Third Supplemental Indenture



 Exhibit 4.7 

THIRD SUPPLEMENTAL INDENTURE 

THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of December 12, 2014, among COTT CORPORATION, a
corporation organized under the laws of Canada (“Cott”), DSS GROUP, INC., a Delaware corporation (“DSS Group”), the subsidiary guarantors listed on Annex A, each a subsidiary of Cott (the “New Subsidiary
Guarantors” and, collectively with Cott and DSS Group, the “New Guarantors”), DS SERVICES OF AMERICA, INC. (formerly known as DS WATERS OF AMERICA, INC.) (or its successor, “DS Services of America”), a
Delaware corporation, and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”). 

W I T N E S S E T H: 
 WHEREAS
Crestview DS Merger Sub II, Inc. (“MergerSub”), a Delaware corporation, certain Guarantors party thereto and the Trustee have heretofore executed an indenture, dated as of August 30, 2013 (as amended, amended and restated,
supplemented or otherwise modified, by the Supplemental Indenture, dated as of August 30, 2013, and the Second Supplemental Indenture, dated as of December 2, 2014, the “Indenture”), providing for the issuance of the
Issuer’s 10.000% Second-Priority Senior Secured Notes due 2021 (the “Notes”), initially in the aggregate principal amount of $350,000,000; 

WHEREAS On August 30, 2013, and immediately after the issuance of the Notes, MergerSub merged with and into DS Waters of America, Inc., a
Delaware corporation (“DS Waters of America” and now known as DS Services of America), with DS Waters of America (now known as DS Services of America) as the surviving corporation, and DS Waters of America (now known as DS Services
of America) assumed all obligations of MergerSub under the Indenture and the Notes. References herein to the “Issuer” refer to DS Services of America (formerly known as DS Waters of America); 

WHEREAS Section 9.01 of the Indenture provides that the New Guarantors may execute and deliver to the Trustee a supplemental indenture
pursuant to which the New Guarantors shall unconditionally guarantee all the Issuer’s Obligations under the Notes and the Indenture pursuant to a Guarantee on the terms and conditions set forth herein; 

WHEREAS pursuant to Sections 9.05, 12.07 and 13.04 of the Indenture, the Issuer has delivered to the Trustee an Opinion of Counsel and
Officers’ Certificate; and 
 WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee and the Issuer are authorized to
execute and deliver this Supplemental Indenture; 
 NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the New Guarantors, the Issuer and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows: 

1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used
herein as therein defined, except that the term “holders” in this Supplemental Indenture shall refer to the term “holders” as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such
holders. 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. 
 2. Agreement to Guarantee. Each of the New Guarantors hereby agree, jointly and severally with all existing
Guarantors (if any), to unconditionally guarantee the Issuer’s Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article XII of the Indenture and to be bound by all other applicable provisions
of the Indenture and the Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture. 
 3. By executing
this Supplemental Indenture, Cott is agreeing to become a party to the Indenture in its capacity as the “Company” as defined therein. 







 4. Notices. All notices or other communications to the New Guarantors shall be given as
provided in Section 13.02 of the Indenture. 
 5. 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. 
 6. Governing Law.
THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. 

7. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental
Indenture or to statements made in the recitals. 
 8. Counterparts. The parties 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. 
 9. Effect of Headings.
The Section headings herein are for convenience only and shall not affect the construction thereof. 
 [Remainder of page intentionally
left blank.] 







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

			
	DS SERVICES OF AMERICA, INC.
		
	By:	 	 /s/ Jason Ausher

	Name:	 	Jason Ausher
	Title:	 	Treasurer
	
	 DSS GROUP, INC.,
 as a New
Guarantor

		
	By:	 	 /s/ Jason Ausher

	Name:	 	Jason Ausher
	Title:	 	Treasurer


 [Signature Page to Third Supplemental Indenture] 







 
			
	156775 CANADA INC.
	2011438 ONTARIO LIMITED
	804340 ONTARIO LIMITED
	967979 ONTARIO LIMITED
	CAROLINE LLC
	CLIFFSTAR LLC
	COTT ACQUISITION LLC
	COTT BEVERAGES INC.
	COTT CORPORATION
	COTT HOLDINGS INC.
	COTT U.S. ACQUISITION LLC
	COTT USA FINANCE LLC
	COTT VENDING INC.
	INTERIM BCB, LLC
	STAR REAL PROPERTY LLC,
	each as a New Guarantor
		
	By:	 	 /s/ Jason Ausher

	Name:	 	Jason Ausher
	Title:	 	Treasurer



  
 [Signature Page to Third
Supplemental Indenture] 








 
			
	AIMIA FOODS EBT COMPANY LIMITED
	 AIMIA FOODS GROUP LIMITED

AIMIA FOODS HOLDINGS LIMITED
 AIMIA FOODS
LIMITED

	 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

STOCKPACK LIMITED

	TT CALCO LIMITED,
	each as a New Guarantor
		
	By:	 	 /s/ Jason Ausher

	Name:	 	Jason Ausher
	Title:	 	Treasurer
	
	 COTT INVESTMENT, L.L.C.
 as a
New Guarantor

		
	By:	 	 /s/ Marni Morgan Poe

	Name:	 	Marni Morgan Poe
	Title:	 	Treasurer



  
 [Signature Page to Third
Supplemental Indenture] 








 
			
	COTT (NELSON) LIMITED
	 COTT BEVERAGES LIMITED

COTT EUROPE TRADING LIMITED
 COTT
LIMITED

	 COTT NELSON (HOLDINGS) LIMITED

COTT PRIVATE LABEL LIMITED
 COTT RETAIL BRANDS
LIMITED,
 each as a New Guarantor

		
	By:	 	 /s/ Gregory Leiter

	Name:	 	Gregory Leiter
	Title:	 	Director
	
	COTT ACQUISITION LIMITED
	 COTT UK ACQUISITION LIMITED,

each as a New Guarantor

		
	By:	 	 /s/ Joanne Lloyd-Davies

	Name:	 	JoAnne Lloyd-Davies
	Title:	 	Director
	
	 COTT LUXEMBOURG S.A.R.L.,
 as
a New Guarantor

		
	By:	 	 /s/ Joanne Lloyd-Davies

	Name:	 	JoAnne Lloyd-Davies
	Title:	 	Class A Manager



  
 [Signature Page to Third
Supplemental Indenture] 








 
			
	 WILMINGTON TRUST, NATIONAL ASSOCIATION,

not in its individual capacity, but solely as Trustee

		
	By:	 	 /s/ Jane Schweiger

	Name:	 	Jane Schweiger
	Title:	 	Vice President



  
 [Signature Page to Third
Supplemental Indenture] 








 Annex A: 

156775 Canada Inc., a Canadian corporation 

2011438 Ontario Limited, a Canadian corporation 

804340 Ontario Limited, a Canadian corporation 

967979 Ontario Limited, a Canadian corporation 

Aimia Foods EBT Company Limited, a United Kingdom corporation 

Aimia Foods Group Limited, a United Kingdom corporation 

Aimia Foods Holdings Limited, a United Kingdom corporation 

Aimia Foods Limited, a United Kingdom corporation 

Calypso Soft Drinks Limited, a United Kingdom corporation 

Caroline LLC, a Delaware limited liability company 

Cliffstar LLC, a Delaware limited liability company 

Cooke Bros Holdings Limited, a United Kingdom corporation 

Cooke Bros. (Tattenhall). Limited, a United Kingdom corporation 

Cott (Nelson) Limited, a United Kingdom corporation 

Cott Acquisition Limited, a United Kingdom corporation 

Cott Acquisition LLC, a Delaware limited liability company 

Cott Beverages Inc., a Georgia corporation 

Cott Beverages Limited, a United Kingdom corporation 

Cott Developments Limited, a United Kingdom corporation 

Cott Europe Trading Limited, a United Kingdom corporation 

Cott Holdings Inc., a Delaware corporation 

Cott Investment, L.L.C., a Delaware limited liability company 

Cott Limited, a United Kingdom corporation 

Cott Luxembourg S.A.R.L., a Luxembourg corporation 

Cott Nelson (Holdings) Limited, a United Kingdom corporation 

Cott Private Label Limited, a United Kingdom corporation 

Cott Retail Brands Limited, a United Kingdom corporation 







 Cott U.S. Acquisition LLC, a Delaware limited liability company 

Cott UK Acquisition Limited, a United Kingdom corporation 

Cott USA Finance LLC, a Delaware limited liability company 

Cott Vending Inc., a Delaware Corporation 

Cott Ventures Limited, a United Kingdom corporation 

Cott Ventures UK Limited, a United Kingdom corporation 

Interim BCB, LLC, a Delaware limited liability company 

Mr Freeze (Europe) Limited, a United Kingdom corporation 

Star Real Property LLC, a Delaware limited liability company 

Stockpack Limited, a United Kingdom corporation 

TT Calco Limited, a United Kingdom corporation