	    	Relief from the Automatic Stay	  	 	27	  
		  	6.3	    	Adequate Protection	  	 	28	  
		  	6.4	    	Preference Issues	  	 	29	  
		  	6.5	    	Application	  	 	29	  
		  	6.6	    	506(c) Claims	  	 	29	  


  
 i 









 * * * CONFIDENTIAL * * * 

 


									
			6.7		Separate Grants of Security and Separate Classifications		 	30	  
			6.8		Section 1111(b)(2) Waiver		 	30	  
			6.9		Asset Sales		 	30	  
			6.10		Reorganization Securities		 	31	  
			6.11		No Waivers of Rights of First-Priority Secured Parties		 	31	  
			6.12		Post-Petition Interest		 	32	  
			6.13		Other Matters		 	32	  
			6.14		Filing of Motions		 	32	  
			
	Section 7.		Reliance; Waivers; Etc.		 	32	  
			7.1		Reliance		 	32	  
			7.2		No Warranties or Liability		 	33	  
			7.3		Obligations Unconditional		 	33	  
			7.4		No Waivers		 	34	  
			
	Section 8.		Miscellaneous		 	34	  
			8.1		Conflicts		 	34	  
			8.2		Continuing Nature of this Agreement; Severability		 	34	  
			8.3		Amendments; Waivers		 	35	  
			8.4		Information Concerning Financial Condition of the Company and the Subsidiaries		 	36	  
			8.5		Subrogation		 	36	  
			8.6		Application of Payments		 	36	  
			8.7		Consent to Jurisdiction; WAIVER OF JURY TRIAL; Other Waivers		 	37	  
			8.8		Notices		 	37	  
			8.9		Further Assurances		 	37	  
			8.10		Governing Law		 	38	  
			8.11		Binding on Successors and Assigns		 	38	  
			8.12		Specific Performance		 	38	  
			8.13		Section Titles		 	38	  
			8.14		Counterparts		 	38	  
			8.15		Authorization		 	38	  
			8.16		No Third Party Beneficiaries; Successors and Assigns		 	39	  
			8.17		Effectiveness		 	39	  
			8.18		First-Priority Representatives and Second-Priority Representatives		 	39	  
			8.19		Relative Rights		 	39	  
			8.20		Second-Priority Collateral Agent		 	40	  
			8.21		Joinder Requirements		 	40	  
			8.22		Intercreditor Agreements		 	41	  


  
 ii 









 * * * CONFIDENTIAL * * * 

 

 Exhibits and Schedule 
  

	


	Exhibit A	Form of Joinder Agreement (Other First-Priority Obligations) 


	Exhibit B	Form of Joinder Agreement (Other Second-Priority Obligations) 


	Exhibit C	Form of Joinder Agreement (New Grantor) 

  

	Schedule I	Subsidiary Parties 


  
 iii 









 * * * CONFIDENTIAL * * * 

 

 AMENDED AND RESTATED INTERCREDITOR AGREEMENT 

AMENDED AND RESTATED INTERCREDITOR AGREEMENT dated as of December 12, 2014, among JPMORGAN CHASE BANK, N.A.
(“Chase”), as Credit Agreement Administrative Agent, a Credit Agreement Collateral Agent, and a First-Priority Collateral Agent, JPMORGAN CHASE BANK, N.A., LONDON BRANCH, as a Credit Agreement Collateral Agent and a
First-Priority Collateral Agent, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Notes Collateral Agent and Second-Priority Collateral Agent, each additional Other First-Priority Representative and Other Second-Priority Representative that from time to
time becomes a party hereto pursuant to Section 8.21, COTT CORPORATION CORPORATION COTT, a corporation organized under the laws of Canada (the “Company”), COTT BEVERAGES INC., a Georgia corporation
(“Cott Beverages”), CLIFFSTAR LLC, a Delaware limited liability company (“Cliffstar”), COTT BEVERAGES LIMITED, a company organized under the laws of England and Wales (“CBL”),
DS SERVICES OF AMERICA, INC., a Delaware corporation (formerly known as DS Waters of America, Inc.) (“DS Services”), DS SERVICES HOLDINGS, INC., a Delaware corporation (formerly known as DS Waters Enterprises, Inc.)
(“DS Holdings”), and each Subsidiary of the Company listed on Schedule I hereto or that otherwise becomes a party hereto pursuant to Section 8.21. 

A. DS Services is party to an asset based lending facility (the “Existing ABL”) and a term loan (the
“Existing Term Loan”), each dated August 30, 2013, in connection with which it entered into intercreditor agreements, each dated as of August 30, 2013 (the “Existing Intercreditor
Agreements”) that govern the relative priority of the liens securing DS Services’ obligations under the Existing ABL, the Existing Term Loan, its existing 10.000% Second-Priority Senior Secured Notes due 2021, and other
obligations. In connection with the repayment of the obligations and the termination of the commitments under the Existing ABL and the Existing Term Loan and the entry into the Credit Agreement (as defined below), the Existing Intercreditor
Agreements are being amended and restated by way of this Amended and Restated Intercreditor Agreement. 
 B. The Company, Cott Beverages,
Cliffstar, CBL and DS Services, as borrowers, the other loan parties party thereto from time to time, the lenders party hereto from time to time, JPMorgan Chase Bank, N.A., as administrative agent and administrative collateral agent, the other
agents from time to time party thereto, and the other parties from time to time party thereto are party to the Credit Agreement, dated as of the date hereof (as amended, restated, supplemented, Refinanced, or otherwise modified from time to time,
the “Credit Agreement”). 
 C. The Credit Agreement is included in the definition of “New Credit
Agreement” under the Notes Indenture (as defined below), and the Credit Agreement Secured Obligations of the Company and certain of its Subsidiaries under the Credit Agreement and the Credit Agreement Documents constitute Credit
Agreement Secured Obligations and First-Priority Obligations hereunder. 
 D. DS Services, as issuer, the Company, Cott Beverages,
Cliffstar, CBL and DS Services, and certain of their Subsidiaries and Wilmington Trust, National Association, as trustee and collateral agent, are party to that certain Indenture, dated as of August 30, 2013, among DS Services of America, Inc.,
the guarantors party thereto and Wilmington Trust, 








 * * * CONFIDENTIAL * * * 

 

 
National Association, as trustee and collateral agent, as amended by the Supplemental Indenture dated as of August 30, 2013, that certain Second Supplemental Indenture dated as of
December 2, 2014 and that certain Third Supplemental Indenture dated as of December 12, 2014 (as the foregoing are amended, restated, supplemented or otherwise modified from time to time, the “Notes Indenture”)
pursuant to which the 10.000% Second Priority Senior Secured Notes due 2021 were originally issued on August 30, 2013. The Obligations of the Company and certain of its Subsidiaries under the Notes Indenture and the other Notes Documents
constitute Notes Obligations and Second-Priority Obligations hereunder.  
 Accordingly, in consideration of the foregoing,
the mutual covenants and obligations herein set forth and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: 

Section 1. Definitions. 

1.1 Defined Terms. As used in this Agreement, the following terms have the meanings specified
below: 
 “Agreement” shall mean this Intercreditor Agreement, as amended, restated, renewed, extended, supplemented
or otherwise modified from time to time in accordance with the terms hereof. 
 “Bankruptcy Law” shall mean Title 11
of the United States Code and any similar federal, state or foreign law for the relief of debtors, and any other applicable insolvency or other similar law of any jurisdiction, including any law of any jurisdiction permitting a debtor to obtain a
stay or a compromise of the claims of its creditors against it and including any rules and regulations pursuant thereto, and including any provision for arrangement of debt obligations under applicable constating corporate laws. 

“Business Day” shall mean any day other than a Saturday, a Sunday or a day that is a legal holiday under the laws of
the State of New York or on which banking institutions in the State of New York are required or authorized by law or other governmental action to close. 

“Cash Management Obligations” means, with respect to any Person, any and all obligations of such Person, whether
absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with the following banking services:
(a) commercial credit cards, (b) stored value cards and (c) treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository
network services), including all “Banking Services Obligations”, as defined in the Credit Agreement, or any equivalent term under any future Credit Agreement. 

“CBL” shall have the meaning set forth in the preamble. 

“Chase” shall have the meaning set forth in the preamble. 

  
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 “Cliffstar” shall have the meaning set forth in the preamble.

 “Common Collateral” means all of the assets of any Grantor, whether real, personal or mixed, constituting both
First-Priority Collateral and Second-Priority Collateral. 
 “Company” shall have the meaning set forth in the
preamble. 
 “Comparable Second-Priority Collateral Document” shall mean, in relation to any Common
Collateral subject to any Lien created under any First-Priority Collateral Document, those Second-Priority Collateral Documents that create a Lien on the same Common Collateral, granted by the same Grantor. 

“Cott Beverages” shall have the meaning set forth in the preamble. 

“Credit Agreement” shall have the meaning set forth in the recitals. 

“Credit Agreement Administrative Agent” shall mean Chase, in its capacity as administrative agent under the Credit
Agreement and the other Credit Agreement Documents, and its permitted successors in such capacity, or any other Person acting in an equivalent capacity under any future Credit Agreement. 

“Credit Agreement Collateral” shall mean all of the assets of any Grantor, whether now owned or hereafter acquired by
any Grantor, whether real, personal or mixed, in which a Lien is granted or purported to be granted to any Credit Agreement Secured Party as security for any Credit Agreement Secured Obligations. 

“Credit Agreement Collateral Agents” shall mean (i) JPMorgan Chase Bank, N.A., London Branch, as UK security
trustee, and (ii) Chase, as administrative collateral agent, in each case under the Credit Agreement Documents, together with its successors and permitted assigns under the Credit Agreement Documents exercising substantially the same rights and
powers, or any other Person or Persons acting in an equivalent capacity under any future Credit Agreement Documents. 
 “Credit
Agreement Collateral Documents” means all “Collateral Documents” as defined in the Credit Agreement (or any equivalent term under any future Credit Agreement), and any other documents now existing or entered into
after the date hereof that create (or purport to create) Liens on any assets or properties of any Grantor to secure any Credit Agreement Secured Obligations, in each case as the same may be amended, restated, supplemented or otherwise modified from
time to time in accordance with the terms thereof. 
 “Credit Agreement Documents” means the Credit Agreement, the
Credit Agreement Collateral Documents and the other “Loan Documents” as defined in the Credit Agreement (or any equivalent term under any future Credit Agreement), in each case as the same may be amended, restated,
supplemented or otherwise modified from time to time in accordance with the terms thereof. 
 “Credit Agreement
Obligations” means (i) all “Secured Obligations” as such term is defined in the Credit Agreement (including any Post-Petition Interest), and (ii) all other 

  
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obligations to pay principal, premium, if any, and interest (including any Post-Petition Interest) when due and payable, and all other amounts due or to become due under or in connection with the
Credit Agreement Documents and the performance of all other Obligations of the obligors thereunder to the lenders and agents under the Credit Agreement Documents, according to the respective terms thereof. 

“Credit Agreement Secured Obligations” means, collectively, (i) the Credit Agreement Obligations
and (ii) any First-Priority Cash Management Obligations and First-Priority Hedging Obligations included in the term “Secured Obligations” as defined in the Credit Agreement. To the extent any payment with respect to any Credit
Agreement Secured Obligation (whether by or on behalf of any Grantor, as proceeds of security, enforcement of any right of setoff or otherwise) is declared to be a fraudulent conveyance, a preference, a transfer for undervalue or equivalent or
similar transaction under the laws of any jurisdiction in any respect, set aside or required to be paid to a debtor in possession, any Second-Priority Secured Party, receiver, trustee in bankruptcy or similar Person, then the obligation or part
thereof originally intended to be satisfied shall, for the purposes of this Agreement and the rights and obligations of the Credit Agreement Secured Parties and the Second-Priority Secured Parties, be deemed to be reinstated and outstanding as if
such payment had not occurred. 
 “Credit Agreement Secured Parties” means the
“Secured Parties” as defined in the Credit Agreement (or any equivalent term under any future Credit Agreement).  

“Deposit Account” shall have the meaning set forth in the Uniform Commercial Code.  

“Deposit Account Collateral” shall mean that part of the Common Collateral (if any) comprised of or
contained in Deposit Accounts or Securities Accounts.  
 “DIP Financing” shall have the
meaning set forth in Section 6.1.  
 “Discharge of First-Priority
Obligations” shall mean, except to the extent otherwise provided in Section 5.7, the first date on which (a) the First-Priority Obligations (except for contingent indemnities and cost and reimbursement obligations to
the extent no claim has been made) have been indefeasibly paid in cash in full (or cash collateralized or defeased in accordance with the terms of the First-Priority Documents), (b) all commitments to extend credit under the First-Priority
Documents have been terminated, (c) there are no outstanding letters of credit or similar instruments issued under the First-Priority Documents (other than such as have been cash collateralized or defeased in accordance with the terms of the
First-Priority Documents), and (d) the First-Priority Collateral Agent and each other First-Priority Representative has delivered a written notice to the Second-Priority Representative stating that the events described in clauses (a),
(b) and (c) have occurred to the satisfaction of the First-Priority Secured Parties. 
 “DS
Holdings” shall have the meaning set forth in the preamble.  
 “DS
Services” shall have the meaning set forth in the preamble.  

  
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 “First-Priority Cash Management Obligations” means any
Cash Management Obligations secured by or purported to be secured by any Common Collateral under the First-Priority Collateral Documents.  

“First-Priority Collateral” shall mean the Credit Agreement Collateral and all of the assets of any
Grantor, whether now owned or hereafter acquired by any Grantor, whether real, personal or mixed, in which a Lien is granted or purported to be granted to any Other First-Priority Secured Party as security for any Other First-Priority Obligations.
 
 “First-Priority Collateral Agent” shall mean (a) at any time the Credit
Agreement is in effect, the Credit Agreement Collateral Agents and (b) at any other time, such agent, representative or trustee (or Person acting in an equivalent capacity) as is designated “First-Priority Collateral
Agent” by the First-Priority Secured Parties pursuant to the terms of the First-Priority Documents.  

“First-Priority Collateral Documents” means (a) the Credit Agreement Collateral Documents and
(b) any documents now existing or entered into after the date hereof that create (or purport to create) Liens on any assets or properties of any Grantor to secure any First-Priority Cash-Management Obligations, First-Priority Hedging
Obligations or any Other First-Priority Obligations.  
 “First-Priority Credit
Documents” means (a) the Credit Agreement Documents and (b) any Other First-Priority Documents. 

“First-Priority Documents” means (a) the Credit Agreement Documents, (b) the Other
First-Priority Documents, and (c) each agreement, document or instrument providing for or evidencing a First-Priority Hedging Obligation or First-Priority Cash Management Obligation, in each case as the same may be amended, restated,
supplemented or otherwise modified from time to time in accordance with the terms thereof.  

“First-Priority Hedging Obligations” means any Hedging Obligations secured by or purported to be secured
by any Common Collateral under the First-Priority Collateral Documents.  
 “First-Priority
Obligations” means (a) the Credit Agreement Secured Obligations, (b) the Other First-Priority Obligations, and (c) the First-Priority Hedging Obligations and First-Priority Cash Management Obligations (including without
limitation any Post-Petition Interest thereon) (which, in the case of Other First-Priority Obligations, shall be deemed to be part of the Series of Other First-Priority Obligations to which they relate to the extent provided in the applicable Other
First-Priority Document). 
 “First-Priority Representatives” shall mean (a) in the
case of the Credit Agreement Secured Obligations, the Credit Agreement Administrative Agent and (b) in the case of any Series of First-Priority Obligations, the Other First-Priority Representative with respect thereto. The term
“First-Priority Representatives” shall include the First-Priority Collateral Agents as the context requires.  

  
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 “First-Priority Secured Parties” shall mean
(a) the Credit Agreement Secured Parties and (b) the Other First-Priority Secured Parties, including the First-Priority Representatives and the First Priority Collateral Agents. 

“Grantors” shall mean the Company and each of its Subsidiaries that has executed and delivered a
First-Priority Collateral Document or a Second-Priority Collateral Document.  
 “Hedging
Obligations” means, with respect to any Person, any and all obligations of such Person, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and
modifications thereof and substitutions therefor), under (a) any agreement with respect to (i) the purchase of any commodity (including, without limitation, resin) used or consumed in the ordinary course of the Company’s business
(including any commodity sold by the Company or any of its Subsidiaries directly to a vendor solely for the purpose of being used or consumed to manufacture products of the Company or any of its Subsidiaries in the ordinary course of such
vendor’s business), in each case by any Grantor and (ii) any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt
instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar
plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Company or any of its Subsidiaries shall be an agreement in respect of Hedging Obligations and (b) any
and all cancellations, buy backs, reversals, terminations or assignments of any transaction described in clause (a) of this definition, including all “Swap Agreement Obligations”, as defined in the Credit Agreement, or any equivalent
term under any future Credit Agreement. 
 “Insolvency or Liquidation Proceeding” shall
mean (a) any voluntary or involuntary case or proceeding under any Bankruptcy Law with respect to any Grantor, (b) any other voluntary or involuntary insolvency, administration, reorganization, arrangement of debt obligations under
constating corporate statutes or bankruptcy case or proceeding, or any receivership, liquidation, administration, reorganization or other similar case or proceeding with respect to any Grantor or with respect to any of its assets, (c) any
liquidation, dissolution, reorganization, administration or winding up of any Grantor whether voluntary or involuntary and whether or not involving insolvency or bankruptcy (except for any voluntary liquidation, dissolution or other winding up to
the extent expressly permitted by the applicable First-Priority Documents and Second-Priority Documents) or (d) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Grantor.  

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, hypothecation,
pledge, charge, security interest or encumbrance in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease, statutory trust or title retention agreement (or any financing lease having
substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.  

  
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 “Notes Collateral” shall mean all of the assets of any
Grantor, whether now owned or hereafter acquired by any Grantor, whether real, personal or mixed, in which a Lien is granted or purported to be granted to any Notes Secured Party as security for any Notes Obligations.  

“Notes Collateral Agent” shall mean Wilmington Trust, National Association, in its capacity as
collateral agent under the Notes Indenture and the Notes Collateral Documents, and its permitted successors in such capacity.  

“Notes Collateral Agreement” means the Amended and Restated Collateral Agreement (Second Lien) dated as
of the date hereof, among the Company, certain of its Subsidiaries and the Notes Collateral Agent, as amended, restated, supplemented or modified from time to time.  

“Notes Collateral Documents” means the Notes Collateral Agreement, and any documents now existing or
entered into after the date hereof that create (or purport to create) Liens on any assets or properties of any Grantor to secure any Notes Obligations, in each case as the same may be amended, restated, supplemented or otherwise modified from time
to time in accordance with the terms thereof.  
 “Notes Documents” shall mean
(a) the Notes Indenture and the Notes Collateral Documents and (b) any other related document or instrument executed and delivered pursuant to any Notes Document described in clause (a) above evidencing or governing any Obligations
thereunder, in each case as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof.  

“Notes Indenture” shall have the meaning set forth in the recitals.  

“Notes Obligations” means all “Obligations” (as such term is defined in the
Notes Indenture) of the Company and other obligors under the Notes Indenture or any of the other Notes Documents, and all other obligations to pay principal, premium, if any, and interest (including without limitation any Post-Petition Interest)
when due and payable, and all other amounts due or to become due under or in connection with the Notes Documents and the performance of all other Obligations of the obligors thereunder to the Notes Secured Parties under the Notes Documents,
according to the respective terms thereof. 
 “Notes Secured Parties” shall mean the
holders of any Notes Obligations, including the Trustee and the Notes Collateral Agent.  

“Obligations” means any principal, interest (including without limitation any Post-Petition Interest),
premium, penalties, fees indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and bankers’ acceptances and interest thereon (including without limitation any Post-Petition Interest)), damages
and other liabilities payable under the documentation governing any indebtedness; provided, that Obligations with respect to the Notes Obligations shall not include fees or indemnifications in favor of third parties other than the Trustee,
the Notes Collateral Agent and the Notes Secured Parties. 

  
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 “Other First-Priority Collateral Agent” means, with
respect to any Series of Other First-Priority Obligations, any Other First-Priority Representative that acts in the capacity of a collateral agent (or in an equivalent capacity) with respect thereto.  

“Other First-Priority Documents” means each of the agreements, documents and instruments providing for,
evidencing or securing (or purporting to secure) any Other First-Priority Obligations of the Grantors and any other related document or instrument executed or delivered pursuant to any Other First-Priority Document at any time or otherwise
evidencing or securing (or purporting to secure) any indebtedness or other obligations arising under any Other First-Priority Document, in each case as the same may be amended, restated, supplemented, Refinanced or otherwise modified from time to
time in accordance with the terms thereof.  
 “Other First-Priority Obligations” means
any indebtedness or Obligations (other than Credit Agreement Secured Obligations) of the Grantors that are to be secured with a Lien on the Collateral senior to the Liens securing the Notes Obligations and are designated by the Company as Other
First-Priority Obligations hereunder; provided, however, that the requirements set forth in Section 8.21 shall have been satisfied. 

“Other First-Priority Representative” means, with respect to any Series of Other First-Priority
Obligations or any separate facility within such Series, the Person elected, designated or appointed as the administrative agent, trustee or other representative of such Series or facility by or on behalf of the holders of such Series or facility,
and its respective successors in substantially the same capacity as may from time to time be appointed.  

“Other First-Priority Secured Parties” shall mean the Persons holding Other First-Priority Obligations,
including the Other First-Priority Representatives.  
 “Other Second-Priority Collateral
Agent” with respect to any Series of Other Second-Priority Obligations, any Other Second-Priority Representative that acts in the capacity of a collateral agent (or in an equivalent capacity) with respect thereto.  

“Other Second-Priority Documents” means each of the agreements, documents and instruments providing for,
evidencing or securing (or purporting to secure) any Other Second-Priority Obligations and any other related document or instrument executed or delivered pursuant to any Other Second-Priority Document at any time or otherwise evidencing or securing
(or purporting to secure) any indebtedness arising under any Other Second-Priority Document, in each case as the same may be amended, restated, supplemented, Refinanced or otherwise modified from time to time in accordance with the terms thereof.
 
 “Other Second-Priority Obligations” means (a) all
“Obligations” as defined in the Notes Indenture (other than the Notes Obligations) and (b) any other any indebtedness or Obligations (other than the Notes Obligations) of any Grantors that are to be equally and ratably
secured with the Notes Obligations and are designated by the Company as Other Second-Priority Obligations hereunder; provided, however, that with respect to this clause (b), the requirements set forth in Section 8.21 shall
have been satisfied.  
 “Other Second-Priority Representative” means, with respect to
any Series of Other Second-Priority Obligations or any separate facility within such Series, the Person elected,  

  
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designated or appointed as the administrative agent, trustee or other representative of such Series or facility by or on behalf of the holders of such Series or facility, and its respective
successors in substantially the same capacity as may from time to time be appointed. 
 “Other Second-Priority
Secured Parties” shall mean the Persons holding Other Second-Priority Obligations, including the Other Second-Priority Representatives.  

“Person” means any natural person, corporation, business trust, joint venture, association, company,
partnership, limited liability company or government, individual or family trusts, or any agency or political subdivision thereof.  

“Plan of Reorganization” means any plan of reorganization, plan of liquidation, agreement for
composition, or other type of plan of arrangement proposed in or in connection with any Insolvency or Liquidation Proceeding.  

“Pledged Collateral” shall mean the Common Collateral to the extent that possession thereof is necessary
to perfect a Lien thereon under the Uniform Commercial Code. 
 “Post-Petition Interest”
means any interest or entitlement to fees or expenses or other charges that accrues (or which would have accrued but for the commencement of any Insolvency or Liquidation Proceeding) after the commencement of any Insolvency or Liquidation
Proceeding, whether or not allowed or allowable in any such Insolvency or Liquidation Proceeding. 

“Recovery” shall have the meaning set forth in Section 6.4.  

“Refinance” shall mean, in respect of any indebtedness, to refinance, extend, renew, defease, amend,
increase, modify, supplement, restructure, refund, replace or repay, or to issue other indebtedness or enter into alternative financing arrangements, in exchange or replacement for such indebtedness (in whole or in part), including by adding or
replacing lenders, creditors, agents, borrowers and/or guarantors, and including in each case, but not limited to, after the original instrument giving rise to such indebtedness has been terminated and including, in each case, through any credit
agreement, indenture or other agreement. “Refinanced” and “Refinancing” have correlative meanings. 

“Required Lenders” shall mean, with respect to any First-Priority Credit Document, those First-Priority
Secured Parties the approval of which is required to approve an amendment or modification of, termination or waiver of any provision of or consent to any departure from such First-Priority Credit Document (or would be required to effect such consent
under this Agreement if such consent were treated as an amendment of such First-Priority Credit Document).  

“Second-Priority Collateral” shall mean the Notes Collateral and all of the assets of any Grantor,
whether now owned or hereafter acquired by any Grantor, whether real, personal or mixed, in which a Lien is granted or purported to be granted to any Other Second-Priority Secured Party as security for any Other Second-Priority Obligations. 


  
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 “Second-Priority Collateral Agent” shall mean such
agent or trustee (or Person acting in an equivalent capacity) as is designated “Second-Priority Collateral Agent” by Second-Priority Secured Parties holding a majority in principal amount of the Second-Priority Obligations then
outstanding; it being understood that as of the date of this Agreement, the Notes Collateral Agent shall be so designated Second-Priority Collateral Agent.  

“Second-Priority Collateral Documents” shall mean (a) the Notes Collateral Documents and
(b) any documents now existing or entered into after the date hereof that create (or purport to create) Liens on any assets or properties of any Grantor to secure any Other Second-Priority Obligations.  

“Second-Priority Credit Documents” shall mean (a) the Notes Indenture and (b) the Other
Second-Priority Documents.  
 “Second-Priority Documents” shall mean (a) the Notes
Documents and (b) the Other Second-Priority Documents.  
 “Second-Priority Lien”
shall mean any Lien on any assets of the Company or any other Grantor securing (or purporting to secure) any Second-Priority Obligations.  

“Second-Priority Obligations” means (a) the Notes Obligations, (b) the Other Second-Priority
Obligations and (c) all other Obligations in respect of, or arising under, the Second-Priority Obligations Documents, including all fees and expenses of the collateral agent (or Person acting in an equivalent capacity) for any Other
Second-Priority Obligations and shall include any Post-Petition Interest thereon.  

“Second-Priority Representatives” shall mean (a) in the case of the Notes Obligations, the Notes
Collateral Agent and (b) in the case of any Series of Other Second-Priority Obligations, the Other Second-Priority Representative with respect thereto. The term “Second-Priority Representatives” shall include the
Second-Priority Collateral Agent as the context requires.  
 “Second-Priority Secured
Parties” shall mean (a) the Notes Secured Parties and (b) the Other Second-Priority Secured Parties, including the Second-Priority Representatives and the Second-Priority Collateral Agent.  

“Secured Parties” means the First-Priority Secured Parties and the Second-Priority Secured Parties.
 
 “Securities Account” shall have the meaning set forth in the Uniform Commercial
Code.  
 “Series” means (a) the Credit Agreement Secured Obligations and each
series of Other First-Priority Obligations, each of which shall constitute a separate Series of First-Priority Obligations, except that to the extent that the Credit Agreement Secured Obligations and/or any one or more series of such Other
First-Priority Obligations (i) are secured by identical collateral held by a common collateral agent and (ii) have their security interests documented by a single set of security documents, such Credit Agreement Secured Obligations and/or
each such series of  

  
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Other First-Priority Obligations shall collectively constitute a single Series and (b) the Notes Obligations and each series of Other Second-Priority Obligations, each of which shall
constitute a separate Series Second-Priority Obligations, except that to the extent that the Notes Obligations and/or any one or more series of such Other Second-Priority Obligations (i) are secured by identical collateral held by a common
collateral agent and (ii) have their security interests documented by a single set of security documents, such Notes Obligations and/or each such series of Other Second-Priority Obligations shall collectively constitute a single Series. 

“Subsidiary” means any “subsidiary”, as defined in the Credit Agreement, and,
with respect to any person (herein referred to as the “parent”), any corporation, partnership, association or other business entity (a) of which securities or other ownership interests representing more than 50% of the
equity or more than 50% of the ordinary voting power or more than 50% of the general partnership interests are, at the time any determination is being made, directly or indirectly, owned, Controlled or held, or (b) that is, at the time any
determination is made, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.  

“Trustee” means Wilmington Trust, National Association, as trustee for the noteholders under the Notes
Indenture, together with its successors or co-agents or co-trustees in substantially the same capacity as may from time to time be appointed.  

“Uniform Commercial Code” or “UCC” shall mean the Uniform Commercial Code as
from time to time in effect in the State of New York.  
 1.2 Terms Generally. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and
“including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise
(a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified in
accordance with this Agreement, (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of
similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Sections shall be construed to refer to Sections of this Agreement and (e) the words
“asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.  

Section 2. Lien Priorities. 

2.1 Subordination of Liens. Notwithstanding the date, time, manner or order of filing, registration or recordation of any document or
instrument (including any financing statement) or grant, attachment or perfection of any Liens granted to the Second-Priority Secured Parties on the Common Collateral or of any Liens granted to the First-Priority Secured Parties on the Common
Collateral (or any actual or alleged defect in any of the foregoing), and  

  
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notwithstanding any provision of the UCC, or any applicable law or the Second-Priority Documents or the First-Priority Documents or any other circumstance whatsoever (including any non-perfection
of any Lien purporting to secure the First-Priority Obligations and/or the Second-Priority Obligations), each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, hereby agrees that: (a) any
Lien on the Common Collateral securing any First-Priority Obligations now or hereafter held by or on behalf of any First-Priority Secured Parties or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of
law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Common Collateral securing any Second-Priority Obligations, (b) any Lien on the Common Collateral securing any Second-Priority
Obligations now or hereafter held by or on behalf of any Second-Priority Secured Parties or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and
subordinate in all respects to all Liens on the Common Collateral securing any First-Priority Obligations and (c) with respect to any Second-Priority Obligations (and as among the Second-Priority Secured Parties), the Liens on the Common
Collateral securing any Second-Priority Obligations now or hereafter held by or on behalf of any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or
otherwise, shall rank equally and ratably in all respects, subject to the terms of the Second-Priority Documents. All Liens on the Common Collateral securing any First-Priority Obligations shall be and remain senior in all respects and prior to all
Liens on the Common Collateral securing any Second-Priority Obligations for all purposes, whether or not such Liens securing any First-Priority Obligations are subordinated to any Lien securing any other obligation of the Company, any other Grantor
or any other Person. 
 2.2 Prohibition on Contesting Liens. Each Second-Priority Representative, for itself and on behalf of each
applicable Second-Priority Secured Party, and each First-Priority Representative, for itself and on behalf of each applicable First-Priority Secured Party, agrees that it shall not (and hereby waives any right to) contest or support any other Person
in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority, or enforceability of (a) a Lien securing any First-Priority Obligations held (or purported to be held) by or on
behalf of any of the First-Priority Secured Parties or any agent or trustee therefor in any First-Priority Collateral or (b) a Lien securing any Second-Priority Obligations held (or purported to be held) by or on behalf of any Second-Priority
Secured Party in the Common Collateral, as the case may be; provided, however, that nothing in this Agreement shall be construed to prevent or impair the rights of any First-Priority Secured Party or any agent or trustee therefor to
enforce this Agreement (including the priority of the Liens securing the First-Priority Obligations as provided in Section 2.1) or any of the First-Priority Documents. 

2.3 No New Liens. Subject to Section 11.04 of the Notes Indenture and the corresponding provision of any other Second-Priority
Credit Document, so long as the Discharge of First-Priority Obligations has not occurred, the parties hereto agree that, after the date hereof, (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any
Grantor to secure any Second-Priority Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the First-Priority Obligations, and (b) if any Second-Priority Representative
or any other Second-Priority Secured 

  
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Party shall acquire or hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Obligations that are not also subject to the first-priority Lien in respect of
the First-Priority Obligations under the First-Priority Documents, such Second-Priority Representative or such other Second-Priority Secured Party (i) shall notify the First-Priority Representatives promptly upon becoming aware thereof and,
unless such Grantor shall promptly grant a similar Lien on such asset to each applicable First-Priority Representative as security for the applicable First-Priority Obligations, will (unless the First-Priority Collateral Agent shall agree to defer
the same) either (x) release such Lien or (y) assign such Lien to the applicable First-Priority Collateral Agent (and/or its designee) as security for all First-Priority Obligations for the benefit of the all First-Priority Secured Parties
(and, in the case of an assignment, each Second-Priority Representative may retain a junior lien on such assets subject to the terms hereof) and (ii) until such release, assignment or such grant of a similar Lien to each First-Priority
Representative or the applicable First-Priority Collateral Agent (and/or its designee), shall be deemed to hold and have held in trust such Lien for the benefit of each First-Priority Representative and the other First-Priority Secured Parties as
security for the First-Priority Obligations. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the First-Priority Secured Parties, the Second-Priority
Representative on its behalf and on behalf of the other Second-Priority Secured Parties, agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3
shall be subject to Section 4. Subject to Section 11.04 of the Notes Indenture and the corresponding provision of any Second-Priority Credit Document, each Second-Priority Representative agrees that, after the date hereof, if it
shall hold any Lien on any assets of the Company or any other Grantor securing any Second-Priority Obligations that are not also subject to the Lien in favor of each other Second-Priority Representative such Second-Priority Representative shall
notify any other Second-Priority Representative promptly upon becoming aware thereof. 
 2.4 Perfection of Liens. None of the
First-Priority Secured Parties shall be responsible for perfecting and maintaining the perfection of Liens with respect to the Common Collateral for the benefit of the Second-Priority Secured Parties. The provisions of this Agreement are intended
solely to govern the respective Lien priorities as between the First-Priority Secured Parties and the Second-Priority Secured Parties and shall not impose on the First-Priority Secured Parties or the Second-Priority Secured Parties or any agent or
trustee therefor any obligations in respect of the disposition of proceeds of any Common Collateral which would conflict with prior perfected claims therein in favor of any other Person or any order or decree of any court or governmental authority
or any applicable law. 
 2.5 Nature of First-Priority Secured Party Claims. Each Second-Priority Representative, for itself and on
behalf of each applicable Second-Priority Secured Party, acknowledges that (a) all or a portion of the First-Priority Obligations may be revolving in nature and that the amount thereof that may be outstanding at any time or from time to time
may be increased or reduced and subsequently reborrowed, (b) the terms of the First-Priority Documents and the First-Priority Obligations may be amended, restated, supplemented, extended or otherwise modified, and the First-Priority
Obligations, or a portion thereof, may be Refinanced from time to time and (c) the aggregate amount of the First-Priority Obligations may be increased, in each case, without notice to or consent by any Second-Priority Representatives or any
Second-Priority Secured Parties and without affecting the provisions hereof. The Lien 

  
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priorities provided for in Section 2.1 shall not be altered or otherwise affected by any amendment, supplement, extension or other modification, or any Refinancing, of either the
First-Priority Obligations or the Second-Priority Obligations, or any portion thereof. As between the Company and the other Grantors party to the Second-Priority Credit Documents and the Second-Priority Secured Parties, the foregoing provisions will
not limit or otherwise affect the obligations of the Company and such Grantors contained in any Second-Priority Document with respect to the incurrence of additional First-Priority Obligations. 

2.6 Certain Cash Collateral. Notwithstanding anything in this Agreement or any other First-Priority Documents or Second-Priority
Documents to the contrary, collateral consisting of cash and cash equivalents pledged to secure the Credit Agreement Secured Obligations consisting of reimbursement obligations in respect of Letters of Credit (as defined in the Credit Agreement) or
otherwise held by the Credit Agreement Administrative Agent pursuant to the Credit Agreement (or any equivalent successor provision or arrangement under any Refinancing thereof or any future Credit Agreement) shall be applied as specified in the
Credit Agreement and will not constitute Common Collateral. 
 Section 3. Enforcement. 

3.1 Exercise of Remedies. 

(a) So long as the Discharge of First-Priority Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been
commenced by or against the Company or any other Grantor, (i) no Second-Priority Representative or any Second-Priority Secured Party will (x) exercise or seek to exercise any rights or remedies (including setoff) with respect to any Common
Collateral in respect of any applicable Second-Priority Obligations, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (y) contest, protest or object to any foreclosure
proceeding or action brought with respect to the Common Collateral by any First-Priority Collateral Agent or any First-Priority Secured Party in respect of the First-Priority Obligations, the exercise of any right by any First-Priority Collateral
Agent or any First-Priority Secured Party (or any agent or sub-agent on their behalf) in respect of the First-Priority Obligations under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or
arrangement to which any First-Priority Representative or any First-Priority Secured Party either is a party or may have rights as a third party beneficiary, or any other exercise by any such party, of any rights and remedies relating to the Common
Collateral under the First-Priority Documents or otherwise in respect of First-Priority Obligations, or (z) object to the forbearance by the First-Priority Secured Parties from bringing or pursuing any foreclosure proceeding or action or any
other exercise of any rights or remedies relating to the Common Collateral in respect of First-Priority Obligations and (ii) except as otherwise provided in the proviso to this clause (ii) of Section 3.1(a), the First-Priority
Collateral Agents and the First-Priority Secured Parties shall have the exclusive right to enforce rights, exercise remedies (including setoff and the right to credit bid their debt), institute actions or proceedings and make determinations
regarding the release, disposition or restrictions with respect to the Common Collateral without any consultation with or the consent of any Second-Priority Representative or any Second-Priority Secured Party, and shall have the exclusive right to
determine and direct the time, method, order, manner and place for enforcing or exercising such right or remedy or instituting or conducting 

  
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any proceeding with respect thereto; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company or any other Grantor, each
Second-Priority Representative may file a claim or statement of interest with respect to the applicable Second-Priority Obligations and (B) each Second-Priority Representative may take any action (not adverse to the prior Liens on the Common
Collateral securing the First-Priority Obligations, or the rights of the First-Priority Collateral Agents or the First-Priority Secured Parties to exercise remedies or to institute actions or proceedings in respect thereof) in order to create,
prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the Common Collateral. In exercising rights and remedies or instituting actions or proceedings with respect to the First-Priority
Collateral, the First-Priority Collateral Agents and the First-Priority Secured Parties may enforce the provisions of the First-Priority Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the
exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent, receiver, interim receiver or receiver and manager appointed by them or upon their application to sell or otherwise dispose of Common Collateral
upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under the
Bankruptcy Law of any applicable jurisdiction. 
 (b) So long as the Discharge of First-Priority Obligations has not occurred, each
Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, agrees that it will not take or receive any Common Collateral or any proceeds of Common Collateral in connection with the exercise of any right or
remedy (including setoff) with respect to any Common Collateral in respect of the applicable Second-Priority Obligations. Without limiting the generality of the foregoing, unless and until the Discharge of First-Priority Obligations has occurred,
except as expressly provided in the proviso in clause (ii) of Section 3.1(a), the sole right of the Second-Priority Representatives and the Second-Priority Secured Parties with respect to the Common Collateral is to hold a Lien on
the Common Collateral in respect of the applicable Second-Priority Obligations pursuant to the Second-Priority Documents, as applicable, for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after
the Discharge of First-Priority Obligations has occurred. 
 (c) Subject to the proviso in clause (ii) of Section 3.1(a), each
Second-Priority Representative, for itself and on behalf of each applicable Second-Priority Secured Party (i) agrees that no Second-Priority Representative or Second-Priority Secured Party will contest, oppose, object to, or take any other
action that would interfere with, hinder or delay, in any manner, any exercise of remedies or the conduct of any actions or proceedings undertaken by any First-Priority Collateral Agent or any First-Priority Secured Parties with respect to the
Common Collateral under the First-Priority Documents, including any sale, lease, exchange, transfer or other disposition of the Common Collateral, whether by foreclosure or otherwise, (ii) hereby waives any and all rights it or any
Second-Priority Secured Party may have as a junior lien creditor or otherwise to direct any First-Priority Representative or any other First-Priority Secured Party to exercise any right or remedy or power with respect to the Common Collateral or
pursuant to the First-Priority Collateral Documents or consent or object to the exercise by the First-Priority Collateral Agent or any First-Priority Secured Party of any right, remedy or power with respect to the Common Collateral or pursuant to
the First-Priority Collateral Documents or 

  
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to the timing or manner in which any such right is exercised or not exercised (including to enforce or collect the First-Priority Obligations or the Liens granted in any of the First-Priority
Collateral), regardless of whether any action or failure to act by or on behalf of any First-Priority Collateral Agent or any First-Priority Secured Parties is adverse to the interests of the Second-Priority Secured Parties, (iii) agrees that
no Second-Priority Representative or Second-Priority Secured Party will take or cause to be taken any action, the purpose or effect of which is to make any Lien in respect of any Second-Priority Obligation pari passu with or senior to, or to
give any Second-Priority Secured Party any preference or priority relative to, the Liens with respect to the First-Priority Obligations or the First-Priority Secured Parties with respect to the Common Collateral, (iv) agrees that no
Second-Priority Representative or Second-Priority Secured Party will institute any suit or other proceeding or assert in any suit, Insolvency or Liquidation Proceeding or other proceeding any claim against any First-Priority Secured Party seeking
damages from or other relief by way of specific performance, instructions or otherwise, with respect to, and no First-Priority Secured Party shall be liable for, any action taken or omitted to be taken by any First-Priority Secured Party with
respect to the Common Collateral or pursuant to the First-Priority Documents, and (v) agrees that no Second-Priority Representative or Second-Priority Secured Party will seek, and hereby waive any right, to have the Common Collateral or any
part thereof marshaled upon any foreclosure or other disposition of the Common Collateral. 
 (d) Each Second-Priority
Representative hereby acknowledges and agrees that no covenant, agreement or restriction contained in any applicable Second-Priority Document shall be deemed to restrict in any way the rights and remedies of the First-Priority Collateral Agents or
the First-Priority Secured Parties or the instituting or conduct of any action or proceeding with respect to the First-Priority Collateral as set forth in this Agreement and the First-Priority Documents. 

(e) Subject to the proviso in clause (ii) of Section 3.1(a), until the Discharge of the First-Priority Obligations, the
First-Priority Collateral Agents and the First-Priority Secured Parties shall have the exclusive right to enforce rights, exercise remedies (including setoff and the right to credit bid their debt), institute actions or proceedings and make
determinations regarding the release, disposition or restrictions with respect to the Common Collateral without any consultation with or the consent of any Second-Priority Representative or any Second-Priority Secured Party, and shall have the
exclusive right to determine and direct the time, method and place for enforcing or exercising such right or remedy or initiating or conducting any action or proceeding with respect thereto. 

3.2 Cooperation. Subject to the proviso in clause (ii) of Section 3.1(a), each Second-Priority Representative, on
behalf of itself and each applicable Second-Priority Secured Party, agrees that, unless and until the Discharge of First-Priority Obligations has occurred, it will not commence, or join with any Person (other than the First-Priority Secured Parties
and the First-Priority Collateral Agents upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Common Collateral under any of the
applicable Second-Priority Documents or otherwise in respect of the applicable Second-Priority Obligations. Each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, agrees that each of them shall
take such actions as the First-Priority Collateral Agents shall request in connection with the exercise by the First-Priority Secured Parties of the rights set forth herein. 

  
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 3.3 Second-Priority Collateral Agent and Second-Priority Secured Parties Waiver. The
Second-Priority Collateral Agent and the Second-Priority Secured Parties hereby waive any claim they may now or hereafter have against any First-Priority Collateral Agent or any First-Priority Secured Parties arising out of (i) any actions
which any First-Priority Collateral Agent or any First-Priority Representative (or any of their respective representatives) takes or omits to take (including actions with respect to the creation, perfection or continuation of Liens on any
Collateral, actions with respect to the foreclosure upon, disposition, release or depreciation of, or failure to realize upon, any of the Collateral and actions with respect to the collection of any claim for all or any part of the First-Priority
Obligations or Second-Priority Obligations from any account debtor, guarantor or any other party) in accordance with any relevant First-Priority Collateral Documents or any other agreement related thereto, or to the collection of the First-Priority
Obligations or Second-Priority Obligations or the valuation, use, protection or release of any security for the First-Priority Obligations or Second-Priority Obligations, (ii) any election by any First-Priority Collateral Agent, any of the
other First-Priority Secured Parties, or any of their respective agents or representatives, in any proceeding instituted under Title 11 of the United States Code or any equivalent provision of the Bankruptcy Law of any other jurisdiction, of the
application of Section 1111(b) of Title 11 of the United States Code or any equivalent provision of the Bankruptcy Law of any other jurisdiction, or (iii) subject to Section 6, any borrowing by, or grant of a security interest,
charge or administrative expense priority under Section 364 of Title 11 of the United States Code or any equivalent provision of the Bankruptcy Law of any other jurisdiction by, the Company or any of its Subsidiaries, as debtor-in-possession.

 3.4 Actions Upon Breach. 

(a) Should any Second-Priority Representative or any Second-Priority Secured Party, contrary to this Agreement, in any way, take, attempt to
take or threaten to take any action with respect to the Common Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement) or fail to take any action required by this Agreement, any First-Priority
Collateral Agent or any First Priority Representative or any other First-Priority Secured Party (in its or their own name or in the name of the Company or any other Grantor) may obtain relief against such Second-Priority Representative or such
Second-Priority Secured Party by injunction, specific performance or other appropriate equitable relief. Each Second-Priority Representative, for itself and on behalf of each applicable Second-Priority Secured Party, hereby (i) agrees that the
First-Priority Secured Parties’ damages from the actions of the Second-Priority Representatives or any Second-Priority Secured Party may at that time be difficult to ascertain and may be irreparable and waives any defense that the Company or
any other Grantor may have, and waives any defense that any First-Priority Secured Party cannot demonstrate damage or be made whole by the awarding of damages and (ii) irrevocably waives any defense based on the adequacy of a remedy at law and
any other defense that might be asserted to bar the remedy of specific performance in any action that may be brought by any First-Priority Collateral Agent, any First-Priority Representative or any other First-Priority Secured Party. 

  
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 Section 4. Payments. 

4.1 Application of Proceeds. So long as the Discharge of First-Priority Obligations has not occurred, all Common Collateral or proceeds
thereof (including without limitation any interest earned thereon) resulting from the sale or other disposition of, or collection on, such Common Collateral, whether or not pursuant to an Insolvency or Liquidation Proceeding, upon the enforcement or
exercise of any right or remedy (including any right of setoff or recoupment or the release of Liens in respect of any such sale or other disposition of Collateral) by any First-Priority Collateral Agent in accordance with the applicable provisions
hereof or of the applicable First-Priority Documents, shall be applied by the applicable First-Priority Collateral Agent to the First-Priority Obligations in accordance with the terms of the applicable First-Priority Documents. Upon the Discharge of
First-Priority Obligations, the applicable First-Priority Collateral Agent shall deliver promptly to the Second-Priority Collateral Agent any Common Collateral or proceeds thereof held by it in the same form as received, with any necessary
endorsements or as a court of competent jurisdiction may otherwise direct to be applied by the Second-Priority Collateral Agent ratably to the Second-Priority Obligations and, with respect to each class of Second-Priority Obligations, in such order
as specified in the relevant Second-Priority Documents. 
 4.2 Payments Over. Any Common Collateral or proceeds thereof received by
any Second-Priority Representative or any Second-Priority Secured Party in connection with the exercise of any right or remedy (including setoff) relating to the Common Collateral (or any distribution in respect of the Common Collateral, whether or
not expressly characterized as such) or otherwise received in violation of this Agreement, in each case prior to the Discharge of the First-Priority Obligations shall be segregated and held in trust for the benefit of and forthwith paid over to the
applicable First-Priority Collateral Agent (and/or its designees) for the benefit of the applicable First-Priority Secured Parties in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise
direct. Each First-Priority Collateral Agent is hereby authorized to make any such endorsements as agent for any Second-Priority Representative or any such Second-Priority Secured Party. This authorization is coupled with an interest and is
irrevocable. 
 Section 5. Other Agreements. 

5.1 Releases. 
 (a) If, at
any time any Common Collateral (including all or substantially all of the equity interests of a Grantor or any of its Subsidiaries) is sold, transferred or otherwise disposed of (x) by the owner of such Common Collateral in a transaction not
prohibited by any First-Priority Credit Document or any Second-Priority Credit Document or (y) during the existence of any Event of Default under (and as defined in) the Credit Agreement or any comparable definition in any other First-Priority
Credit Document, in the case of this clause (y) to the extent any First-Priority Collateral Agent has consented to such sale, transfer or disposition (to the extent such consent is required under the terms of the applicable First-Priority
Credit Documents), then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Second-Priority Secured Parties upon such Common Collateral will automatically be released and discharged as and when,
but only to the extent, such Liens on 

  
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such Common Collateral securing First-Priority Obligations are released and discharged. Upon (i) delivery to each Second-Priority Representative of a notice from any First-Priority
Collateral Agent or the Company stating that any release of Liens securing or supporting the First-Priority Obligations has become effective (or shall become effective upon each First-Priority Representative’s release), and (ii) in the
case of the Notes Collateral Agent, delivery of such certificates and other documents required to be delivered under the Notes Documents, whether in connection with a sale of such assets by the relevant owner pursuant to the preceding clauses or
otherwise, each Second-Priority Representative will promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms. In the case of the sale of all or substantially all of
the equity interests of a Grantor or any of its Subsidiaries, the guarantee in favor of the Second-Priority Secured Parties, if any, made by such Grantor or Subsidiary will automatically be released and discharged as and when, but only to the
extent, the guarantee by such Grantor or Subsidiary of First-Priority Obligations is released and discharged. 
 (b) Each Second-Priority
Representative, for itself and on behalf of each applicable Second-Priority Secured Party, hereby irrevocably constitutes and appoints each First-Priority Collateral Agent and any officer or agent of such First-Priority Collateral Agent, with full
power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of each Second-Priority Representative or such holder or in such First-Priority Collateral Agent’s own name, from
time to time in such First-Priority Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action and to execute any and all documents and instruments that may
be necessary or desirable to accomplish the purposes of this Section 5.1, including any termination statements, endorsements or other instruments of transfer or release. 

(c) Unless and until the Discharge of First-Priority Obligations has occurred, each Second-Priority Representative, for itself and on behalf
of each applicable Second-Priority Secured Party, hereby consents to the application, whether prior to or after a default under any First-Priority Document, of Deposit Account Collateral or proceeds of Common Collateral to the repayment of
First-Priority Obligations pursuant to the First-Priority Documents; provided that nothing in this Section 5.1(c) shall be construed to prevent or impair the rights of the Second-Priority Representatives or the Second-Priority
Secured Parties to receive proceeds in connection with the Second-Priority Obligations not otherwise in contravention of this Agreement. 

5.2 Insurance. Unless and until the Discharge of First-Priority Obligations has occurred, the First-Priority Collateral Agents and the
First-Priority Secured Parties shall have the sole and exclusive right, subject to the rights of the Grantors under the First-Priority Documents, (i) to adjust settlement for any insurance policy covering the Common Collateral in the event of
any loss thereunder, and (ii) to approve any award granted in any condemnation or similar proceeding affecting the Common Collateral. Unless and until the Discharge of First-Priority Obligations has occurred, all proceeds of any such policy and
any such award, if in respect of the Common Collateral, shall be paid, subject to the rights of the Grantors under the First-Priority Documents, (x) first, prior to the occurrence of the Discharge of First-Priority Obligations, to the
applicable First-Priority Collateral Agent for the benefit of the applicable First-Priority Secured Parties pursuant to the terms of the First-Priority Documents, (y) second, 

  
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after the occurrence of the Discharge of First-Priority Obligations, to the Second-Priority Collateral Agent for the benefit of the Second-Priority Secured Parties pursuant to the terms of the
applicable Second-Priority Documents and (z) third, if no Second-Priority Obligations are outstanding, to the owner of the subject property, such other person as may be entitled thereto or as a court of competent jurisdiction may otherwise
direct. If any Second-Priority Representative or any Second-Priority Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award in contravention of this Agreement, it shall pay such proceeds over to the
applicable First-Priority Collateral Agent in accordance with the terms of Section 4.2. 
 5.3 Amendments to Second-Priority
Collateral Documents. 
 (a) So long as the Discharge of the First-Priority Obligations has not occurred, without the prior
written consent of the First-Priority Collateral Agents and the Required Lenders, no Second-Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or
the terms of any new Second-Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement or any other First-Priority Document. Each First-Priority Representative may conclusively rely on an
officer’s certificate of the Company with respect to whether any such amendment, supplement or other modification is permitted by the foregoing sentence. Unless otherwise agreed to by the First-Priority Collateral Agents, each Grantor and each
Second-Priority Representative, for itself and on behalf of each Second-Priority Secured Party, agrees that each applicable Second-Priority Collateral Document shall include language substantially the same as the following paragraph (or language to
similar effect approved by the First-Priority Collateral Agents, such approval not to be unreasonably withheld): 
 “Notwithstanding
anything herein to the contrary, (i) the liens and security interests granted to the [insert the relevant Second-Priority Representative] for the benefit of the [Secured Parties] pursuant to this Agreement are expressly subject and subordinate
to the liens and security interests granted to (a) JPMorgan Chase Bank, N.A., as administrative collateral agent or the other agents, as applicable, in each case under or in connection with that certain Credit Agreement, dated as of
August 17, 2010 (as amended by that certain Amendment No. 1 to Credit Agreement, dated as of April 19, 2012, as further amended by that certain Amendment No. 2 to Credit Agreement, dated as of July 19, 2012, as further
amended by that certain Amendment No. 3 to Credit Agreement, dated as of October 22, 2013, as further amended by that certain Amendment No. 4 to Credit Agreement, dated as of May 28, 2014, as further amended by that certain
Amendment No. 5 to Credit Agreement, dated as of December 12, 2014, and as may be further amended, restated, supplemented or otherwise modified from time to time), among Cott Corporation Corporation Cott, a corporation organized under the
laws of Canada, Cott Beverages Inc., a Georgia corporation, Cliffstar LLC, a Delaware limited liability company, Cott Beverages Limited, a company organized under the laws of England and Wales, DS Services of America, Inc., a Delaware corporation
(formerly known as DS Waters of America, Inc.), DS Services Holdings, 

  
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Inc., a Delaware corporation (formerly known as DS Waters Enterprises, Inc.), each other Subsidiary of the Cott Corporation Corporation Cott party thereto, JPMorgan Chase Bank, N.A., as
administrative collateral agent, the other agents from time to time party thereto, and the other parties from time to time party thereto , and the “Loan Documents” as defined therein, and (b) any agent or trustee for any Other
First-Priority Secured Parties (as defined in the Amended and Restated Intercreditor Agreement referred to below) and (ii) the exercise of any right or remedy by the [insert the relevant Second-Priority Representative] hereunder or the
application of proceeds (including insurance proceeds and condemnation proceeds) of any Common Collateral is subject to the limitations and provisions of the Amended and Restated Intercreditor Agreement dated as of December 12, 2014 (as
amended, restated, supplemented or otherwise modified from time to time), by and among JPMorgan Chase Bank, N.A., as Credit Agreement Administrative Agent, a Credit Agreement Collateral Agent, and a First-Priority Collateral Agent, JPMorgan Chase
Bank, N.A., London Branch, as a Credit Agreement Collateral Agent and a First-Priority Collateral Agent, Wilmington Trust, National Association, in its capacity as the Notes Collateral Agent and Second-Priority Collateral Agent, each additional
Other First-Priority Representative and Other Second-Priority Representative that from time to time becomes a party hereto pursuant to Section 8.21 thereof, Cott Corporation Corporation Cott, a corporation organized under the laws of Canada,
Cott Beverages Inc., a Georgia corporation, Cliffstar LLC, a Delaware limited liability company, Cott Beverages Limited, a company organized under the laws of England and Wales, DS Services of America, Inc., a Delaware corporation (formerly known as
DS Waters of America, Inc.), DS Services Holdings, Inc., a Delaware corporation (formerly known as DS Waters Enterprises, Inc.), each other Subsidiary of the Cott Corporation Corporation Cott from time to time party thereto. In the event of any
conflict between the terms of the Amended and Restated Intercreditor Agreement and the terms of this Agreement, the terms of the Amended and Restated Intercreditor Agreement shall govern.” 

(b) In the event that any First-Priority Collateral Agent or the First-Priority Secured Parties enter into any amendment, waiver or consent
in respect of or replace any of the First-Priority Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First-Priority Collateral Document or changing in any
manner the rights of such First-Priority Collateral Agent, the First-Priority Secured Parties, the Company or any other Grantor thereunder (including the release of any Liens in First-Priority Collateral), then such amendment, waiver or consent
shall apply automatically to any comparable provision of each Comparable Second-Priority Collateral Document without the consent of any Second-Priority Representative or any Second-Priority Secured Party and without any action by any Second-Priority
Representative, Second-Priority Secured Party, the Company or any other Grantor; provided, however, that (A) without in any way limiting the provisions relating to the release of Liens on Collateral as described above, such
amendment, waiver or consent does not (i) amend, modify or otherwise materially adversely 

  
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affect the rights or duties of any Second-Priority Representative without its prior written consent or (ii) otherwise materially adversely affect the rights of the Second-Priority Secured
Parties or the interests of the Second-Priority Secured Parties in the Second-Priority Collateral and not the First-Priority Collateral Agents or the First-Priority Secured Parties, as the case may be, that have a security interest in the affected
collateral in a like or similar manner, and (B) written notice of such amendment, waiver or consent shall have been given to each Second-Priority Representative by the applicable First-Priority Collateral Agent within 10 Business Days after the
effectiveness of such amendment, waiver or consent. 
 5.4 Rights as Unsecured Creditors. Notwithstanding anything to the contrary in
this Agreement, the Second-Priority Representatives and the Second-Priority Secured Parties may exercise rights and remedies as an unsecured creditor against the Company or any Subsidiary of the Company that has guaranteed the Second-Priority
Obligations in accordance with the terms of the applicable Second-Priority Documents and applicable law, so long as such rights and remedies do not violate (or are otherwise not prohibited by) an express provision of this Agreement. Nothing in this
Agreement shall prohibit the receipt by any Second-Priority Representative or any Second-Priority Secured Party of the required payments of interest and principal so long as such receipt is not the direct or indirect result of the exercise by any
Second-Priority Representative or any Second-Priority Secured Party of rights or remedies as a secured creditor in respect of Common Collateral or enforcement in contravention of this Agreement of any Lien in respect of Second-Priority Obligations
held by any of them. In the event any Second-Priority Representative or any Second-Priority Secured Party becomes a judgment lien creditor in respect of Common Collateral as a result of its enforcement of its rights as an unsecured creditor in
respect of Second-Priority Obligations, such judgment lien shall be subordinated to the Liens securing First-Priority Obligations on the same basis as the other Liens securing the Second-Priority Obligations are so subordinated to such Liens
securing First-Priority Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First-Priority Collateral Agents or the First-Priority Secured Parties may have with respect to the
First-Priority Collateral. 
 5.5 First-Priority Collateral Agents as Gratuitous Bailees/Agents for Perfection. 

(a) Each First-Priority Collateral Agent agrees to hold the Pledged Collateral that is part of the Common Collateral in its possession or
control (or in the possession or control of its agents or bailees) as gratuitous bailee and/or gratuitous agent for the benefit of the relevant Second-Priority Representatives and any assignee solely for the purpose of perfecting the Lien granted in
such Pledged Collateral pursuant to the relevant Second-Priority Collateral Documents, subject to the terms and conditions of this Section 5.5. 

(b) Each First-Priority Collateral Agent agrees that if at any time it shall obtain any landlord waiver or bailee’s letter or similar
agreement or arrangement granting it rights of access to Common Collateral, such First-Priority Collateral Agent shall take such actions with respect to such landlord waiver, bailee letter or similar agreement or arrangement, as gratuitous bailee
and/or gratuitous agent for the benefit of the relevant Second-Priority Representatives and any assignee solely for the purpose of perfecting the Lien granted the Common Collateral subject to such landlord waiver, bailee letter or similar agreement
or arrangement, pursuant to the relevant Second-Priority Collateral Documents, subject to the terms and conditions of this Section 5.5. 

  
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 (c) Each First-Priority Collateral Agent agrees to hold the Deposit Account Collateral (if
any) that is part of the Common Collateral and controlled by such First-Priority Collateral Agent as gratuitous bailee and/or gratuitous agent for the benefit of the relevant Second-Priority Representatives and any assignee solely for the purpose of
perfecting the Lien granted in such Deposit Account Collateral pursuant to the relevant Second-Priority Collateral Documents, subject to the terms and conditions of this Section 5.5. 

(d) In the event that any First-Priority Collateral Agent (or its agent or bailees) has Lien filings against Intellectual Property (as
defined in the Notes Collateral Agreement) that is part of the Common Collateral that are necessary for the perfection of Liens in such Common Collateral, such First-Priority Collateral Agent agrees to hold such Liens as gratuitous bailee and/or
gratuitous agent for the benefit of each relevant Second-Priority Representative and any assignee solely for the purpose of perfecting the Lien granted in such Common Collateral pursuant to the relevant Second-Priority Collateral Documents, subject
to the terms and conditions of this Section 5.5. 
 (e) Except as otherwise specifically provided herein (including Sections
3.1 and 4.1), until the Discharge of First-Priority Obligations has occurred, the First-Priority Collateral Agents and the other First-Priority Secured Parties shall be entitled to deal with the Common Collateral described in, or that is
subject to, clauses (a), (b), (c) and (d) above in accordance with the terms of the First-Priority Documents as if the Liens under the Second-Priority Collateral Documents did not exist. The rights of the Second-Priority Representatives
and the Second-Priority Secured Parties with respect to such Common Collateral shall at all times be subject to the terms of this Agreement. 

(f) The First-Priority Collateral Agents and the First-Priority Secured Parties shall have no obligation whatsoever to any Second-Priority
Representative or any Second-Priority Secured Party to assure that any of the Common Collateral described in, or that is subject to, clauses (a), (b), (c) and (d) above is genuine or owned by any Grantor or to protect or preserve rights or
benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.5. The duties or responsibilities of the First-Priority Collateral Agents under this Section 5.5 shall
be limited solely to holding or controlling the Common Collateral described in, or that is subject to, clauses (a) and (c) above, and the related Liens referred to in clauses (b) and (d) above, gratuitous bailee and/or gratuitous
agent for the benefit of each relevant Second-Priority Representative for purposes of perfecting the Lien held by the relevant Second-Priority Secured Parties. 

(g) The First-Priority Collateral Agents shall not have by reason of the Second-Priority Collateral Documents or this Agreement or any other
document a fiduciary relationship in respect of any Second-Priority Representative or any Second-Priority Secured Party, and each Second-Priority Representative, for itself and on behalf of each Second-Priority Secured Party, hereby waives and
releases the First-Priority Collateral Agents from all claims and liabilities arising pursuant to each First-Priority Collateral Agent’s role under this Section 5.5, as gratuitous bailee and/or gratuitous agent with respect to the
Common Collateral. 

  
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 (h) Upon the Discharge of First-Priority Obligations, the applicable First-Priority
Collateral Agent shall deliver to the Second-Priority Collateral Agent, at the Company’s reasonable expense, to the extent that it is legally permitted to do so, the Pledged Collateral (if any) and the Deposit Account Collateral (if any) that
is part of the Common Collateral together with any necessary endorsements (or otherwise allow the Second-Priority Collateral Agent to obtain control of such Pledged Collateral and Deposit Account Collateral) or as a court of competent jurisdiction
may otherwise direct. The Company shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify each First-Priority Collateral Agent for any loss or damage suffered by such First-Priority Collateral
Agent as a result of such transfer except for any loss or damage suffered by such First-Priority Collateral Agent as a result of such First-Priority Collateral Agent’s own willful misconduct or gross negligence. The First-Priority Collateral
Agents have no obligation to follow instructions from any Second-Priority Representative or any other Second-Priority Secured Party in contravention of this Agreement. 

(i) Neither the First-Priority Collateral Agents nor the First-Priority Secured Parties shall be required to marshal any present or future
collateral security for the Company’s or its Subsidiaries’ obligations to the First-Priority Collateral Agents or the First-Priority Secured Parties under the First-Priority Documents or any assurance of payment in respect thereof or to
resort to such collateral security or other assurances of payment in any particular order, and all of their rights in respect of such collateral security or any assurance of payment in respect thereof shall be cumulative and in addition to all other
rights, however existing or arising. 
 (j) The agreement of each First-Priority Collateral Agent to act as gratuitous bailee and/or
gratuitous agent pursuant to this Section 5.5 is intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-104(a)(2) and 9-313(c) of the UCC and any other applicable personal property security
laws. 
 5.6 Second-Priority Collateral Agent as Gratuitous Bailee/Agent for Perfection. 

(a) Upon the Discharge of First-Priority Obligations, the Second-Priority Collateral Agent agrees to hold the Pledged Collateral that is part
of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and/or gratuitous agent for the benefit of the other Second-Priority Representatives and any assignee solely for
the purpose of perfecting the Lien granted in such Pledged Collateral pursuant to the applicable Second-Priority Collateral Document, subject to the terms and conditions of this Section 5.6. 

(b) Upon the Discharge of First-Priority Obligations, the Second-Priority Collateral Agent agrees that if at any time it shall obtain any
landlord waiver or bailee’s letter or similar agreement or arrangement granting it rights of access to Common Collateral, such Second-Priority Collateral Agent shall take such actions with respect to such landlord waiver, bailee letter or
similar agreement or arrangement, as gratuitous bailee and/or gratuitous agent for the benefit of the other Second-Priority Representatives and any assignee solely for the purpose of perfecting the Lien granted the Common Collateral subject to such
landlord waiver, bailee letter or similar agreement or arrangement, pursuant to the relevant Second-Priority Collateral Documents, subject to the terms and conditions of this Section 5.6. 

  
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 (c) Upon the Discharge of First-Priority Obligations, the Second-Priority Collateral Agent
agrees to hold the Deposit Account Collateral (if any) that is part of the Common Collateral and controlled by the Second-Priority Collateral Agent as gratuitous bailee and/or gratuitous agent for the benefit of the other Second-Priority
Representatives and any assignee solely for the purpose of perfecting the Lien granted in such Deposit Account Collateral pursuant to the applicable Second-Priority Collateral Document, subject to the terms and conditions of this
Section 5.6. 
 (d) In the event that the Second-Priority Collateral Agent (or its agent or bailees) has Lien filings against
Intellectual Property (as defined in the Notes Collateral Agreement) that is part of the Common Collateral that are necessary for the perfection of Liens in such Common Collateral, upon the Discharge of First-Priority Obligations, the
Second-Priority Collateral Agent agrees to hold such Liens as gratuitous bailee and/or gratuitous agent for the benefit of other Second-Priority Representatives and any assignee solely for the purpose of perfecting the security interest granted in
such Liens pursuant to the applicable Second-Priority Collateral Document, subject to the terms and conditions of this Section 5.6. 

(e) The Second-Priority Collateral Agent, in its capacity as gratuitous bailee and/or gratuitous agent, shall have no obligation whatsoever
to the other Second-Priority Representatives to assure that any of the Common Collateral described in, or that is subject to, clauses (a), (b), (c) and (d) above is genuine or owned by any Grantor or to protect or preserve rights or
benefits of any Person or any rights pertaining to the Common Collateral except as expressly set forth in this Section 5.6. The duties or responsibilities of the Second-Priority Collateral Agent under this Section 5.6 shall
be limited solely to holding or controlling the Common Collateral described in, or that is subject to, clauses (a) and (c) above, and the related Liens referred to in clauses (b) and (d) above, gratuitous bailee and/or gratuitous
agent for the benefit of each relevant Second-Priority Representative for purposes of perfecting the Lien held by the relevant Second-Priority Secured Parties. 

(f) The Second-Priority Collateral Agent shall not have by reason of the Second-Priority Collateral Documents or this Agreement or any other
document a fiduciary relationship in respect of the other Second-Priority Representatives (or the Second-Priority Secured Parties for which such other Second-Priority Representatives are agent) and the other Second-Priority Representatives hereby
waive and release the Second-Priority Collateral Agent from all claims and liabilities arising pursuant to the Second-Priority Collateral Agent’s role under this Section 5.6, as gratuitous bailee and/or gratuitous agent with respect
to the Common Collateral. 
 (g) In the event that the Second-Priority Collateral Agent shall cease to be so designated the Second-Priority
Collateral Agent pursuant to the definition of such term, the then Second-Priority Collateral Agent shall deliver to the successor Second-Priority Collateral Agent, to the extent that it is legally permitted to do so, the Pledged Collateral (if any)
and the Deposit Account Collateral (if any) together with any necessary endorsements (or otherwise allow the successor Second-Priority Collateral Agent to obtain control of such Pledged Collateral 

  
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and Deposit Account Collateral) or as a court of competent jurisdiction may otherwise direct, and such successor Second-Priority Collateral Agent shall perform all duties of the Second-Priority
Collateral Agent as set forth herein. The Company shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify the Second-Priority Collateral Agent for any loss or damage suffered by the
Second-Priority Collateral Agent as a result of such transfer except for any loss or damage suffered by the Second-Priority Collateral Agent as a result of its own willful misconduct or gross negligence. The Second-Priority Collateral Agent has no
obligation to follow instructions from the successor Second-Priority Collateral Agent in contravention of this Agreement. 
 (h) The
agreement of the Second-Priority Collateral Agent to act as gratuitous bailee and/or gratuitous agent pursuant to this Section 5.6 is intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2),
9-104(a)(2) and 9-313(c) of the UCC and any other applicable personal property security laws. 

5.7 When Discharge of First-Priority Obligations Deemed to Not Have Occurred. If, at any time concurrently with or after the Discharge
of First-Priority Obligations has occurred, the Company or any of its Subsidiaries enters into any Refinancing of any First-Priority Obligations or incurs and designates any Other First-Priority Obligations, then such Discharge of First-Priority
Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken prior to the date of such designation as a result of the occurrence of such first Discharge of
First-Priority Obligations), and the applicable agreement governing such Other First-Priority Obligations shall automatically be treated as a First-Priority Credit Document (and, upon designation by the Company thereof, the “Credit
Agreement” hereunder) for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Common Collateral set forth herein and the granting by the First-Priority Collateral Agents of amendments,
waivers and consents hereunder, and the agent, representative or trustee for the holders of such Other First-Priority Obligations shall be a First-Priority Representative and, if so designated, a First-Priority Collateral Agent for all purposes of
this Agreement. Upon receipt of notice of such Refinancing, incurrence or designation (including the identity of the new First-Priority Collateral Agent), each Second-Priority Representative shall promptly (i) enter into such documents and
agreements (at the expense of the Company), including amendments or supplements to this Agreement, as the Company or such new First-Priority Collateral Agent shall reasonably request in writing in order to provide the new First-Priority Collateral
Agent the rights of a First-Priority Collateral Agent contemplated hereby, (ii) to the extent then held by any Second-Priority Representative, deliver to such new First-Priority Collateral Agent all Common Collateral, including all proceeds
thereof, held or controlled by such Second-Priority Representative or any of its agents or bailees, including the transfer of possession and control, as applicable, of the Pledged Collateral and the Deposit Account Collateral, together with all
necessary endorsements and notices to or other arrangements with depositary banks, securities intermediaries and commodities intermediaries, and assign its rights under any landlord waiver, bailee’s letter or any similar agreement or
arrangement granting it rights or access to Common Collateral, (iii) notify any applicable insurance carrier that it is no longer entitled to receive any proceeds under the insurance policies of any Grantor issued by such insurance carrier and
request that such insurance carrier direct any such proceeds to such new First-Priority Collateral Agent and (iv) notify any governmental authority involved in any condemnation or similar proceeding involving any Grantor that such new
First-Priority Collateral Agent is entitled to approve any awards granted in such proceeding. 

  
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 5.8 No Release Upon Discharge of First-Priority Obligations. Notwithstanding any other
provisions contained in this Agreement, if a Discharge of First-Priority Obligations occurs, the second-priority Liens on the Second-Priority Collateral securing the Second-Priority Obligations will not be released, except to the extent such
Second-Priority Collateral or any portion thereof was disposed of in order to repay the First-Priority Obligations secured by such Second-Priority Collateral (including as contemplated under Section 6.9 below) or otherwise as permitted
under the First-Priority Documents and the Second-Priority Documents, as applicable. 
 Section 6. Insolvency or Liquidation Proceedings.

 6.1 Financing Issues. If the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and any
First-Priority Collateral Agent or any other First-Priority Secured Party shall desire to consent to (or not object to) the sale, use or lease of cash or other collateral or to consent to (or not object to) the Company or any other Grantor obtaining
financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in any Bankruptcy Law (“DIP Financing”), then each Second-Priority Representative, on behalf of itself and
each applicable Second-Priority Secured Party, agrees that it will be deemed to have consented to, and will raise no (a) objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contesting)
such sale, use or lease of cash or other collateral or such DIP Financing and will not request adequate protection or any other relief in connection therewith (except to the extent permitted by the proviso in clause (ii) of
Section 3.1(a) and Section 6.3) and, to the extent the Liens securing any First-Priority Obligations under any First-Priority Documents are subordinated or pari passu with such DIP Financing, will subordinate (and will
be deemed hereunder to have subordinated) its Liens in the Common Collateral to (x) such DIP Financing (and all obligations relating thereto) on the same basis as the Liens securing the Second-Priority Obligations are so subordinated to Liens
securing First-Priority Obligations under this Agreement (and such subordination will not alter in any manner the terms of this Agreement) (y) to any adequate protection provided to the First-Priority Secured Parties and (z) to any
“carve-out” or “administrative charges” for professional and United States Trustee fees agreed to by any First-Lien Representatives, or (b) objection to (and will not otherwise contest or join with or support any third party
opposing, objecting to or contesting) any order relating to a sale or other disposition of assets of any Grantor for which the applicable First-Priority Collateral Agent or First-Priority Secured Party has consented that provides, to the extent the
sale or other disposition is to be free and clear of Liens, that the Liens securing the First-Priority Obligations and the Second-Priority Obligations will attach to the proceeds of the sale on the same basis of priority as the Liens securing the
First-Priority Collateral rank to the Liens securing the Second-Priority Collateral in accordance with this Agreement. 
 6.2 Relief from
the Automatic Stay. Until the Discharge of First-Priority Obligations has occurred, each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, agrees that none of them shall seek relief from the
automatic stay or any other stay in any Insolvency or Liquidation Proceeding or take any action 

  
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in derogation thereof, in each case in respect of the Common Collateral, without the prior written consent of the First-Priority Collateral Agents and the Required Lenders. Each Second-Priority
Representative, on behalf of itself and each applicable Second-Priority Secured Party, agrees that it will raise no objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contesting) any motion
for relief from the automatic stay or any other stay or from any injunction against foreclosure or enforcement in respect of First-Priority Obligations made by any First-Priority Collateral Agent or any holder of First-Priority Obligations. 

6.3 Adequate Protection. Each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party,
agrees that none of them shall object or contest (or support any other Person objecting to or contesting) (a) any request by any First-Priority Collateral Agent or the First-Priority Secured Parties for adequate protection, (b) any
objection by any First-Priority Collateral Agent or the First-Priority Secured Parties to any motion, relief, action or proceeding based on any First-Priority Collateral Agent’s or the First-Priority Secured Parties’ claiming a lack of
adequate protection or (c) the payment of interest, fees, expenses or other amounts of any First-Priority Collateral Agent, any First-Priority Representative or any other First Priority Secured Party under Section 506(b) or 506(c) of Title
11 of the United States Code or any similar provisions of any other Bankruptcy Law or otherwise. Notwithstanding the foregoing, in any Insolvency or Liquidation Proceeding, (i) if the First-Priority Secured Parties (or any subset thereof) are
granted adequate protection in the form of Liens on additional or replacement collateral or superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United
States Code or any similar provisions of any other Bankruptcy Law, then each Second-Priority Representative, on behalf of itself and any applicable Second-Priority Secured Party, may seek or request adequate protection in the form of a Lien on such
additional or replacement collateral or superpriority claim, which Lien or superpriority claim is subordinated to the Liens securing or the superpriority claim in respect of the First-Priority Obligations and such DIP Financing (and all obligations
relating thereto) on the same basis as the other Liens securing the Second-Priority Obligations are so subordinated to the Liens securing First-Priority Obligations under this Agreement, (ii) in the event any Second-Priority Representative, on
behalf of itself or any applicable Second-Priority Secured Party, seeks or requests adequate protection and such adequate protection is granted in the form of Liens on additional or replacement collateral, then such Second-Priority Representative,
on behalf of itself or each such Second-Priority Secured Party, agrees that the First-Priority Representatives shall also be granted a senior Lien on such additional or replacement collateral as security for the applicable First-Priority Obligations
and any such DIP Financing and that any Lien on such additional or replacement collateral securing the Second-Priority Obligations shall be subordinated to the Liens on such collateral securing the First-Priority Obligations and any such DIP
Financing (and all obligations relating thereto) and any other Liens granted to the First-Priority Secured Parties as adequate protection on the same basis as the other Liens securing the Second-Priority Obligations are subordinated to such Liens
securing First-Priority Obligations under this Agreement, and (iii) in the event any Second-Priority Representative, on behalf of itself or any applicable Second-Priority Secured Party, seek or request adequate protection and such adequate
protection is granted in the form of a superpriority claim, then such Second-Priority Representative, on behalf of itself or each such Second-Priority Secured Party, agree that the First-Priority Collateral Agents and each applicable First-Priority
Secured Party shall also be granted adequate protection in the form of a 

  
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superpriority claim, which superpriority claim shall be senior to the superpriority claim of the Second-Priority Representatives and the Second-Priority Secured Parties; provided,
however, that the Second-Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of Title 11 of the United States Code or the equivalent provision of the Bankruptcy Law of any other relevant jurisdiction, on
behalf of itself and the Second-Priority Secured Parties, in any stipulation and/or order granting such adequate protection, that such junior superpriority claims may be paid under any plan of reorganization in any combination of cash, debt, equity
or other property having a value on the effective date of such plan equal to the allowed amount of such claims. Each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, agrees that except as
expressly set forth in this Section 6.3, none of them shall seek or accept adequate protection without the prior written consent of the First-Priority Collateral Agents. 

6.4 Preference Issues. If any First-Priority Secured Party is required in any Insolvency or Liquidation Proceeding or otherwise to
disgorge, turn over or otherwise pay any amount to the estate of the Company or any other Grantor (or any trustee, receiver or similar person therefor), because the payment of such amount was avoided or ordered to be paid or disgorged for any
reason, including without limitation because it was found or declared to be fraudulent or preferential or a transfer at undervalue in any respect or for any other reason, any amount (a “Recovery”), whether received as
proceeds of security, enforcement of any right of setoff or otherwise, then the First-Priority Obligations shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred and the First-Priority
Secured Parties shall be (or remain) entitled to the benefits of this Agreement until the Discharge of First-Priority Obligations with respect to all such recovered amounts and shall have all rights hereunder until such time. If this Agreement shall
have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. Each
Second-Priority Representative, for itself and on behalf of each applicable Second-Priority Secured Party, hereby agrees that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or
allocation made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in
accordance with the priorities set forth in this Agreement. 
 6.5 Application. This Agreement, which the parties hereto expressly
acknowledge is a “subordination agreement” under Section 510(a) of Title 11 of the United States Code or any similar provision of any other Bankruptcy Law, shall be applicable prior to and after the commencement of any Insolvency or
Liquidation Proceeding. All references herein to any Grantor shall apply to any trustee, receiver or similar person for such Person and such Person as debtor in possession and any receiver, interim receiver, receiver and manager, trustee or similar
person of such Grantor. The relative rights as to the Common Collateral and proceeds thereof shall continue after the filing thereof on the same basis as prior to the date of the petition, subject to any court order approving the financing of, or
use of cash collateral by, any Grantor. 
 6.6 506(c) Claims. Until the Discharge of First-Priority Obligations has occurred, each
Second-Priority Representative, on behalf of itself and each applicable Second- 

  
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Priority Secured Party, will not assert or enforce any claim under Section 506(c) of Title 11 of the United States Code or any similar provision of any other Bankruptcy Law senior to or on a
parity with the Liens securing the First-Priority Obligations for costs or expenses of preserving or disposing of any Common Collateral. 

6.7 Separate Grants of Security and Separate Classifications. Each Second-Priority Representative, for itself and on behalf of each
applicable Second-Priority Secured Party, acknowledges and agrees that (a) the grants of Liens pursuant to the First-Priority Collateral Documents and the Second-Priority Collateral Documents constitute separate and distinct grants of Liens and
(b) because of, among other things, their differing rights in the Common Collateral, the Second-Priority Obligations are fundamentally different from the First-Priority Obligations and must be separately classified in any plan of reorganization
proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First-Priority Secured Parties and the
Second-Priority Secured Parties in respect of the Common Collateral constitute a single class of claims (rather than separate classes of senior and junior secured claims), then each Second-Priority Representative, for itself and on behalf of each
applicable Second-Priority Secured Party, hereby acknowledges and agrees that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Common Collateral, with the
effect being that, to the extent that the aggregate value of the Common Collateral is sufficient (for this purpose ignoring all claims held by the Second-Priority Secured Parties), the First-Priority Secured Parties shall be entitled to receive, in
addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees and expenses (whether or not allowed or allowable) before any distribution is made
in respect of the Second-Priority Obligations, with each Second-Priority Representative, for itself and on behalf of each applicable Second-Priority Secured Party, hereby acknowledging and agreeing to turn over to the applicable First-Priority
Collateral Agent amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second-Priority Secured Parties. 

6.8 Section 1111(b)(2) Waiver. Each Second-Priority Representative, for itself and on behalf of the other Second-Priority Secured
Parties, shall not object to, oppose, support any objection, or take any other action to impede, the right of any First-Priority Secured Party to make an election under Section 1111(b)(2) of Title 11 of the United States Code or any similar
provision of any other Bankruptcy Law, and waives any claim it may hereafter have against any First-Priority Secured Party (or any of their respective agents or representatives) arising out of the election by any First-Priority Secured Party of the
application to the claims of any First-Priority Secured Party of Section 1111(b)(2) of Title 11 of the of the United States Code or any similar provision of any other Bankruptcy Law, and/or out of any sale, use, or lease of cash or other
collateral or DIP Financing arrangement or out of any grant of a security interest in connection with the Common Collateral in any Insolvency or Liquidation Proceeding. 

6.9 Asset Sales. Each Second-Priority Representative agrees, for and on behalf of itself and the applicable Second-Priority Secured
Parties represented thereby, that it will not oppose (and shall be deemed to have consented to) any sale, or any procedures governing the sale or disposition, of any Collateral pursuant to Section 363(f) of Title 11 of the 

  
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of the United States Code (or any similar provision under the law applicable to any Insolvency or Liquidation Proceeding) consented to by any First-Priority Collateral Agent or any First-Priority
Representative, or any motion or pleading with respect thereto, and shall release their Liens on the assets sold or disposed of pursuant thereto, and shall be deemed to have consented to such release, except to the extent such proceeds of such sale
are not applied in accordance with this Agreement (in which case the Second-Priority Representative, for the benefit of the Second-Priority Secured Parties, shall retain a Lien on the proceeds of such sale on the same basis of priority as the Liens
securing the Second-Priority Obligations that are subordinated to Liens securing First-Priority Obligations under this Agreement). Each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, agrees
that it will raise no objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contesting) any lawful exercise by any holder of First-Priority Obligations of the right to credit bid
First-Priority Obligations at any sale in foreclosure of First-Priority Collateral. 
 6.10 Reorganization Securities. 

(a) If, in any Insolvency or Liquidation Proceeding, debt obligations of the reorganized debtor secured by Liens upon any property of the
reorganized debtor are distributed, pursuant to a Plan of Reorganization or similar dispositive restructuring plan, on account of both the First-Priority Obligations and the Second-Priority Obligations, then, to the extent the debt obligations
distributed on account of the First-Priority Obligations and on account of the Second-Priority Debt Obligations are secured by Liens upon the same assets or property, the provisions of this Agreement will survive the distribution of such debt
obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligations. Any such reorganization debt obligations distributed on account of the Second-Priority Obligations must provide (i) for the payment
of interest thereon in kind until such time as the reorganization debt obligations distributed on account of the First-Priority Obligations are paid in full and Discharged in accordance with the terms thereof and (ii) for a maturity date and
weighted average life to maturity that is later than the maturity date, or longer than the weighted average life to maturity, as the case may be, of the reorganization debt obligations distributed on account of the First-Priority Obligations. 

(b) Each Second-Priority Secured Party (whether in the capacity of a secured creditor or an unsecured creditor) shall not propose, vote in
favor of, or otherwise directly or indirectly support any plan of reorganization (and each shall be deemed to have voted to reject any such plan of reorganization), (a) unless such plan indefeasibly pays off, in cash in full, all First-Priority
Obligations, (b) unless such plan is proposed or supported by the number of First-Priority Secured Parties required under Section 1126(d) of Title 11 of the United States Code and the equivalent provision of the Bankruptcy Law of any other
relevant jurisdiction, or (c) other than with the prior written consent of the First-Priority Collateral Agents. 
 6.11 No Waivers
of Rights of First-Priority Secured Parties. Nothing contained herein shall, except as expressly provided herein, prohibit or in any way limit any First-Priority Representative or any other First-Priority Secured Party from objecting in any
Insolvency or Liquidation Proceeding or otherwise to any action taken by any Second-Priority Secured Party, including the seeking by any Second-Priority Secured Party of adequate protection or the assertion by any Second-Priority Secured Party of
any of its rights and remedies under the Second-Priority Documents or otherwise. 

  
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 6.12 Post-Petition Interest. No Second-Priority Representative, on behalf of itself or
any Second-Priority Secured Party, shall oppose or seek to challenge any claim by the First-Priority Representative or any other First-Priority Secured Party for allowance or payment in any Insolvency or Liquidation Proceeding of the First-Priority
Obligations consisting of Post-Petition Interest, fees or expenses to the extent of the value of the Liens securing the First-Priority Collateral, without regard to the existence of the Liens securing the Second-Priority Collateral, and whether or
not such Post-Petition Interest, fees or expenses are allowed or allowable under applicable Bankruptcy Law in such Insolvency or Liquidation Proceeding. 

6.13 Other Matters. Each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, agrees
that it will raise no objection to (and will not otherwise contest or join with or support any third party opposing, objecting to or contesting) any other request for judicial relief made in any court by any holder of First-Priority Obligations
relating to the lawful enforcement of any Lien on First-Priority Collateral. To the extent that any Second-Priority Representative or any Second-Priority Secured Party has or acquires rights under Section 363 or Section 364 of Title 11 of
the United States Code or any similar provision of any other Bankruptcy Law with respect to any of the Common Collateral, such Second-Priority Representative, on behalf of itself and each Second-Priority Secured Party, or such Second-Priority
Secured Party agrees not to assert any such rights without the prior written consent of each First-Priority Representative, provided that if requested by any First-Priority Representative, such Second-Priority Representative shall timely exercise
such rights in the manner requested by the First-Priority Representatives (acting unanimously), including any rights to payments in respect of such rights. 

6.14 Filing of Motions. Until the Discharge of First Priority Obligations has occurred, the Second-Priority Representative agrees on
behalf of itself and the other Second-Priority Secured Parties that no Second-Priority Secured Party shall, in or in connection with any Insolvency or Liquidation Proceeding, file any pleadings or motions, take any position at any hearing or
proceeding of any nature, or otherwise take any action whatsoever, in each case in respect of any of the Common Collateral, including, without limitation, with respect to the determination of any Liens or claims held by any First Priority
Representative (including the validity and enforceability thereof) or any other First Priority Secured Party or the value of any claims of such parties under Section 506(a) of Title 11 of the United States Code or the equivalent provision of
the Bankruptcy Law of any other relevant jurisdiction or otherwise; provided that the Second-Priority Representative may file a proof of claim in an Insolvency or Liquidation Proceeding, subject to the limitations contained in this Agreement
and only if consistent with the terms and the limitations on the Second-Priority Representative imposed hereby. 
 Section 7. Reliance;
Waivers; Etc. 
 7.1 Reliance. All loans and other extensions of credit made or deemed made on and after the date hereof by the
First-Priority Secured Parties to the Company or any Subsidiary of the Company shall be deemed to have been given and made in reliance upon this 

  
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Agreement. Each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party (other than the Trustee and the Notes Collateral Agent), acknowledges that it
and the applicable Second-Priority Secured Parties (other than the Trustee and the Notes Collateral Agent) have, independently and without reliance on any First-Priority Collateral Agent or any First-Priority Secured Party, and based on documents
and information deemed by them appropriate, made their own credit analysis and decision to enter into the applicable Second-Priority Documents, this Agreement and the transactions contemplated hereby and thereby and they will continue to make their
own credit decision in taking or not taking any action under the applicable Second-Priority Documents or this Agreement. 
 7.2 No
Warranties or Liability. Each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, acknowledges and agrees that neither any First-Priority Collateral Agent nor any First-Priority Secured Party
has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the First-Priority Documents, the ownership of any Common Collateral or
the perfection or priority of any Liens thereon. The First-Priority Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the First-Priority Documents in accordance with law and as they may
otherwise, in their sole discretion, deem appropriate, and the First-Priority Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that any Second-Priority Representative or any of the
Second-Priority Secured Parties have in the Common Collateral or otherwise, except as otherwise provided in this Agreement. Neither any First-Priority Collateral Agent nor any First-Priority Secured Party shall have any duty to any Second-Priority
Representative or any Second-Priority Secured Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreements with the Company or any Subsidiary thereof
(including the Second-Priority Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the First-Priority Collateral Agents, the First-Priority Secured Parties, the
Second-Priority Representatives and the Second-Priority Secured Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to
(a) the enforceability, validity, value or collectability of any of the Second-Priority Obligations, the First-Priority Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) the
Company’s or any other Grantor’s title to or right to transfer any of the Common Collateral or (c) any other matter except as expressly set forth in this Agreement. 

7.3 Obligations Unconditional. All rights, interests, agreements and obligations of the First-Priority Collateral Agents and the
First-Priority Secured Parties, and the Second-Priority Representatives and the Second-Priority Secured Parties, respectively, hereunder shall remain in full force and effect irrespective of: 

(a) any lack of validity or enforceability of any First-Priority Documents or any Second-Priority Documents; 

(b) any change in the time, manner or place of payment of, or in any other terms of, all or any of the First-Priority Obligations or
Second-Priority Obligations, or any 

  
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amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, or any Refinancing of, the terms of the Credit Agreement or any
other First-Priority Document or of the terms of the Notes Indenture or any other Second-Priority Document; 
 (c) any exchange, release,
voiding, avoidance or non-perfection of any security interest in any Common Collateral or any other collateral, or any release, amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, or any Refinancing of,
all or any of the First-Priority Obligations or Second-Priority Obligations or any guarantee thereof; 
 (d) the commencement of any
Insolvency or Liquidation Proceeding in respect of the Company or any other Grantor; or 
 (e) any other circumstances that otherwise might
constitute a defense available to, or a discharge of, the Company or any other Grantor in respect of the First-Priority Obligations, or of any Second-Priority Representative or any Second-Priority Secured Party in respect of this Agreement. 

7.4 No Waivers. No right or benefit of any party hereunder shall at any time in any way be prejudiced or impaired by any act or failure
to act on the part of such party or any other party hereto or by any noncompliance by any Grantor with the terms and conditions of any of the First-Priority Documents or the Second-Priority Documents. 

Section 8. Miscellaneous. 

8.1 Conflicts. Subject to Section 8.19, in the event of any conflict between the terms of this Agreement and the terms of
any First-Priority Document or any Second-Priority Document, the terms of this Agreement shall govern. 
 8.2 Continuing Nature of this
Agreement; Severability. Subject to Section 5.7 and Section 6.4, this Agreement shall continue to be effective until the Discharge of First-Priority Obligations shall have occurred or such later time as all the
Obligations in respect of the Second-Priority Obligations shall have been paid in full. This is a continuing agreement of lien subordination and the First-Priority Secured Parties may continue, at any time and without notice to each Second-Priority
Representative or any Second-Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Grantor constituting First-Priority Obligations in reliance hereon. The terms
of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding, any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining
provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace any
invalid, illegal or unenforceable provisions of this Agreement with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 

  
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 8.3 Amendments; Waivers. No amendment, supplement, modification or waiver of any of
the provisions of this Agreement shall be deemed to be made unless the same shall be in writing signed on behalf of each Second-Priority Representative (or its authorized agent) and First-Priority Representative (or its authorized agent), in each
case, acting in accordance with the applicable First-Priority Documents and Second-Priority Documents, and each waiver, if any, shall be a waiver only with respect to the specific instance involved and shall in no way impair the rights of the
parties making such waiver or the obligations of the other parties to such party in any other respect or at any other time; provided that any such amendment, supplement, modification or waiver which by the terms of this Agreement requires the
Company or any other Grantor’s consent or which increases the obligations or reduces the rights of, or otherwise materially adversely affects, the Company or any Grantor, shall require the consent of the Company. Notwithstanding anything in
this Section 8.3 to the contrary, this Agreement may be amended from time to time at the request of the Company, at the Company’s expense, and without the consent of any First-Priority Representative, any Second-Priority
Representative, any First-Priority Secured Party or any Second-Priority Secured Party, but subject to the requirements and consent rights set forth in Section 8.21, to (i) add other parties holding Other First-Priority Obligations
(or any agent or trustee therefor) (subject to the prior written consent of the First-Priority Collateral Agents and each other First-Priority Representative, and subject to the negotiation of an intercreditor agreement in form and substance
reasonably satisfactory to the existing First-Priority Representatives and the existing Required Lenders) and Other Second-Priority Obligations (or any agent or trustee therefor) in each case to the extent such Obligations are not prohibited by any
First-Priority Credit Document or any Second-Priority Credit Document, (ii) in the case of Other Second-Priority Obligations, (a) establish that the Lien on the Common Collateral securing such Other Second-Priority Obligations shall be
junior and subordinate in all respects to all Liens on the Common Collateral securing any First-Priority Obligations and shall share in the benefits of the Common Collateral equally and ratably with all Liens on the Common Collateral securing any
Second-Priority Obligations (subject to the terms of the Second-Priority Documents), and (b) provide to the holders of such Other Second-Priority Obligations (or any agent or trustee thereof) the comparable rights and benefits (including any
improved rights and benefits that have been consented to by the First-Priority Collateral Agents) as are provided to the holders of Second-Priority Obligations under this Agreement (subject to the terms of the Second-Priority Documents), and
(iii) in the case of Other First-Priority Obligations, (a) establish that the Lien on the Common Collateral securing such Other First-Priority Obligations shall be superior in all respects to all Liens on the Common Collateral securing any
Second-Priority Obligations and shall share in the benefits of the Liens on the Common Collateral securing any First-Lien Obligations to the extent set forth in an intercreditor agreement negotiated by, and in form and substance reasonably
satisfactory to, the existing First-Priority Representatives and the existing Required Lenders (subject to the terms of the First-Priority Documents), and (b) subject to the prior written consent of the First-Priority Collateral Agents and each
other First-Priority Representative, provide to the holders of such Other First-Priority Obligations (or any agent or trustee thereof) the comparable rights and benefits as are provided to the holders of First-Priority Obligations under this
Agreement (subject to the terms of the intercreditor agreement referred to in clause (a) above and the terms of the other First-Priority Documents), in each case so long as such modifications are not prohibited by any First-Priority Credit
Document or any Second-Priority Credit Document. Any such additional party and each First-Priority Representative and 

  
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each Second-Priority Representative shall be entitled to rely on the determination of an officer of the Company that such modifications are not prohibited by any First-Priority Credit Document or
any Second-Priority Credit Document if such determination is set forth in an officer’s certificate delivered to such party, each First-Priority Representative and each Second-Priority Representative. At the request (and sole expense) of the
Company, without the consent of any other First-Priority Secured Party or other Second-Priority Secured Party except as otherwise provided in this Section 8.3, each of the First-Priority Collateral Agents (solely to the extent such
Person consents to the same), the Second-Priority Collateral Agent and each other First-Priority Representative (solely to the extent such Person consents to the same) and Second-Priority Representative shall execute and deliver an acknowledgment
and confirmation of such permitted modifications and/or enter into an amendment, a restatement or a supplement of this Agreement to facilitate such permitted modifications (it being understood that such actions shall not be required for the
effectiveness of any such modifications). 
 8.4 Information Concerning Financial Condition of the Company and the Subsidiaries. The
First-Priority Collateral Agents, the First-Priority Secured Parties, each Second-Priority Representative and the Second-Priority Secured Parties shall each be responsible for keeping themselves informed of (a) the financial condition of the
Company and the Subsidiaries of the Company and all endorsers and/or guarantors of the Second-Priority Obligations or the First-Priority Obligations and (b) all other circumstances bearing upon the risk of nonpayment of the Second-Priority
Obligations or the First-Priority Obligations. The First-Priority Collateral Agents, the First-Priority Secured Parties, each Second-Priority Representative and the Second-Priority Secured Parties shall have no duty to advise any other party
hereunder of information known to it or them regarding such condition or any such circumstances or otherwise. In the event that any First-Priority Collateral Agent, any First-Priority Secured Party, any Second-Priority Representative or any
Second-Priority Secured Party, in its or their sole discretion, undertakes at any time or from time to time to provide any such information to any other party, it or they shall be under no obligation (w) to make, and the First-Priority
Collateral Agents, the First-Priority Secured Parties, the Second-Priority Representatives and the Second-Priority Secured Parties shall not make, any express or implied representation or warranty, including with respect to the accuracy,
completeness, truthfulness or validity of any such information so provided, (x) to provide any additional information or to provide any such information on any subsequent occasion, (y) to undertake any investigation or (z) to disclose
any information that, pursuant to accepted or reasonable commercial finance practices, such party wishes to maintain confidential or is otherwise required to maintain confidential. 

8.5 Subrogation. Each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, hereby
waives any rights of subrogation it may acquire as a result of any payment hereunder until the Discharge of First-Priority Obligations has occurred. 

8.6 Application of Payments. Except as otherwise provided herein, all payments received by the First-Priority Secured Parties may be
applied, reversed and reapplied, in whole or in part, to such part of the First-Priority Obligations as the First-Priority Secured Parties, in their sole discretion, deem appropriate, consistent with the terms of the First-Priority Documents. Except
as otherwise provided herein, each Second-Priority Representative, on behalf 

  
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of itself and each applicable Second-Priority Secured Party, assents to any such extension or postponement of the time of payment of the First-Priority Obligations or any part thereof and to any
other indulgence with respect thereto, to any substitution, exchange or release of any security that may at any time secure any part of the First-Priority Obligations and to the addition or release of any other Person primarily or secondarily liable
therefor. 
 8.7 Consent to Jurisdiction; WAIVER OF JURY TRIAL; Other Waivers. The parties hereto irrevocably and unconditionally
agree that they will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against any First-Priority Secured Party, or any affiliate of the foregoing in
any way relating to this Agreement or the transactions relating hereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any
appellate court from any thereof. The parties hereto consent to the jurisdiction of any state or federal court located in New York County, New York, and consent that all service of process may be made by registered mail directed to such party as
provided in Section 8.8 for such party. Service so made shall be deemed to be completed three days after the same shall be posted as aforesaid. The parties hereto waive any objection to any action instituted hereunder in any such court
based on forum non conveniens, and any objection to the venue of any action instituted hereunder in any such court. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING
OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, VERBAL OR WRITTEN STATEMENT OR ACTION OF ANY PARTY HERETO IN CONNECTION WITH THE SUBJECT MATTER HEREOF. 

8.8 Notices. All notices to the First-Priority Secured Parties and the Second-Priority Secured Parties permitted or required under this
Agreement may be sent to the First-Priority Collateral Agents, the Notes Collateral Agent, or any other First-Priority Representative or Second-Priority Representative as provided in the Credit Agreement, the Notes Indenture, the relevant
First-Priority Document or the relevant Second-Priority Document, as applicable. Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to be given shall be in writing and may be personally
served, faxed, electronically mailed or sent by courier service or U.S. mail and shall be deemed to have been given when delivered in person or by courier service, upon receipt of a telecopy or electronic mail or upon receipt via U.S. mail
(registered or certified, with postage prepaid and properly addressed). For the purposes hereof, the addresses of the parties hereto shall be as set forth below each party’s name on the signature pages hereto, as provided in the Credit
Agreement, the Notes Indenture, the relevant First-Priority Document or the relevant Second-Priority Document, as applicable, or, as to each party, at such other address as may be designated by such party in a written notice to all of the other
parties. Each First-Priority Representative hereby agrees to promptly notify each Second-Priority Representative upon payment in full in cash of all indebtedness under the applicable First-Priority Documents (except for contingent indemnities and
cost and reimbursement obligations to the extent no claim therefor has been made). 
 8.9 Further Assurances. Each of the
Second-Priority Representatives, on behalf of itself and each applicable Second-Priority Secured Party, and each of the First-Priority 

  
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Representatives, on behalf of itself and each applicable First-Priority Secured Party, agrees that each of them shall take such further action and shall execute and deliver to the First-Priority
Collateral Agents and the First-Priority Secured Parties such additional documents and instruments (in recordable form, if requested) as the First-Priority Collateral Agents or the First-Priority Secured Parties may reasonably request to effectuate
the terms of and the lien priorities contemplated by this Agreement. 
 8.10 Governing Law. THIS AGREEMENT AND ANY CLAIMS,
CONTROVERSY, DISPUTE OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
ANY PRINCIPLE OF CONFLICTS OF LAW THAT COULD REQUIRE THE APPLICATION OF ANY OTHER LAW. 
 8.11 Binding on Successors and Assigns.
This Agreement shall be binding upon the First-Priority Collateral Agents, the other First-Priority Representatives, the First-Priority Secured Parties, the Second-Priority Representatives, the Second-Priority Secured Parties, the Company, the
Company’s Subsidiaries party hereto and their respective permitted successors and assigns. 
 8.12 Specific Performance. Each
First-Priority Collateral Agent may demand specific performance of this Agreement. Each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, hereby irrevocably waives any defense based on the
adequacy of a remedy at law and any other defense that might be asserted to bar the remedy of specific performance in any action that may be brought by any First-Priority Collateral Agent. 

8.13 Section Titles. The section titles contained in this Agreement are and shall be without substantive meaning or content of any kind
whatsoever and are not a part of this Agreement. 
 8.14 Counterparts. This Agreement may be executed in one or more counterparts,
including by means of facsimile or pdf, each of which shall be an original and all of which shall together constitute one and the same document. Delivery of an executed signature page to this Agreement by facsimile or pdf shall be as effective as
delivery of a manually signed counterpart of this Agreement. 
 8.15 Authorization. By its signature, each Person executing this
Agreement on behalf of a party hereto represents and warrants to the other parties hereto that it is duly authorized to execute this Agreement. Each First-Priority Representative represents and warrants that this Agreement is binding upon the
applicable First-Priority Secured Parties for which such First-Priority Representative is acting. Each Second-Priority Representative represents and warrants that this Agreement is binding upon the applicable Second-Priority Secured Parties for
which such Second-Priority Representative is acting. 

  
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 8.16 No Third Party Beneficiaries; Successors and Assigns. This Agreement and the
rights and benefits hereof shall inure solely to the benefit of the First-Priority Representatives, the First-Priority Secured Parties, the Second-Priority Representatives and the Second-Priority Secured Parties, and their respective permitted
successors and assigns, and no other Person (including the Company and its Subsidiaries). This Agreement and the rights and benefits hereof shall be binding upon each of the parties hereto and their respective permitted successors and assigns and
the holders of First-Priority Obligations and Second-Priority Obligations and their respective permitted successors and assigns. No other Person shall have or be entitled to assert rights or benefits hereunder. 

8.17 Effectiveness. This Agreement shall become effective when executed and delivered by the parties hereto. This Agreement shall be
effective both before and after the commencement of any Insolvency or Liquidation Proceeding. All references to the Company or any other Grantor shall include the Company or any other Grantor as debtor and debtor-in-possession and any receiver,
interim receiver, receiver and manager or trustee or similar person for the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. 

8.18 First-Priority Representatives and Second-Priority Representatives. It is understood and agreed that (a) JPMorgan is entering
into this Agreement in its capacity as administrative agent and administrative collateral agent under the Credit Agreement and the provisions of Article VIII of the Credit Agreement applicable to JPMorgan as administrative agent and administrative
collateral agent thereunder shall also apply to JPMorgan as a Credit Agreement Collateral Agent and a First-Priority Collateral Agent hereunder, (b) JPMorgan Chase Bank, N.A., London Branch, is entering into this Agreement in its capacity as UK
security trustee under the Credit Agreement and the provisions of Article VIII of the Credit Agreement applicable to JPMorgan Chase Bank, N.A., London Branch, as UK security trustee thereunder, shall also apply to JPMorgan Chase Bank, N.A., London
Branch, as a Credit Agreement Collateral Agent and a First-Priority Collateral Agent hereunder, and (c) Wilmington Trust, National Association is entering into this Agreement in its capacity as Notes Collateral Agent under the Notes Collateral
Agreement, and the provisions of Article XI of the Notes Indenture applicable to the Notes Collateral Agent thereunder shall also apply to it as Second-Priority Collateral Agent and Notes Collateral Agent hereunder. 

8.19 Relative Rights. Notwithstanding anything in this Agreement to the contrary (except to the extent contemplated by Sections
5.1 and 5.3(b)), nothing in this Agreement is intended to or will (a) amend, waive or otherwise modify the provisions of the Credit Agreement, the Notes Indenture or any other First-Priority Document or Second-Priority Document
entered into in connection with the Credit Agreement, the Notes Indenture or any other First-Priority Document or Second-Priority Document or permit the Company or any Subsidiary of the Company to take any action, or fail to take any action, to the
extent such action or failure would otherwise constitute a breach of, or default under, the Credit Agreement, the Notes Indenture or any other First-Priority Document or Second-Priority Document entered into in connection with the Credit Agreement,
the Notes Indenture or any other First-Priority Document or Second-Priority Credit Document, (b) change the relative priorities of the First-Priority Obligations or the Liens granted under the First-Priority Documents on the Common Collateral
(or any other assets) as among the First-Priority Secured Parties or (c) otherwise 

  
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change the relative rights of the First-Priority Secured Parties in respect of the Common Collateral as among such First-Priority Secured Parties or (d) obligate the Company or any
Subsidiary of the Company to take any action, or fail to take any action, that would otherwise constitute a breach of, or default under, the Credit Agreement, the Notes Indenture or any other First-Priority Document or Second-Priority Document
entered into in connection with the Credit Agreement, the Notes Indenture or any other First-Priority Document or Second-Priority Document. 

8.20 Second-Priority Collateral Agent. The Second-Priority Collateral Agent is executing and delivering this Agreement solely in its
capacity as such and pursuant to directions set forth in the Notes Indenture; and in so doing, the Second-Priority Collateral Agent shall not be responsible for the terms or sufficiency of this Agreement for any purpose. The Second-Priority
Collateral Agent shall not have duties or obligations under or pursuant to this Agreement other than such duties expressly set forth in this Agreement as duties on its part to be performed or observed. In entering into this Agreement, or in taking
(or forbearing from) any action under or pursuant to this Agreement, the Second-Priority Collateral Agent shall have and be protected by all of the rights, immunities, indemnities and other protections granted to it under the Notes Indenture and, as
applicable, the Notes Collateral Agreement. 
 8.21 Joinder Requirements. 

(a) The Company may designate additional obligations as Other First-Priority Obligations or Other Second-Priority Obligations pursuant to this
Section 8.21 if (x) the First-Priority Collateral Agents and each other First-Priority Representative consents in writing to such designation prior to the effectiveness of any such Other First-Priority Obligations, (y) the
incurrence of such obligations is not prohibited by any First-Priority Document or Second-Priority Document then in effect and (z) the Company shall have delivered an officer’s certificate to each First-Priority Representative and each
Second-Priority Representative certifying the same. If not so prohibited, upon satisfaction of the requirements in the immediately preceding sentence, the Company shall (i) notify each First-Priority Representative and each Second-Priority
Representative in writing of such designation and (ii) cause the applicable new First-Priority Representative or Second-Priority Representative to execute and deliver to each other First-Priority Representative and Second-Priority
Representative, a Joinder Agreement substantially in the form of Exhibit A or Exhibit B, as applicable, hereto. 
 (b) The
Company and each Grantor agrees that, if any Subsidiary shall become a Grantor after the date hereof, it will promptly cause such Subsidiary to become party hereto by executing and delivering an instrument in the form of Exhibit C hereto.
Upon such execution and delivery, such Subsidiary will become a Grantor hereunder with the same force and effect as if originally named as a Grantor herein. The execution and delivery of such instrument shall not require the consent of any other
party hereunder, and will be acknowledged by the First-Priority Collateral Agents. The Company shall deliver a copy of each such instrument to each First-Priority Representative and each Second-Priority Representative. The rights and obligations of
each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Grantor as a party to this Agreement. 

  
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 8.22 Intercreditor Agreements. 

(a) Each party hereto agrees that the First-Priority Secured Parties (as among themselves) and the Second-Priority Secured Parties (as among
themselves) may each enter into intercreditor agreements (or similar arrangements) with the applicable First-Priority Representatives or Second-Priority Representatives, as the case may be, governing the rights, benefits and privileges as among the
First-Priority Secured Parties or as among the Second-Priority Secured Parties, as the case may be, in respect of any or all of the Common Collateral, this Agreement and the other First-Priority Collateral Documents or the other Second-Priority
Collateral Documents, as the case may be, including as to application of proceeds of any Common Collateral, voting rights, control of any Common Collateral and waivers with respect to any Common Collateral, in each case so long as the terms thereof
do not violate or conflict with the provisions of this Agreement or the other First-Priority Collateral Documents or Second-Priority Collateral Documents, as the case may be. In any event, if a respective intercreditor agreement (or similar
arrangement) exists, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or any other First-Priority Collateral Document or Second-Priority Collateral Document, and the provisions
of this Agreement and the other First-Priority Collateral Documents and Second-Priority Collateral Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or
otherwise supplemented from time to time in accordance with the terms thereof, including to give effect to any intercreditor agreement (or similar arrangement)). 

(b) In addition, in the event that the Company or any Subsidiary thereof incurs any Obligations secured by a Lien on any Common Collateral
that is junior to Liens thereon securing any First-Priority Obligations or Second-Priority Obligations, as the case may be, and such Obligations are not designated by the Company as Second-Priority Obligations, then the First-Priority Collateral
Agents and/or Second-Priority Collateral Agent shall upon the request of the Company enter into an intercreditor agreement with the agent or trustee for the creditors with respect to such secured Obligations to reflect the relative Lien priorities
of such parties with respect to the relevant portion of the Common Collateral and governing the relative rights, benefits and privileges as among such parties in respect of such Common Collateral, including as to application of the proceeds of such
Common Collateral, voting rights, control of such Common Collateral and waivers with respect to such Common Collateral, in each case, so long as such Liens and the Obligations secured thereby are not prohibited by, and the terms of such
intercreditor agreement are in form and substance reasonably satisfactory to each First-Priority Representative, the Required Lenders and each Second-Priority Representative and do not violate or conflict with, the provisions of this Agreement or
any of the First-Priority Documents or Second-Priority Documents, as the case may be. If any such intercreditor agreement (or similar arrangement) is entered into, the provisions thereof shall not be (or be construed to be) an amendment,
modification or other change to this Agreement or any First-Priority Documents, and the provisions of this Agreement, the First-Priority Documents and the Second-Priority Documents shall remain in full force and effect in accordance with the terms
hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the respective terms thereof, including to give effect to any intercreditor agreement (or similar arrangement)). 

  
 41 









 * * * CONFIDENTIAL * * * 

 

 (c) This Agreement is deemed to be an amendment of the Existing Intercreditor Agreements.

 [Remainder of page intentionally left blank] 

  
 42 









 * * * CONFIDENTIAL * * * 

 

 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first written above. 
  

			
	JPMORGAN CHASE BANK, N.A.,
	 as Credit Agreement Administrative Agent,

a Credit Agreement Collateral Agent, and a First-Priority Collateral Agent

		
	By:		  

	Name:		
	Title:		
	
	JPMORGAN CHASE BANK, N.A., LONDON BRANCH, as a Credit Agreement Collateral Agent and a First-Priority Collateral Agent
		
	By:		  

	Name:		
	Title:		
	
	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Notes Collateral Agent and Second-Priority Collateral Agent
		
	By:		  

	Name:		
	Title:		










 * * * CONFIDENTIAL * * * 

 

 
			
	 COTT CORPORATION

CORPORATION COTT

		
	By:		  

	Name:		
	Title:		
	
	COTT BEVERAGES INC.
		
	By:		  

	Name:		
	Title:		
	
	COTT BEVERAGES LIMITED
		
	By:		  

	Name:		
	Title:		
	
	CLIFFSTAR LLC
		
	By:		  

	Name:		
	Title:		
	
	DS SERVICES HOLDINGS, INC.
		
	By:		  

	Name:		
	Title:		
	
	DS SERVICES OF AMERICA, INC.
		
	By:		  

	Name:		
	Title:		










 * * * CONFIDENTIAL * * * 

 


					
	DS WATERS ENTERPRISES, INC.
		
	By:		  

	Name:		
	Title:		
	
	DS WATERS OF AMERICA, INC.
		
	By:		  

	Name:		
	Title:		
	
	CRYSTAL SPRINGS OF ALABAMA HOLDINGS, LLC
	POLYCYCLE SOLUTIONS, LLC
		
	By:		DS Waters of America, Inc., the sole member of each of the foregoing
			
			By:		  

			Name:		
			Title:		










 * * * CONFIDENTIAL * * * 

 

 EXHIBIT A 

Joinder Agreement 

JOINDER AGREEMENT 

(Other First-Priority Obligations) 

JOINDER AGREEMENT (this “Agreement”) dated as of
[                    ], [                    ],
among [                    ] (the “New Representative”), as an Other First-Priority Representative,
[[                    ] (the “New Collateral Agent”)]7, as an Other
First-Priority Collateral Agent, JPMORGAN CHASE BANK, N.A., as Credit Agreement Administrative Agent, a Credit Agreement Collateral Agent, and a First-Priority Collateral Agent, JPMORGAN CHASE BANK, N.A., LONDON BRANCH, as a Credit Agreement
Collateral Agent and a First-Priority Collateral Agent, WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral agent for the Notes Secured Parties (together with its successors and co-agents in substantially the same capacity as may from time to time
be appointed) and as Notes Collateral Agent and Second-Priority Collateral Agent, each additional Other First-Priority Representative (other than the New Representative) and Other Second-Priority Representative party thereto, COTT CORPORATION
CORPORATION COTT on behalf of itself and its Subsidiaries. 
 This Agreement is supplemental to that certain Amended and Restated
Intercreditor Agreement, dated as of [                    ] (as the same may be amended, restated, supplemented or otherwise modified from time to
time, the “Intercreditor Agreement”), by and among the parties (other than the New Representative and the New Collateral Agent) referred to above. This Agreement has been entered into to record the accession of the New
Representative[s] as Other First-Priority Representative[s] under the Intercreditor Agreement [and to record the accession of the New Collateral Agent as an Other First-Priority Collateral Agent under the Intercreditor Agreement]. 

ARTICLE I 
 Definitions 

 SECTION 1.01 Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Intercreditor Agreement. 

ARTICLE II 
 Accession 

 SECTION 2.01 [The][/Each] New Representative agrees to become, with immediate effect, a party to and agrees, on behalf of itself and the
related Other First-Priority Secured Parties, to be bound by the terms of, the Intercreditor Agreement as an Other First-Priority Representative, and the related Other First-Priority Obligations and Other First-Priority Secured Parties become
subject to and bound by the terms of, the Intercreditor Agreement as 
  

	1	To be included if applicable. 









 * * * CONFIDENTIAL * * * 

 

 
Other First-Priority Obligations and Other First-Priority Secured Parties, respectively, with the same force and effect as if the New Representative had originally been party to the Intercreditor
Agreement as an Other First-Priority Representative. The Intercreditor Agreement is hereby incorporated herein by reference. 
 SECTION 2.02
[The New Collateral Agent agrees to become, with immediate effect, a party to and agrees, on behalf of itself and the related Other First-Priority Secured Parties, to be bound by the terms of, the Intercreditor Agreement as an Other First-Priority
Collateral Agent as if it had originally been party to the Intercreditor Agreement as an Other First-Priority Collateral Agent.] 
 SECTION
2.03 The New Representative[s] and the New Collateral Agent each confirm the designation and appointment of the First-Priority Collateral Agent as provided in the Intercreditor Agreement. 

SECTION 2.04 Each of the New Representative[s] and the New Collateral Agent represents and warrants to the other First-Priority
Representatives, Second-Priority Representatives and the other Secured Parties that (a) it has full power and authority to enter into this Agreement, in its capacity as [agent][trustee] and (ii) this Agreement has been duly authorized,
executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, except as may be limited by Bankruptcy Laws and by general principals of equity. 

SECTION 2.05 The New Representative[s] and the New Collateral Agent confirm[s] that their address details for notices pursuant to the
Intercreditor Agreement [is][/are] as follows: [        ]. 
 SECTION 2.06 Each party to this
Agreement (other than the New Representative[s] and the New Collateral Agent) confirms the acceptance of the New Representative[s] and New Collateral Agent as an Other First-Priority Representative and Other First-Priority Collateral Agent,
respectively, for purposes of the Intercreditor Agreement. 
 SECTION 2.07 [        ] [is][/are]
acting in the capacities of Other First-Priority Representative[s] and [        ] is acting in its capacity as Other First-Priority Collateral Agent solely for the [Secured Parties] under
[        ]. 
 ARTICLE III 

Miscellaneous 
 SECTION
3.01 This Agreement shall be governed by, and construed in accordance with, the law of the State of New York. 
 SECTION 3.02 This Agreement
may be executed in one or more counterparts, including by means of facsimile or pdf, each of which shall be an original and all of which shall together constitute one and the same document. Delivery of an executed signature page to this Agreement by
facsimile or pdf shall be as effective as delivery of a manually signed counterpart of this Agreement. 








 * * * CONFIDENTIAL * * * 

 

 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed
by their respective authorized officers as of the day and year first above written. 
  

			
	[                    ],
	
	 as an Other First-Priority Representative[and

as an Other First-Priority Collateral Agent]

		
	By:		  

	Name:		
	Title:		
	
	 JPMORGAN CHASE BANK, N.A.,

as Credit Agreement Administrative Agent, a Credit Agreement Collateral Agent, and a First-Priority Collateral Agent

		
	By:		  

	Name:		
	Title:		
	
	JPMORGAN CHASE BANK, N.A., LONDON BRANCH, as a Credit Agreement Collateral Agent and a First-Priority Collateral Agent
		
	By:		  

	Name:		
	Title:		
	
	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Notes Collateral Agent and Second-Priority Collateral Agent
		
	By:		  

	Name:		
	Title:		










 * * * CONFIDENTIAL * * * 

 

 
			
	[                    ],
	as an Other First-Priority Representative
		
	By:		  

	Name:		
	Title:		
	
	
[                    ],

as an Other Second-Priority Representative

		
	By:		  

	Name:		
	Title:		
	
	 COTT CORPORATION

CORPORATION COTT

		
	By:		  

	Name:		
	Title:		










 * * * CONFIDENTIAL * * * 

 

 EXHIBIT B 

Joinder Agreement 

JOINDER AGREEMENT 

(Other Second-Priority Obligations) 

JOINDER AGREEMENT (this “Agreement”) dated as of
[                    ], [                    ],
among [                    ] (the “New Representative”), as an Other Second-Priority Representative,
[[                    ] (the “New Collateral Agent”)]1, as an Other
Second-Priority Collateral Agent, JPMORGAN CHASE BANK, N.A., as Credit Agreement Administrative Agent, a Credit Agreement Collateral Agent, and a First-Priority Collateral Agent, JPMORGAN CHASE BANK, N.A., LONDON BRANCH, as a Credit Agreement
Collateral Agent and a First-Priority Collateral Agent, WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral agent for the Notes Secured Parties (together with its successors and co-agents in substantially the same capacity as may from time to time
be appointed) and as Notes Collateral Agent and Second-Priority Collateral Agent, each additional Other First-Priority Representative (other than the New Representative) and Other Second-Priority Representative party thereto, COTT CORPORATION
CORPORATION COTT on behalf of itself and its Subsidiaries. 
 This Agreement is supplemental to that certain First Lien/Second Lien
Intercreditor Agreement, dated as of [                    ] (as the same may be amended, restated, supplemented or otherwise modified from time to
time, the “Intercreditor Agreement”), by and among the parties (other than the New Representative and the New Collateral Agent) referred to above. This Agreement has been entered into to record the accession of the New
Representative[s] as Other Second-Priority Representative[s] under the Intercreditor Agreement [and to record the accession of the New Collateral Agent as an Other Second-Priority Collateral Agent under the Intercreditor Agreement]. 

ARTICLE I 
 Definitions

 SECTION 1.01 Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Intercreditor Agreement.

 ARTICLE II 
 Accession

 SECTION 2.01 [The][/Each] New Representative agrees to become, with immediate effect, a party to and agrees, on behalf of itself and
the related Other Second-Priority Secured Parties, to be bound by the terms of, the Intercreditor Agreement as an Other Second-Priority Representative, and the related Other Second-Priority Obligations and Other Second- 

 

	1 	To be included if applicable. 









 * * * CONFIDENTIAL * * * 

 

 
Priority Secured Parties become subject to and bound by the terms of, the Intercreditor Agreement as Other Second-Priority Obligations and Other Second-Priority Secured Parties, respectively,
with the same force and effect as if the New Representative had originally been party to the Intercreditor Agreement as an Other Second-Priority Representative. The Intercreditor Agreement is hereby incorporated herein by reference. 

SECTION 2.02 [The New Collateral Agent agrees to become, with immediate effect, a party to and agrees, on behalf of itself and the related
Other Second-Priority Secured Parties, to be bound by the terms of, the Intercreditor Agreement as an Other Second-Priority Collateral Agent as if it had originally been party to the Intercreditor Agreement as an Other Second-Priority Collateral
Agent.] 
 SECTION 2.03 Each of the New Representative[s] and the New Collateral Agent represents and warrants to the other First-Priority
Representatives, Second-Priority Representatives and the other Secured Parties that (a) it has full power and authority to enter into this Agreement, in its capacity as [agent][trustee] and (ii) this Agreement has been duly authorized,
executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, except as may be limited by Bankruptcy Laws and by general principals of equity. 

SECTION 2.04 The New Representative[s] and the New Collateral Agent confirm[s] that their address details for notices pursuant to the
Intercreditor Agreement [is][/are] as follows: [        ]. 
 SECTION 2.05 Each party to this
Agreement (other than the New Representative[s] and the New Collateral Agent) confirms the acceptance of the New Representative[s] and the New Collateral Agent as an Other Second-Priority Representative and an Other Second-Priority Collateral Agent,
respectively, for purposes of the Intercreditor Agreement. 
 SECTION 2.06 [        ] [is][/are]
acting in the capacities of Other Second-Priority Representative[s] and [        ] is acting in its capacity as Other Second-Priority Collateral Agent solely for the [Secured Parties] under
[        ]. 
 ARTICLE III 

Miscellaneous 
 SECTION
3.01 This Agreement shall be governed by, and construed in accordance with, the law of the State of New York. 
 SECTION 3.02 This Agreement
may be executed in one or more counterparts, including by means of facsimile or pdf, each of which shall be an original and all of which shall together constitute one and the same document. Delivery of an executed signature page to this Agreement by
facsimile or pdf shall be as effective as delivery of a manually signed counterpart of this Agreement. 








 * * * CONFIDENTIAL * * * 

 

 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed
by their respective authorized officers as of the day and year first above written. 
  

			
	
[                    ],

	as an Other Second-Priority Representative[and as an Other Second-Priority Collateral Agent]
		
	By:		  

	Name:		
	Title:		
	
	JPMORGAN CHASE BANK, N.A., as Credit Agreement Administrative Agent, a Credit Agreement Collateral Agent, and a First-Priority Collateral Agent
		
	By:		  

	Name:		
	Title:		
	
	JPMORGAN CHASE BANK, N.A., LONDON BRANCH, as a Credit Agreement Collateral Agent and a First-Priority Collateral Agent
		
	By:		  

	Name:		
	Title:		
	
	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Notes Collateral Agent and Second-Priority Collateral Agent
		
	By:		  

	Name:		
	Title:		










 * * * CONFIDENTIAL * * * 

 

 
			
	[                    ],
	as an Other First-Priority Representative
		
	By:		  

	Name:		
	Title:		
	
	
[                    ],

as an Other Second-Priority Representative

		
	By:		  

	Name:		
	Title:		
	
	 COTT CORPORATION

CORPORATION COTT

		
	By:		  

	Name:		
	Title:		










 * * * CONFIDENTIAL * * * 

 

 EXHIBIT C 

Joinder Agreement 

JOINDER AGREEMENT 
 (New
Grantor) 
 JOINDER AGREEMENT (this “Agreement”) dated as of
[                    ], [                    ],
among [                    ] (the “New Grantor”), as a Grantor, JPMORGAN CHASE BANK, N.A., as Credit Agreement Administrative
Agent, a Credit Agreement Collateral Agent, and a First-Priority Collateral Agent, JPMORGAN CHASE BANK, N.A., LONDON BRANCH, as a Credit Agreement Collateral Agent and a First-Priority Collateral Agent, WILMINGTON TRUST, NATIONAL ASSOCIATION, as
collateral agent for the Notes Secured Parties (together with its successors and co-agents in substantially the same capacity as may from time to time be appointed) and as Notes Collateral Agent and Second-Priority Collateral Agent, each additional
Other First-Priority Representative (other than the New Representative) and Other Second-Priority Representative party thereto, COTT CORPORATION CORPORATION COTT on behalf of itself and its Subsidiaries. 

This Agreement is supplemental to that certain Amended and Restated Intercreditor Agreement, dated as of
[                    ] (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor
Agreement”), by and among the parties (other than the New Grantor) referred to above. This Agreement has been entered into to record the accession of the New Grantor as a Grantor under the Intercreditor Agreement. 

ARTICLE I 
 Definitions

 SECTION 1.01 Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Intercreditor Agreement.

 ARTICLE II 
 Accession

 SECTION 2.01 The New Grantor agrees to become, with immediate effect, a party to and agrees to be bound by the terms of, the
Intercreditor Agreement as a Grantor, with the same force and effect as if the New Grantor had originally been party to the Intercreditor Agreement as a Grantor. Each reference to a “Grantor” in the Intercreditor Agreement shall be deemed
to include the New Grantor. The Intercreditor Agreement is hereby incorporated herein by reference. 
 SECTION 2.02 The New Grantor
represents and warrants to the other First-Priority Representatives, Second-Priority Representatives and the other Secured Parties that (a) it has full power and authority to enter into this Agreement and (ii) this Agreement has been duly









 * * * CONFIDENTIAL * * * 

 

 
authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, except as may be limited by
Bankruptcy Laws and by general principals of equity. 
 SECTION 2.03 The New Grantor confirms that their address details for notices
pursuant to the Intercreditor Agreement is as follows: [        ]. 
 ARTICLE III 

Miscellaneous 
 SECTION
3.01 This Agreement shall be governed by, and construed in accordance with, the law of the State of New York. 
 SECTION 3.02 This Agreement
may be executed in one or more counterparts, including by means of facsimile or pdf, each of which shall be an original and all of which shall together constitute one and the same document. Delivery of an executed signature page to this Agreement by
facsimile or pdf shall be as effective as delivery of a manually signed counterpart of this Agreement. 








 * * * CONFIDENTIAL * * * 

 

 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed
by their respective authorized officers as of the day and year first above written. 
  

			
	[                    ],
	as a New Grantor
		
	By:		  

	Name:		
	Title:		
	
	JPMORGAN CHASE BANK, N.A., as Credit Agreement Administrative Agent, a Credit Agreement Collateral Agent, and a First-Priority Collateral Agent
		
	By:		  

	Name:		
	Title:		
	
	JPMORGAN CHASE BANK, N.A., LONDON BRANCH, as a Credit Agreement Collateral Agent and a First-Priority Collateral Agent
		
	By:		  

	Name:		
	Title:		
	
	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Notes Collateral Agent and Second-Priority Collateral Agent
		
	By:		  

	Name:		
	Title:		










 * * * CONFIDENTIAL * * * 

 

 
			
	[                    ],
	as an Other First-Priority Representative
		
	By:		  

	Name:		
	Title:		
	
	
[                    ],

as an Other Second-Priority Representative

		
	By:		  

	Name:		
	Title:		
	
	 COTT CORPORATION

CORPORATION COTT

		
	By:		  

	Name:		
	Title:		










 * * * CONFIDENTIAL * * * 

 

 SCHEDULE I 

Subsidiary Parties 
 Caroline LLC 

Cott USA Finance LLC 
 Cott Holdings Inc. 

Interim BCB, LLC 
 Cott U.S. Acquisition LLC 

Cott Acquisition LLC 
 Star Real Property LLC 

Cott Vending Inc. 
 Cott Investment, L.L.C. 

Crystal Springs of Alabama Holdings, LLC 
 DSS Group, Inc. 

Cott Retail Brands Limited 
 Cott UK Acquisition Limited 

Cott Acquisition Limited 
 Cott Limited 

Cott Europe Trading Limited 
 Cott Ventures UK Limited 

Cott Ventures Limited 
 Cott Nelson (Holdings) Limited 

Cott (Nelson) Limited 
 Cott Private Label Limited 

Cott Developments Limited 
 Cooke Bros Holdings Limited 

Cooke Bros. (Tattenhall). Limited 
 Mr Freeze (Europe) Limited

 Calypso Soft Drinks Limited 
 TT Calco Limited 

Aimia Foods Holdings Limited 
 Aimia Foods EBT Company Limited

 Aimia Foods Group Limited 
 Aimia Foods Limited 

Stockpack Limited 
 2011438 Ontario Limited 

804340 Ontario Limited 
 967979 Ontario Limited 

156775 Canada Inc. 
 Cott Luxembourg S.A R.L.