SUPPLEMENTAL INDENTURE



 Exhibit 4.4 

SUPPLEMENTAL INDENTURE 
 SUPPLEMENTAL
INDENTURE, (this “Supplemental Indenture”) dated as of July 24, 2014 by and among the parties that are signatories hereto as Guarantors (the “Guaranteeing Subsidiaries”), Cott Beverages Inc., a Georgia
corporation (the “Issuer”), the other Guarantors (as defined in the Indenture referred to herein), Wells Fargo Bank, National Association, as Trustee under the Indenture referred to below, Paying Agent, Registrar, Transfer Agent and
Authenticating Agent (the “Agent”). 
 W I T N E S S E T
H: 
 WHEREAS, the Issuer, each of the Guarantors, the Trustee and the Agent have heretofore executed and delivered an indenture
dated as of June 24, 2014 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of an aggregate principal amount of $525,000,000 of 5.375% Senior Notes due 2022 of the Issuer (the
“Notes”); 
 WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute
and deliver to the Trustee a supplemental indenture to which the Guaranteeing Subsidiaries shall unconditionally guarantee, on a joint and several basis with the other Guarantors, all of the Issuer’s Obligations under the Notes and the
Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”); 
 WHEREAS, this
Supplemental Indenture has not resulted in a material modification of the Notes for purposes of Sections 1471 through 1474 of the Code (“FATCA”). For the avoidance of doubt, the Company shall give the Trustee prompt written notice of any
material modification of the Notes deemed to occur for FATCA purposes. The Trustee shall assume that no material modification for FATCA purposes has occurred regarding the Notes, unless the Trustee receives written notice of such modification from
the Company; and 
 WHEREAS, pursuant to Section 9.1 of the Indenture, the Issuer, any Guarantor, the Trustee and the Agent are
authorized to execute and deliver a supplemental indenture to add additional Guarantors, without the consent of any Holder; 
 NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries, the Issuer, the other Guarantors, the Trustee and the Agent mutually covenant and
agree for the equal and ratable benefit of the Holders of the Notes as follows: 
 ARTICLE I 

DEFINITIONS 
 SECTION 1.1.
Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recitals hereto are used herein as therein defined. The words 







 
“herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any
particular section hereof. 
 ARTICLE II 

AGREEMENT TO BE BOUND; GUARANTEE 

SECTION 2.1. Agreement to be Bound. Each Guaranteeing Subsidiary hereby becomes a party to the Indenture as a Guarantor and as such
will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture. 
 SECTION 2.2.
Guarantee. Each Guaranteeing Subsidiary agrees, on a joint and several basis with all the existing Guarantors, to fully, unconditionally and irrevocably Guarantee to each Holder of the Notes and the Trustee and the Agent the Guaranteed
Obligations pursuant to Article X of the Indenture on a senior basis. 
 MISCELLANEOUS 

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

 Haydock, Merseyside WA11 OQZ 

United Kingdom 
 Attention: Legal
Director 
 SECTION 3.2. Merger and Consolidation. No Guaranteeing Subsidiary shall sell or otherwise dispose of all or substantially
all of its assets to, or consolidate with or merge with or into another Person (other than the Company, the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction) except in accordance with
Section 4.1(f) of the Indenture. 
 SECTION 3.3. Release of Guarantee. This Guarantee shall only be released in
accordance with Section 10.2 of the Indenture. 
 SECTION 3.4. Parties. Nothing expressed or mentioned herein is intended
or shall be construed to give any Person, firm or corporation, other than the Holders, the Trustee and the Agent, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision
herein or therein contained. 
 SECTION 3.5. Governing Law. This Supplemental Indenture shall be governed by, and construed in
accordance with, the laws of the State of New York. 
 SECTION 3.6. Severability. In case any provision in this Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such
invalidity, illegality or unenforceability. 







 SECTION 3.7. Benefits Acknowledged. The Guaranteeing Subsidiaries’ Guarantee is
subject to the terms and conditions set forth in the Indenture. Each Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture
and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits. 
 SECTION
3.8. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full
force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. 

SECTION 3.9. The Trustee and the Agent. Each of the Trustee and the Agent makes no representation or warranty as to the validity or
sufficiency of this Supplemental Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto. 

SECTION 3.10. Counterparts. The parties hereto may sign any number of copies of this Supplemental Indenture. Each signed copy shall be
an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental
Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

 SECTION 3.11. Execution and Delivery. Each Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect
notwithstanding any failure to endorse on each Note a notation of any such Guarantee. 
 SECTION 3.12. Headings. The headings of the
Articles and the Sections in this Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof. 

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

 

			
	COTT BEVERAGES INC.
		
	By:		 /s/ Jason Ausher

	Name:		Jason Ausher
	Title:		Treasurer









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

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

	Name:		Jason Ausher
	Title:		Director









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

	Name:		Gregory Leiter
	Title:		Director









 
			
	COTT USA FINANCE LLC
		
	By:		 /s/ Ceaser Gonzalez

	Name:		Ceaser Gonzalez
	Title:		President









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

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

	Name:		Joanne Lloyd-Davies
	Title:		Director









 
			
	AIMIA FOODS EBT COMPANY LIMITED
	AIMIA FOODS GROUP LIMITED
	AIMIA FOODS HOLDINGS LIMITED
	AIMIA FOODS LIMITED
	STOCKPACK LIMITED
		
	By:		 /s/ Jason Ausher

	Name:		Jason Ausher
	Title:		Director









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

			Name:		Stefan Victory
			Title:		Vice President