COTT CORP /CN/
CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.13
<SEQUENCE>10
<FILENAME>t06653ex10-13.txt
<DESCRIPTION>CREDIT AGREEMENT
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.13


                                                                  EXECUTION COPY


                                 FIRST AMENDMENT

          FIRST AMENDMENT, dated as of December 13, 2001 (this "Amendment"), to
the Credit Agreement, dated as of July 19, 2001 (such Credit Agreement, as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among COTT BEVERAGES INC. (f/k/a BCB USA Corp.), a Georgia
corporation (the "U.S. Borrower"), COTT CORPORATION, a Canada corporation (the
"Canadian Borrower"; together with the U.S. Borrower, the "Borrowers"), the
several banks and other financial institutions or entities from time to time
parties to the Credit Agreement (the "Lenders"), LEHMAN BROTHERS INC., as
advisor, lead arranger and book manager, FIRST UNION NATIONAL BANK, as
syndication agent, working capital term loan facility agent and as revolving
credit facility agent, BANK OF MONTREAL, as Canadian Administrative Agent, and
LEHMAN COMMERCIAL PAPER INC., as General Administrative Agent (in such capacity,
the "General Administrative Agent").


                              W I T N E S S E T H:
                              --------------------

          WHEREAS, the Borrowers have requested that the Lenders amend certain
provisions of the Credit Agreement;

          WHEREAS, the Lenders have agreed to amend the Credit Agreement, but
only upon the terms and subject to the conditions set forth below;

          NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein, and for other valuable consideration the receipt of which is
hereby acknowledged, the Borrowers, the Lenders and the Agents hereby agree as
follows:

          1.   Definitions. All terms defined in the Credit Agreement shall have
such defined meanings when used herein unless otherwise defined herein.

          2.   Amendment of Section 1.1 (Defined Terms).

               (a)  Section 1.1 of the Credit Agreement is amended by adding the
following defined terms in proper alphabetical order:

                    "Vending Machine Assets": the vending machine assets and
related receivables owned by the U.S. Borrower.

                    "Vending Machine Subsidiary": a Subsidiary of the U.S.
Borrower created to acquire ownership of the Vending Machine Assets.

               (b)  The definition of "Subsidiary" is amended by deleting the
first sentence of such definition and substituting in lieu thereof the
following:

                    "Subsidiary": as to any Person, (a) any corporation,
partnership, limited liability company or other entity of which shares of stock
or other ownership interests having ordinary voting power (other than stock or
such other ownership interests having such power only by reason of the happening
of a contingency) to elect a majority of the board of directors or other
managers of such corporation,


<PAGE>


                                                                               2


partnership or other entity are at the time owned by such Person and (b) any
entity which is required under GAAP to be consolidated with such Person.

          3.   Amendment of Section 9.2 (Limitation on Indebtedness). Section
9.2 is hereby amended by:

               (a)  deleting the word "and" at the end of paragraph (e) thereof,

               (b)  deleting the period at the end of paragraph (f) thereof and
substituting therefor "; and" and

               (c)  adding at the end of Section 9.2, the following new
paragraph (g) to read in its entirety as follows:

                    "(g) guarantees to or in favor of co-packers and other
               suppliers permitted under Section 9.8(j).".

          4.   Amendment of Section 9.5 (Limitation on Disposition of Property).
Section 9.5 is hereby amended by:

               (a)  adding the words "and any Investment permitted by Section
9.8" to paragraph (h) thereof immediately following the words "any Restricted
Payment permitted by Section 9.6";

               (b)  deleting the word "and" at the end of paragraph (h) thereof;

               (c)  adding the word "and" and the end of paragraph (i) thereof;
and

               (d)  adding at the end of Section 9.5 the following new paragraph
(j) to read in its entirety as follows:

                    "(j) the Disposition of the Vending Machine Assets to the
               Vending Machine Subsidiary.".

          5.   Amendment of Section 9.8 (Limitation on Investments). Section 9.8
of the Credit Agreement is amended by:

               (a)  adding after paragraph (l) the following new paragraph (m)
to read in its entirety as follows:

                    "(m) Investments in the Vending Machine Subsidiary
               constituted by the Disposition of the Vending Machine Assets
               pursuant to Section 9.5(j);"; and

               (b)  making current paragraph (m) a new paragraph (n) and adding
the word "Restricted" before the word "Subsidiaries" in the second line of new
paragraph (n).


<PAGE>


                                                                               3


          6.   Amendment of Section 9.10 (Limitation on Transactions with
Affiliates). Section 9.10 of the Credit Agreement is amended by adding the
following words immediately preceding clause (a):

               "(i) a Restricted Payment permitted by Section 9.6 or (ii)"

          7.   Release of Security Interests. The General Administrative Agent
is authorized and directed by the Lenders to release any security interest
created by the Security Documents in the Vending Machine Assets, upon the
Disposition thereof to the Vending Machine Subsidiary.

          8.   Representations; No Default. On and as of the date hereof, and
after giving effect to this Amendment, (a) the Borrowers certify that no Default
or Event of Default has occurred or is continuing, and (b) the Borrowers
confirm, reaffirm and restate that the representations and warranties set forth
in Section 6 of the Credit Agreement and in the other Loan Documents are true
and correct in all material respects, provided that the references to the Credit
Agreement therein shall be deemed to be references to this Amendment and to the
Credit Agreement as amended by this Amendment.

          9.   Conditions to Effectiveness. This Amendment shall become
effective on and as of the date that:

               (a)  the General Administrative Agent shall have received
counterparts of this Amendment, duly executed and delivered by a duly authorized
officer of each of the Borrowers; and

               (b)  the General Administrative Agent shall have received
executed Lender Consent Letters, substantially in the form of Exhibit A hereto,
from Lenders whose consent is required pursuant to Section 12.1 of the Credit
Agreement.

          10.  Limited Consent and Amendment. Except as expressly amended
herein, the Credit Agreement shall continue to be, and shall remain, in full
force and effect. This Amendment shall not be deemed to be a waiver of, or
consent to, or a modification or amendment of, any other term or condition of
the Credit Agreement or any other Loan Document or to prejudice any other right
or rights which the Lenders may now have or may have in the future under or in
connection with the Credit Agreement or any of the instruments or agreements
referred to therein, as the same may be amended from time to time.

          11.  Counterparts. This Amendment may be executed by one or more of
the parties hereto in any number of separate counterparts (which may include
counterparts delivered by facsimile transmission) and all of said counterparts
taken together shall be deemed to constitute one and the same instrument.

          12.  GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


<PAGE>


          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed and delivered by their respective duly authorized officers as of the
date first above written.

                                          COTT CORPORATION


                                          By: /s/ Catherine Brennan
                                              ----------------------------------
                                              Name:  Catherine Brennan
                                              Title: VP Treasurer


                                          COTT BEVERAGES INC.
                                          (f/k/a BCB USA Corp.)


                                          By: /s/ Catherine Brennan
                                              ----------------------------------
                                              Name:  Catherine Brennan
                                              Title: VP Treasurer


                                          FIRST UNION NATIONAL BANK,
                                          as Syndication Agent and as Working
                                          Capital Facility Agent


                                          By: /s/ David J.C. Silander
                                              ----------------------------------
                                              Name:  David J.C. Silander
                                              Title: Vice President


                                          BANK OF MONTREAL,
                                          as Canadian Administrative Agent


                                          By: /s/ Sid Levin
                                              ----------------------------------
                                              Name:  Sid Levin
                                              Title: Managing Director


                                          LEHMAN COMMERCIAL PAPER INC.,
                                          as General Administrative Agent


                                          By: /s/ G. Andrew Keith
                                              ----------------------------------
                                              Name:  G. Andrew Keith
                                              Title: Authorized Signatory


<PAGE>


                                                                       EXHIBIT A
                              LENDER CONSENT LETTER

                                COTT CORPORATION
                               COTT BEVERAGES INC.
                                CREDIT AGREEMENT
                            DATED AS OF JULY 19, 2001



To:  Lehman Commercial Paper Inc.
     3 World Financial Center
     New York, New York  10285

Ladies and Gentlemen:

          Reference is made to the Credit Agreement, dated as of July 19, 2001
(such Credit Agreement, as amended, supplemented or otherwise modified from time
to time, the "Credit Agreement"), among COTT BEVERAGES INC. (f/k/a BCB USA
Corp.), a Georgia corporation (the "U.S. Borrower"), COTT CORPORATION, a Canada
corporation (the "Canadian Borrower"; together with the U.S. Borrower, the
"Borrowers"), the several banks and other financial institutions or entities
from time to time parties to the Credit Agreement (the "Lenders"), LEHMAN
COMMERCIAL PAPER INC., as General Administrative Agent, and others. Unless
otherwise defined herein, capitalized terms used herein and defined in the
Credit Agreement are used herein as therein defined.

          The Borrowers have requested that the Lenders consent to amend the
Credit Agreement on the terms described in the Amendment to which a form of this
Lender Consent Letter is attached as Exhibit A (the "Amendment").

          Pursuant to Section 12.1 of the Credit Agreement, the undersigned
Lender hereby consents to the execution by the Agents of the Amendment.

                                          Very truly yours,


                                          --------------------------------------
                                          (NAME OF LENDER)


                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:


Dated as of December __, 2001
<PAGE>


                                                                  EXECUTION COPY


                                SECOND AMENDMENT

          SECOND AMENDMENT, dated as of December 19, 2001 (this "Second
Amendment"), to the Credit Agreement, dated as of July 19, 2001 (such Credit
Agreement, as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among COTT BEVERAGES INC. (f/k/a BCB USA Corp.), a Georgia
corporation (the "U.S. Borrower"), COTT CORPORATION, a Canada corporation (the
"Canadian Borrower"; together with the U.S. Borrower, the "Borrowers"), the
several banks and other financial institutions or entities from time to time
parties to the Credit Agreement (the "Lenders"), LEHMAN BROTHERS INC., as
advisor, lead arranger and book manager, FIRST UNION NATIONAL BANK, as
syndication agent, working capital term loan facility agent and as revolving
credit facility agent, BANK OF MONTREAL, as Canadian Administrative Agent, and
LEHMAN COMMERCIAL PAPER INC., as General Administrative Agent (in such capacity,
the "General Administrative Agent").


                              W I T N E S S E T H:
                              --------------------

          WHEREAS, the U.S. Borrower will issue and sell senior subordinated
notes, the proceeds of which will be used by the Canadian Borrower to redeem the
securities outstanding under the Indentures;

          WHEREAS, the Borrowers have requested that the Lenders amend certain
provisions of the Credit Agreement in connection with the forgoing; and

          WHEREAS, the Lenders have agreed to amend the Credit Agreement, but
only upon the terms and subject to the conditions set forth below;

          NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein, and for other valuable consideration the receipt of which is
hereby acknowledged, the Borrowers, the Lenders and the Agents hereby agree as
follows:

          1.   Definitions. All terms defined in the Credit Agreement shall have
such defined meanings when used herein unless otherwise defined herein.

          2.   Amendment of Section 1.1 (Defined Terms). (a) Section 1.1 of the
Credit Agreement is amended by adding the following defined terms in proper
alphabetical order:

               "Additional Collateral Effective Date": the date on which the
          actions specified in Section 8.10(c) have been completed.

               "Amended and Restated Guarantee and Collateral Agreement": the
          Amended and Restated Guarantee and Collateral Agreement to be entered
          into pursuant to Section 8.10(c), which shall amend and restate the
          Guarantee and Collateral Agreement entered into on the Closing Date;
          from and after the Additional Collateral Effective Date, the Amended
          and Restated Guarantee and Collateral Agreement shall become the
          "Guarantee and Collateral Agreement" for all purposes of this
          Agreement and the other Loan Documents.


<PAGE>


                                                                               2


               "Canadian Borrower Securities": the Canadian Borrower's 9-3/8%
          Senior Notes due 2005 and the Canadian Borrower's 8-1/2% Senior Notes
          due 2007, which are outstanding pursuant to the Indentures and are
          being redeemed in connection with the Second Amendment Effective Date.

               "Foreign Subsidiary": any Subsidiary of either Borrower organized
          under the laws of any jurisdiction outside the United States or
          Canada, other than any such Subsidiary that has elected to be treated
          as a branch for U.S. income tax purposes.

               "Guarantors": the collective reference to (a) each of the
          Canadian Borrower and the U.S. Borrower, in each case in its capacity
          as guarantor under the Initial Guarantee or the Amended and Restated
          Guarantee and Collateral Agreement, as the case may be, and (b) each
          Subsidiary Guarantor.

               "Initial Guarantee": the Guarantee, substantially in the form of
          Exhibit B, to be entered into on the Second Amendment Effective Date.
          The Initial Guarantee shall be replaced by the Amended and Restated
          Guarantee and Collateral Agreement when such agreement is entered into
          and becomes effective pursuant to Section 8.10(c).

               "New U.S. Revolving Credit Lender": as defined in Section 2.4A.

               "Obligations": the unpaid principal of and interest on
          (including, without limitation, interest accruing after the maturity
          of the Loans and Reimbursement Obligations and interest accruing after
          the filing of any petition in bankruptcy, or the commencement of any
          insolvency, reorganization or like proceeding, relating to either
          Borrower, whether or not a claim for post-filing or post-petition
          interest is allowed in such proceeding) the Loans, the Reimbursement
          Obligations and all other obligations and liabilities of either
          Borrower to any Agent or to any Lender or any Qualified Counterparty,
          whether direct or indirect, absolute or contingent, due or to become
          due, or now existing or hereafter incurred, which may arise under, out
          of, or in connection with, this Agreement, any other Loan Document,
          the Letters of Credit, any Specified Hedge Agreement or any other
          document made, delivered or given in connection herewith or therewith,
          whether on account of principal, interest, reimbursement obligations,
          fees, indemnities, costs, expenses (including, without limitation, all
          fees, charges and disbursements of counsel to any Agent or to any
          Lender that are required to be paid by either Borrower pursuant
          hereto) or otherwise; provided, that (i) obligations of the U.S.
          Borrower under any Specified Hedge Agreement shall be secured and
          guaranteed pursuant to the Security Documents only to the extent that,
          and for so long as, the other Obligations are so secured and
          guaranteed and (ii) any release of Collateral or Guarantors effected
          in the manner permitted by this Agreement shall not require the
          consent of holders of obligations under Specified Hedge Agreements.

               "Qualified Counterparty": with respect to any Specified Hedge
          Agreement, any counterparty thereto that, at the time such Specified
          Hedge Agreement was entered into, was a Lender or an affiliate of a
          Lender.


<PAGE>


                                                                               3


               "Second Amendment": the Second Amendment to this Agreement, dated
          as of December 19, 2001.

               "Second Amendment Effective Date": as defined in the Second
          Amendment.

               "Senior Subordinated Note Indenture": the Indenture entered into
          by the U.S. Borrower, as issuer, and certain of its Subsidiaries and
          the Canadian Borrower and certain of its Subsidiaries in connection
          with the issuance of the Senior Subordinated Notes, together with all
          instruments and other agreements entered into by the Borrower or such
          Subsidiaries in connection therewith, all of which shall be in form
          and substance reasonably satisfactory to the General Administrative
          Agent, as the same may be amended, supplemented or otherwise modified
          from time to time in accordance with Section 9.18.

               "Senior Subordinated Notes": the Senior Subordinated Notes to be
          issued pursuant to the Senior Subordinated Note Indenture.

               "Specified Hedge Agreement": any Hedge Agreement entered into by
          (a) the U.S. Borrower and (b) any Lender or any affiliate thereof, as
          counterparty.

               "Subsidiary Guarantor": each Restricted Subsidiary (other than a
          Foreign Subsidiary), in its capacity as a guarantor pursuant to the
          Initial Guarantee or the Amended and Restated Guarantee and Collateral
          Agreement, as the case may be.

               "U.S. Revolving Credit Commitment Increase Notice": as defined in
          Section 2.4A.

               "U.S. Revolving Credit Offered Increase Amount": as defined in
          Section 2.4A.

               "U.S. Revolving Credit Re-Allocation Date": as defined in Section
          2.4A.

          (b)  The following defined terms and definitions contained Section 1.1
     of the Credit Agreement are amended to read as follows:

               "Consolidated Fixed Charges": for any period, the sum (without
          duplication) of (a) Consolidated Interest Expense of the Canadian
          Borrower and its Subsidiaries for such period, (b) provision for cash
          income taxes made by the Canadian Borrower or any of its Subsidiaries
          on a consolidated basis in respect of such period and (c) scheduled
          payments made during such period on account of principal of
          Indebtedness of the Canadian Borrower or any of its Subsidiaries
          (including scheduled principal payments in respect of the Term Loans
          due before September 30, 2006, but excluding (i) any other scheduled
          payments in respect of Indebtedness under this Agreement and (ii) the
          principal amount of the Canadian Borrower Securities deposited with
          the trustees under the Indentures on the Second Amendment Effective
          Date for use in redemption in full of the Canadian Borrower
          Securites).


<PAGE>

                                                                               4


               "Consolidated Interest Expense": of any Person for any period,
          total cash interest expense (including that attributable to Capital
          Lease Obligations) of such Person and its Subsidiaries for such period
          with respect to all outstanding Indebtedness of such Person and its
          Subsidiaries (including, without duplication, the net costs or
          benefits of such Person under Hedge Agreements in respect of interest
          rates to the extent such net costs or benefits are allocable to such
          period in accordance with GAAP); provided, that for purposes of the
          definitions of Consolidated Interest Coverage Ratio and Consolidated
          Fixed Charges in this Section 1.1, "Consolidated Interest Expense"
          shall exclude the amount of redemption premium paid with respect to
          the redemption of the Canadian Borrower Securities in connection with
          the Second Amendment Effective Date.

               "Consolidated Total Funded Debt": at any date, the aggregate
          principal amount of all Funded Debt of the Canadian Borrower and its
          Subsidiaries at such date, determined on a consolidated basis in
          accordance with GAAP; provided, that from and after the time at which
          the Canadian Borrower has irrevocably deposited with the trustees
          under the Indentures funds sufficient to redeem in full the Canadian
          Borrower Securities (including funds sufficient to pay all redemption
          premium and interest in respect thereof), the Indebtedness outstanding
          under the Canadian Borrower Securities shall not constitute
          Consolidated Total Funded Debt for purposes of this Agreement.

               "Hedge Agreements": all interest rate or currency swaps, caps or
          collar agreements, foreign exchange agreements, commodity contracts or
          similar arrangements entered into by the U.S. Borrower or its
          Subsidiaries providing for protection against fluctuations in interest
          rates, currency exchange rates, commodity prices, or for the exchange
          of nominal interest obligations, either generally or under specific
          contingencies, including, without limitation, and such agreements
          providing for the exchange of floating rate interest amounts for fixed
          rate interest amounts, or the exchange of fixed rate interest amounts
          for floating rate interest amounts.

          3.   Amendment of Section 2 (Amount and Terms of U.S. Facility
Commitments). Section 2 of the Credit Agreement is hereby amended by inserting
between Sections 2.4 and 2.5 the following Section 2.4A:

               "2.4A U.S. Revolving Credit Commitment Increases. (a) In the
          event that the U.S. Borrower wishes to increase the aggregate U.S.
          Revolving Credit Commitments at any time when no Default or Event of
          Default has occurred and is continuing, it shall notify the General
          Administrative Agent in writing of the amount (the "U.S. Revolving
          Credit Offered Increase Amount") of such proposed increase (such
          notice, a "U.S. Revolving Credit Commitment Increase Notice"). The
          U.S. Borrower may, at its election, (i) offer one or more of the
          Lenders the opportunity to provide all or a portion of the U.S.
          Revolving Credit Offered Increase Amount pursuant to paragraph (c)
          below and/or (ii) with the consent of the General Administrative Agent
          (which consent shall not be unreasonably withheld), offer one or more
          additional banks, financial institutions or other entities the
          opportunity to provide all or a portion of the U.S. Revolving Credit
          Offered Increase Amount pursuant to paragraph (b) below. The U.S.
          Revolving


<PAGE>

                                                                               5


          Credit Commitment Increase Notice shall specify which Lenders and/or
          banks, financial institutions or other entities the U.S. Borrower
          desires to provide such U.S. Revolving Credit Offered Increase Amount.
          The U.S. Borrower or, if requested by the U.S. Borrower, the General
          Administrative Agent will notify such Lenders, and/or banks, financial
          institutions or other entities of such offer.

               (b)  Any additional bank, financial institution or other entity
          which the U.S. Borrower selects to offer participation in the
          increased U.S. Revolving Credit Commitments and which elects to become
          a party to this Agreement and obtain a U.S. Revolving Credit
          Commitment in an amount so offered and accepted by it pursuant to
          Section 2.4A(a)(ii) shall execute a New Lender Supplement with the
          U.S. Borrower and the General Administrative Agent, substantially in
          the form of Exhibit L, whereupon such bank, financial institution or
          other entity (herein called a "New U.S. Revolving Credit Lender")
          shall become a Lender for all purposes and to the same extent as if
          originally a party hereto and shall be bound by and entitled to the
          benefits of this Agreement, provided that the U.S. Revolving Credit
          Commitment of any such New U.S. Revolving Credit Lender shall be in an
          amount not less than U.S. $5,000,000.

               (c)  Any Lender which accepts an offer to it by the U.S. Borrower
          to increase its U.S. Revolving Credit Commitment pursuant to Section
          2.4A(a)(i) shall, in each case, execute a Commitment Increase
          Supplement with the U.S. Borrower and the General Administrative
          Agent, substantially in the form of Exhibit M, whereupon such Lender
          shall be bound by and entitled to the benefits of this Agreement with
          respect to the full amount of its U.S. Revolving Credit Commitment as
          so increased.

               (d)  If any bank, financial institution or other entity becomes a
          New U.S. Revolving Credit Lender pursuant to Section 2.4A(b) or any
          Lender's U.S. Revolving Credit Commitment is increased pursuant to
          Section 2.4A(c), additional U.S. Revolving Credit Loans made on or
          after the effectiveness thereof (the "U.S. Revolving Credit
          Re-Allocation Date") shall be made pro rata based on the U.S.
          Revolving Credit Percentages in effect on and after such U.S.
          Revolving Credit Re-Allocation Date (except to the extent that any
          such pro rata borrowings would result in any Lender making an
          aggregate principal amount of U.S. Revolving Credit Loans in excess of
          its U.S. Revolving Credit Commitment, in which case such excess amount
          will be allocated to, and made by, such New U.S. Revolving Credit
          Lenders and/or Lenders with such increased U.S. Revolving Credit
          Commitments to the extent of, and pro rata based on, their respective
          U.S. Revolving Credit Commitments otherwise available for U.S.
          Revolving Credit Loans), and continuations of Eurodollar Loans
          outstanding on such U.S. Revolving Credit Re-Allocation Date shall be
          effected by repayment of such Eurodollar Loans on the last day of the
          Interest Period applicable thereto and the making of new Eurodollar
          Loans pro rata based on such new U.S. Revolving Credit Percentages. In
          the event that on any such U.S. Revolving Credit Re-Allocation Date
          there is an unpaid principal amount of U.S. Base Rate Loans, the U.S.
          Borrower shall make prepayments thereof and borrowings of U.S. Base
          Rate Loans so that, after giving effect thereto, the U.S. Base Rate
          Loans outstanding


<PAGE>

                                                                               6


          are held pro rata based on such new U.S. Revolving Credit Percentages.
          In the event that on any such U.S. Revolving Credit Re-Allocation Date
          there is an unpaid principal amount of Eurodollar Loans, such
          Eurodollar Loans shall remain outstanding with the respective holders
          thereof until the expiration of their respective Interest Periods
          (unless the U.S. Borrower elects to prepay any thereof in accordance
          with the applicable provisions of this Agreement), and interest on and
          repayments of such Eurodollar Loans will be paid thereon to the
          respective Lenders holding such Eurodollar Loans pro rata based on the
          respective principal amounts thereof outstanding.

               (e)  Notwithstanding anything to the contrary in this Section
          2.4A, (i) in no event shall any transaction effected pursuant to this
          Section 2.4A increase the aggregate U.S. Revolving Credit Commitments
          by more than U.S. $75,000,000, (ii) the U.S. Revolving Credit
          Commitments may not be increased in any transaction effected pursuant
          to this Section 2.4A by more than U.S. $25,000,000 prior to the
          Additional Collateral Effective Date, and (iii) no Lender shall have
          any obligation to increase its U.S. Revolving Credit Commitment unless
          it agrees to do so in its sole discretion.

               (f)  The effectiveness of any increase in U.S. Revolving Credit
          Commitments pursuant to this Section 2.4A shall be conditioned upon
          the receipt by the General Administrative Agent on or prior to the
          relevant U.S. Revolving Credit Re-Allocation Date, for the benefit of
          the Lenders, of (i) a legal opinion of counsel to the U.S. Borrower
          covering such matters as are customary for transactions of this type
          and such other matters as may be reasonably requested by the General
          Administrative Agent and (ii) certified copies of resolutions of the
          U.S. Borrower authorizing the U.S. Revolving Credit Offered Increase
          Amount."

               Amendment of Section 6.19 (Security Documents) Section 6.19 of
          the Credit Agreement is hereby amended, effective on the Additional
          Collateral Effective Date, to incorporate by reference in their
          entirety the representations and warranties set forth in each Security
          Document.

          4.   Addition of Section 6.22. Section 6 of the Credit Agreement is
hereby amended to add at the end thereof the following new Section 6.22:

               "6.22 Senior Indebtedness. The Obligations constitute "Senior
          Debt" within the meaning of the Senior Subordinated Note Indenture.


          5.   Amendment of Section 8.10 (Additional Collateral, etc.). Section
8.10 of the Credit Agreement is hereby amended to read in its entirety as
follows:

               "8.10 Additional Collateral, etc. (a) With respect to any
          personal Property acquired after the Additional Collateral Effective
          Date by either Borrower or any Restricted Subsidiary other than a
          Foreign Subsidiary (other than (x) any Property described in paragraph
          (b) of this Section and (y) any Property subject to a Lien expressly
          permitted by Section 9.3(g)) as to which the General Administrative
          Agent, for the benefit of the Lenders, does not have a perfected Lien,
          promptly (i) execute and deliver to


<PAGE>

                                                                               7


          the General Administrative Agent such amendments to the Guarantee and
          Collateral Agreement or such other documents as the General
          Administrative Agent deems necessary or advisable to grant to the
          General Administrative Agent, for the benefit of the Lenders, a
          security interest in such Property and (ii) take all such actions as
          are necessary or advisable to grant to the General Administrative
          Agent, for the benefit of the Lenders, a perfected first priority
          security interest in such Property, including without limitation, the
          filing of Uniform Commercial Code financing statements in such
          jurisdictions as may be required by the Guarantee and Collateral
          Agreement or as may be requested by the General Administrative Agent.

               (b)  With respect to any new Restricted Subsidiary (other than
          any Restricted Subsidiary that is a Foreign Subsidiary) created or
          acquired after the Additional Collateral Effective Date (which, for
          the purposes of this paragraph, shall include any existing Subsidiary
          (other than a Foreign Subsidiary) that ceases to be an Unrestricted
          Subsidiary), by either Borrower or any Restricted Subsidiary, promptly
          (i) execute and deliver to the General Administrative Agent such
          amendments to the Guarantee and Collateral Agreement as the General
          Administrative Agent deems necessary or advisable to grant to the
          General Administrative Agent, for the benefit of the Lenders, a
          perfected first priority security interest in the Capital Stock of
          such new Subsidiary that is owned by either Borrower or any Restricted
          Subsidiary, (ii) deliver to the General Administrative Agent the
          certificates representing such Capital Stock, together with undated
          stock powers, in blank, executed and delivered by a duly authorized
          officer of such Borrower or such Restricted Subsidiary, as the case
          may be, (iii) cause such new Restricted Subsidiary (A) to become a
          party to the Guarantee and Collateral Agreement and (B) to take such
          actions necessary or advisable to grant to the General Administrative
          Agent for the benefit of the Lenders a perfected first priority
          security interest in the Collateral described in the Guarantee and
          Collateral Agreement with respect to such new Restricted Subsidiary,
          including, without limitation, the filing of Uniform Commercial Code
          financing statements in such jurisdictions as may be required by the
          Guarantee and Collateral Agreement or as may be requested by the
          General Administrative Agent, and (iv) if requested by the General
          Administrative Agent, deliver to the General Administrative Agent
          legal opinions relating to the matters described above, which opinions
          shall be in form and substance, and from counsel, reasonably
          satisfactory to the General Administrative Agent.

               (c)  On or before February 15, 2002:

                    (i)  enter into, and cause each Subsidiary of each Borrower
               (other than any Foreign Subsidiary) to enter into, the Amended
               and Restated Guarantee and Collateral Agreement, which shall be
               in form and substance reasonably satisfactory to the General
               Administrative Agent and shall (x) contain a guarantee, in form
               and substance reasonably satisfactory to the General
               Administrative Agent, by the parties that are guarantors under
               the Initial Guarantee and (y) contain a grant by each of the
               Borrowers and each Subsidiary organized under the laws of any
               State of the United States of a security interest in
               substantially all personal property assets of each such grantor,
               as


<PAGE>

                                                                               8


               security for the obligations of such grantor under any Loan
               Document (provided that (1) in no event shall more than 65% of
               the total outstanding Capital Stock of any Foreign Subsidiary be
               required to be so encumbered and (2) all personal property of the
               Canadian Borrower and its Subsidiaries organized under the laws
               of Canada or any province thereof, other than Capital Stock of
               any Subsidiary incorporated under the laws of any State of the
               United States, shall be covered by the Canadian Security
               Documents described in the following clause (ii));

                    (ii) with respect to the Canadian Borrower and any of its
               Subsidiaries organized under the laws of Canada or any province
               thereof, enter into such security documents as shall be
               reasonably requested by the General Administrative Agent to grant
               to the General Administrative Agent a security interest in
               substantially all personal property assets of each such grantor
               (to the extent not covered by the Amended and Restated Guarantee
               and Collateral Agreement), as security for the obligations of
               each such grantor under the Loan Documents;

                    (iii) cause to be made all filings and recordings, and take
               all other actions, required by the Security Documents law to
               perfect the security interests granted pursuant to the foregoing
               clauses (i) and (ii) (provided, that to the extent that any of
               such filings, recordings or other actions cannot be completed by
               February 15, 2002, such filings, recordings or other actions
               shall be completed as promptly as practicable thereafter); and

                    (iv) cause to be delivered to the General Administrative
               Agent such legal opinions and corporate and other documents as
               the General Administrative Agent shall reasonably request with
               respect to the matters described in the foregoing clauses (i),
               (ii) and (iii).


               (e)  On or before the Additional Collateral Effective Date, or as
          promptly as practicable thereafter, deliver to the General
          Administrative Agent updates to Schedules 6.19(a)-2 and 6.19(a)-3 and
          6.19(b)-2 and 6.19(b)-3 (which shall be reasonably acceptable to the
          General Administrative Agent) updating the information set forth in
          such Schedules as of a date reasonably contemporaneous with the
          Additional Collateral Effective Date (and upon such delivery, such
          updated Schedules shall be substituted for the corresponding Schedules
          delivered on the Closing Date); and as promptly as practicable
          thereafter, procure the release of the additional financing statements
          listed in the updates of Schedules 6.19(a)-3 and 6.19(b)-3 delivered
          pursuant to Section 8.10(c).

          6.   Deletion of Section 8.12. Section 8.12 of the Credit Agreement is
deleted.

          7.   Amendment of Section 9. Section 9 of the Credit Agreement is
amended to read in its entirety as set forth in Exhibit B to this Second
Amendment.


<PAGE>

                                                                               9


          8.   Additional Exhibits. The Credit Agreement is hereby amended by
adding Exhibit L (Form of New Lender Supplement), Exhibit M (Form of Commitment
Increase Supplement) and Exhibit N (Form of Initial Guarantee), in each case in
the forms attached to this Second Amendment.

          9.   Representations; No Default. On and as of the date hereof, and
after giving effect to this Second Amendment, (a) the Borrowers certify that no
Default or Event of Default has occurred or is continuing, and (b) the Borrowers
confirm, reaffirm and restate that the representations and warranties set forth
in Section 6 of the Credit Agreement and in the other Loan Documents are true
and correct in all material respects, provided that the references to the Credit
Agreement therein shall be deemed to be references to this Second Amendment and
to the Credit Agreement as amended by this Second Amendment.

          10.  Conditions to Effectiveness. This Second Amendment shall become
effective on and as of the date (such date, the "Second Amendment Effective
Date") that:

               (a)  the General Administrative Agent shall have received
          counterparts of this Second Amendment, duly executed and delivered by
          a duly authorized officer of each of the Borrowers;

               (b)  the General Administrative Agent shall have received
          executed Lender Consent Letters, substantially in the form of Exhibit
          A hereto, from Lenders whose consent is required pursuant to Section
          12.1 of the Credit Agreement;

               (c)  the General Administrative Agent shall have received the
          Initial Guarantee, duly executed and delivered by each Borrower and
          each Restricted Subsidiary;

               (d)  concurrently with the effectiveness hereof, (i) the U.S.
          Borrower shall have issued and sold $275,000,000 aggregate principal
          amount of Senior Subordinated Notes and (ii) irrevocably deposited
          with the trustees under the Indentures amounts sufficient to redeem in
          full the Canadian Borrower Securities (including amounts sufficient to
          pay interest and redemption premium);

               (e)  the General Administrative Agent shall have received an
          executed legal opinion of (i) Drinker Biddle & Reath LLP, counsel to
          the Borrowers, (ii) Goodmans, Canadian counsel to the Canadian
          Borrower and certain of its Subsidiaries, and (iii) special Georgia
          counsel to the U.S. Borrower, in each case in form and substance
          satisfactory to the General Administrative Agent; and

               (f)  the General Administrative Agent shall have received, for
          the account of each Lender executing this Second Amendment on or
          before December 19, 2001, a fee equal to .10% of the sum of such
          Lender's U.S. Revolving Credit Commitment, Canadian Revolving Credit
          Commitment and outstanding Term Loans.

          11.  Limited Consent and Amendment. Except as expressly amended
herein, the Credit Agreement shall continue to be, and shall remain, in full
force and effect. This Second Amendment shall not be deemed to be a waiver of,
or consent to, or a modification or amendment of, any other term or condition of
the Credit Agreement or any other Loan Document or to prejudice any other right
or rights which the Lenders may now have or may have in the


<PAGE>

                                                                              10


future under or in connection with the Credit Agreement or any of the
instruments or agreements referred to therein, as the same may be amended from
time to time.

          12.  Counterparts. This Second Amendment may be executed by one or
more of the parties hereto in any number of separate counterparts (which may
include counterparts delivered by facsimile transmission) and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.

          13.  GOVERNING LAW. THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

<PAGE>



          IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be executed and delivered by their respective duly authorized
officers as of the date first above written.

                                          COTT CORPORATION


                                          By: /s/ Raymond P. Silcock
                                              ----------------------------------
                                              Name:  Raymond P. Silcock
                                              Title: EVP


                                          COTT BEVERAGES INC.
                                          (f/k/a BCB USA Corp.)


                                          By: /s/ Raymond P. Silcock
                                              ----------------------------------
                                              Name:  Raymond P. Silcock
                                              Title: EVP


                                          FIRST UNION NATIONAL BANK,
                                          as Syndication Agent and as
                                          Working Capital Facility Agent


                                          By: /s/ David J.C. Silander
                                              ----------------------------------
                                              Name:  David J.C. Silander
                                              Title: Vice President


                                          BANK OF MONTREAL,
                                          as Canadian Administrative Agent


                                          By: /s/ Sid Levin
                                              ----------------------------------
                                              Name:  Sid Levin
                                              Title: Managing Director


                                          LEHMAN COMMERCIAL PAPER INC.,
                                          as General Administrative Agent


                                          By: /s/ G. Andrew Keith
                                              ----------------------------------
                                              Name:  G. Andrew Keith
                                              Title: Authorized Signatory


<PAGE>


                                                                       EXHIBIT A

                              LENDER CONSENT LETTER

                                COTT CORPORATION
                               COTT BEVERAGES INC.
                                CREDIT AGREEMENT
                            DATED AS OF JULY 19, 2001



To:  Lehman Commercial Paper Inc.
     3 World Financial Center
     New York, New York  10285

Ladies and Gentlemen:

          Reference is made to the Credit Agreement, dated as of July 19, 2001
(such Credit Agreement, as amended, supplemented or otherwise modified from time
to time, the "Credit Agreement"), among COTT BEVERAGES INC. (f/k/a BCB USA
Corp.), a Georgia corporation (the "U.S. Borrower"), COTT CORPORATION, a Canada
corporation (the "Canadian Borrower"; together with the U.S. Borrower, the
"Borrowers"), the several banks and other financial institutions or entities
from time to time parties to the Credit Agreement (the "Lenders"), LEHMAN
COMMERCIAL PAPER INC., as General Administrative Agent, and others. Unless
otherwise defined herein, capitalized terms used herein and defined in the
Credit Agreement are used herein as therein defined.

          The Borrowers have requested that the Lenders consent to amend the
Credit Agreement on the terms described in the Second Amendment to which a form
of this Lender Consent Letter is attached as Exhibit A (the "Second Amendment").

          Pursuant to Section 12.1 of the Credit Agreement, the undersigned
Lender hereby consents to the execution by the Agents of the Second Amendment.

                                          Very truly yours,


                                          --------------------------------------
                                          (NAME OF LENDER)


                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:


Dated as of December __, 2001


<PAGE>


                                                                    EXHIBIT L TO
                                                                CREDIT AGREEMENT


                          FORM OF NEW LENDER SUPPLEMENT

          SUPPLEMENT, dated December 21, 2001 to the Credit Agreement, dated as
of July 19, 2001 (such Credit Agreement, as amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among COTT BEVERAGES INC.
(f/k/a BCB USA Corp.), a Georgia corporation (the "U.S. Borrower"), COTT
CORPORATION, a Canada corporation (the "Canadian Borrower"; together with the
U.S. Borrower, the "Borrowers"), the several banks and other financial
institutions or entities from time to time parties to the Credit Agreement (the
"Lenders"), LEHMAN COMMERCIAL PAPER INC., as General Administrative Agent, and
others. Unless otherwise defined herein, capitalized terms used herein and
defined in the Credit Agreement are used herein as therein defined.


                              W I T N E S S E T H :
                              ---------------------

          WHEREAS, the Credit Agreement provides in Section 2.4A thereof that
any bank, financial institution or other entity, although not originally a party
thereto, may become a party to the Credit Agreement in accordance with the terms
thereof by executing and delivering to the U.S. Borrower and the General
Administrative Agent a supplement to the Credit Agreement in substantially the
form of this Supplement; and

          WHEREAS, the undersigned was not an original party to the Credit
Agreement but now desires to become a party thereto;

          NOW, THEREFORE, the undersigned hereby agrees as follows:

          1.   The undersigned agrees to be bound by the provisions of the
Credit Agreement, and agrees that it shall, on the date this Supplement is
accepted by the U.S. Borrower and the Administrative Agent, become a Lender for
all purposes of the Credit Agreement to the same extent as if originally a party
thereto, with a U.S. Revolving Credit Commitment of $____________.

               (i)  The undersigned (a) represents and warrants that it is
legally authorized to enter into this Supplement; (b) confirms that it has
received a copy of the Credit Agreement, together with copies of the financial
statements delivered pursuant to Section 8.1 thereof and such other documents
and information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Supplement; (c) agrees that it has made and will,
independently and without reliance upon the General Administrative 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 action under the Credit Agreement or any instrument or document
furnished pursuant hereto or thereto; (d) appoints and authorizes the General
Administrative Agent to take such action as administrative agent on its behalf
and to exercise such powers and discretion under the Credit Agreement or any
instrument or document furnished pursuant hereto or thereto as are delegated to
the General Administrative Agent by the terms thereof, together with such powers
as are incidental thereto; and (e) agrees that it will be bound


<PAGE>


by the provisions of the Credit Agreement and will perform in accordance with
its terms all the obligations which by the terms of the Credit Agreement are
required to be performed by it as a Lender including, without limitation, if it
is organized under the laws of a jurisdiction outside the United States, its
obligation pursuant to Section 5.13 of the Credit Agreement.

               (ii) The undersigned's address for notices for the purposes of
the Credit Agreement is as follows:

                                          --------------------------------------

                                          --------------------------------------

                                          --------------------------------------

                                          --------------------------------------


<PAGE>


     IN WITNESS WHEREOF, the undersigned has caused this Supplement to be
executed and delivered by a duly authorized officer on the date first above
written.

                                          [INSERT NAME OF LENDER]


                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:


Accepted this _____ day of

-------------------, ----.

COTT BEVERAGES INC. (f/k/a BCB USA Corp.)


By:
    ----------------------------------
    Name:
    Title:

Accepted this ____ day of

------------------, ----.

LEHMAN COMMERCIAL PAPER INC.,
as General Administrative Agent


By:
    ----------------------------------
    Name:
    Title:




<PAGE>


                                                                    EXHIBIT M TO
                                                                CREDIT AGREEMENT

                                     FORM OF
                         COMMITMENT INCREASE SUPPLEMENT

          SUPPLEMENT, dated December 21, 2001 to the Credit Agreement, dated as
of July 19, 2001 (such Credit Agreement, as amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among COTT BEVERAGES INC.
(f/k/a BCB USA Corp.), a Georgia corporation (the "U.S. Borrower"), COTT
CORPORATION, a Canada corporation (the "Canadian Borrower"; together with the
U.S. Borrower, the "Borrowers"), the several banks and other financial
institutions or entities from time to time parties to the Credit Agreement (the
"Lenders"), LEHMAN COMMERCIAL PAPER INC., as General Administrative Agent, and
others. Unless otherwise defined herein, capitalized terms used herein and
defined in the Credit Agreement are used herein as therein defined.


                              W I T N E S S E T H :
                              ---------------------

          WHEREAS, pursuant to the provisions of Section 2.4A of the Credit
Agreement, the undersigned may increase the amount of its U.S. Revolving Credit
Commitment in accordance with the terms thereof by executing and delivering to
the U.S. Borrower and the General Administrative Agent a supplement to the
Credit Agreement in substantially the form of this Supplement; and

          WHEREAS, the undersigned now desires to increase the amount of its
U.S. Revolving Credit Commitment under the Credit Agreement;

          NOW THEREFORE, the undersigned hereby agrees as follows:

          The undersigned agrees, subject to the terms and conditions of the
Credit Agreement, that on the date this Supplement is accepted by the U.S.
Borrower and the General Administrative Agent it shall have its U.S. Revolving
Credit Commitment increased by $____________, thereby making the amount of its
U.S. Revolving Credit Commitment $_____________.


<PAGE>


          IN WITNESS WHEREOF, the undersigned has caused this Supplement to be
executed and delivered by a duly authorized officer on the date first above
written.

                                          [INSERT NAME OF LENDER]


                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:


Accepted this _____ day of

-------------------, ----.

COTT BEVERAGES INC. (f/k/a BCB USA Corp.)


By:
    ----------------------------------
    Name:
    Title:


Accepted this ____ day of

------------------, ----.

LEHMAN COMMERCIAL PAPER INC.,
as General Administrative Agent


By:
    ----------------------------------
    Name:
    Title:

</TEXT>
</DOCUMENT>
