FIRST AMENDMENT TO CREDIT AGREEMENT, U.S. PLEDGE AND SECURITY AGREEMENT AND CANADIAN PLEDGE AND SECURITY AGREEMENT

Exhibit 10.1

FIRST AMENDMENT TO CREDIT AGREEMENT, U.S. PLEDGE AND

SECURITY AGREEMENT AND CANADIAN PLEDGE AND SECURITY

AGREEMENT

FIRST AMENDMENT TO CREDIT AGREEMENT, U.S. PLEDGE AND SECURITY AGREEMENT AND CANADIAN SECURITY AGREEMENT, dated as of July 22, 2009 (this “ Amendment ”), among COTT CORPORATION CORPORATION COTT, a corporation organized under the laws of Canada, COTT BEVERAGES INC., a Georgia 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. (“ JPMorgan ”), as Administrative Agent and Administrative Collateral Agent, and GENERAL ELECTRIC CAPITAL CORPORATION (“ GE ”), as Co-Collateral Agent. Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to such terms in the Credit Agreement.

W I T N E S S E T H :

WHEREAS the Borrowers, the other Loan Parties party thereto, the Lenders party thereto, JPMorgan, as Administrative Agent and Administrative Collateral Agent and GE, as Co-Collateral Agent, have entered into that certain Credit Agreement, dated as of March 31, 2008 (as amended, supplemented or modified, the “ Credit Agreement ”);

WHEREAS, the U.S. Borrower, the other Loan Parties party thereto, and JPMorgan, in its capacity as Administrative Collateral Agent for the ratable benefit of the Secured Parties, have entered into that certain U.S. Pledge and Security Agreement, dated as of March 31, 2008 (as amended, supplemented or modified, the “ U.S. Security Agreement ”);

WHEREAS, the Company, the other Loan Parties party thereto and JPMorgan, in its capacity as Administrative Collateral Agent for the ratable benefit of the Secured Parties, have entered into that certain Canadian Pledge and Security Agreement, dated as of March 31, 2008 (as amended, supplemented or modified, the “ Canadian Security Agreement ”);

WHEREAS, the Borrowers, the Lenders party hereto, the Administrative Agent, the Administrative Collateral Agent and the Co-Collateral Agent desire to amend the Credit Agreement as provided for herein on the terms and subject to the conditions set forth herein;

WHEREAS, the U.S. Borrower, the other Loan Parties party hereto and the Administrative Collateral Agent, for the benefit of the Administrative Agent, the Collateral Agents and the Lenders party hereto, desire to amend the U.S. Security Agreement as provided for herein on the terms and subject to the conditions set forth herein; and

F IRST A MENDMENT TO

C OTT C REDIT A GREEMENT ,

U.S. S ECURITY A GREEMENT AND

C ANADIAN S ECURITY A GREEMENT

WHEREAS, the Company, the other Loan Parties party hereto, and the Administrative Collateral Agent, for the benefit of Administrative Collateral Agent and the Lenders party hereto, desire to amend the Canadian Security Agreement as provided for herein on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto hereby agree as follows:

ARTICLE I

AMENDMENTS

Section 1.1 Amendments to Section 1.01 . Section 1.01 of the Credit Agreement is hereby amended as follows:

(a) The definition of the term “ Alternate Base Rate ” is hereby amended in its entirety to read as follows:

“ Alternate Base Rate ” shall mean, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus   ¹ / 2 of 1% and (c) the Adjusted LIBO Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that, for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the rate appearing on the Reuters Screen LIBOR01 Page (or on any successor or substitute page) at approximately 11:00 a.m. London time on such day (without any rounding). Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively.

(b) The definition of the term “ Applicable Commitment Fee Rate ” is hereby amended in its entirety to read as follows:

“ Applicable Commitment Fee Rate ” means, for any day, with respect to the commitment fees payable hereunder, 0.50% per annum.

(c) The definition of the term “ Applicable Rate ” is hereby amended in its entirety to read as follows:

“ 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 Borrowers’ Average Aggregate Availability during the most recent fiscal quarter of the Borrowers.

F IRST A MENDMENT TO

C OTT C REDIT A GREEMENT ,

U.S. S ECURITY A GREEMENT AND

C ANADIAN S ECURITY A GREEMENT

For purposes of the foregoing, (a) the Applicable Rate shall be determined as of the end of each fiscal quarter of the Borrowers based upon the Borrowers’ Aggregate Borrowing Base Certificates delivered from time to time pursuant to Section 5.01 and outstanding during such fiscal quarter and (b) each change in the Applicable Rate resulting from a change in the Borrowers’ Average Aggregate Availability shall be effective on the first day of the next fiscal quarter, provided that the Average Aggregate Availability 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 Borrowing Base Certificates required to be delivered by them pursuant to Section 5.01, during the period from the expiration of the time for delivery thereof until such Borrowing Base Certificates are delivered.

(d) The definition of the term “ Commitment ” is amended to delete the last two sentences thereof and replace them with the following:

“The amount of each Lender’s Commitment on the First Amendment Effective Date is set forth on the Commitment Schedule, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable. The aggregate amount of the Lenders’ Commitments as of the First Amendment Effective Date is $225,000,000.”

(e) The definition of the term “ Fixed Charges ” is hereby amended by inserting the following subsection before “all calculated for the Company and its Subsidiaries on a consolidated basis”:

“ plus (g) any payments by the Company or its Subsidiaries related to any redemption or purchase of the Senior Subordinated Notes pursuant to Section 6.09(b)(x),”

F IRST A MENDMENT TO

C OTT C REDIT A GREEMENT ,

U.S. S ECURITY A GREEMENT AND

C ANADIAN S ECURITY A GREEMENT

(f) The definition of the term “Maturity Date” is hereby amended in its entirety to read as follows:

“ Maturity Date ” means March 31, 2013 or any earlier date on which the Commitments are reduced to zero or otherwise terminated pursuant to the terms hereof; provided that if the Senior Subordinated Notes have not been extended, renewed, or replaced in accordance with the terms of this Agreement, in each case with a maturity date that is later than September 30, 2013, the Maturity Date shall mean June 14, 2011 or any earlier date on which the Commitments are reduced to zero or otherwise terminated pursuant to the terms hereof.

(g) The definition of the term “ Senior Subordinated Note Documents ” is hereby amended in its entirety to read as follows:

“ Senior Subordinated Note Documents ” means (i) for purposes of the definition of the term “Maturity Date”, Section 6.01(c) and Section 6.04(n), Original Senior Subordinated Note Documents and (ii) for all other purposes, Original Senior Subordinated Note Documents and all Refinancing Documents, as applicable.”

(h) The definition of the term “ Senior Subordinated Note Agreement ” is hereby amended in its entirety to read as follows:

“ Senior Subordinated Note Agreement ” means (i) for purposes of the definition of the term “Maturity Date”, Section 6.01(c) and Section 6.04(n), the Original Senior Subordinated Note Agreement and (ii) for all other purposes, Original Senior Subordinated Note Agreement and all relevant Refinancing Documents, as applicable.”

(i) The following new definitions are added in appropriate alphabetical order:

“ Defaulting Lender ” means any Lender, as determined by the Administrative Agent, that has (a) failed to fund any portion of its Loans or participations in Letters of Credit or Swingline Loans within three Business Days of the date required to be funded by it hereunder, unless the conditions to such Loans or participations in Letters of Credit or Swingline Loans are the subject of a good faith dispute, (b) notified the Company, the Administrative Agent, any Issuing Bank, any Swingline Lender or any Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or under other agreements in which it commits to extend credit, (c) failed, within three Business Days after request by the

F IRST A MENDMENT TO

C OTT C REDIT A GREEMENT ,

U.S. S ECURITY A GREEMENT AND

C ANADIAN S ECURITY A GREEMENT

Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans, (d) otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three Business Days of the date when due, unless the subject of a good faith dispute, or (e) (i) become or is insolvent or has a parent company that has become or is insolvent or (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment.

“ Disqualified Equity Interests ” means all Equity Interests which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, on or prior to March 31, 2014, (b) is convertible into or exchangeable for (i) debt securities or (ii) any Equity Interests referred to in (a) above, in each case at any time on or prior to March 31, 2014, or (c) contains any repurchase obligation which may come into effect prior to payment in full of all Obligations.

“ Disqualified Payables ” means (i) trade payables of the U.S. Borrower which have been unpaid for more than 60 days after the due date thereof and (ii) trade payables of the U.K. Borrower and the Canadian Borrower which remain unpaid for a period in excess of the historic payables practice of such Borrower, in each case, as determined by the Agent in its Permitted Discretion and excluding trade payables being contested or disputed by the Borrower in good faith.

“ First Amendment ” means the First Amendment to Credit Agreement, dated as of July 22, 2009, among the Borrowers, the other Loan Parties party thereto, the Lenders party thereto, the UK Security Trustee, the Administrative Agent, the Administrative Collateral Agent and the Co-Collateral Agent.

“ First Amendment Effective Date ” means the Effective Date, as such term is defined in the First Amendment.

F IRST A MENDMENT TO

C OTT C REDIT A GREEMENT ,

U.S. S ECURITY A GREEMENT AND

C ANADIAN S ECURITY A GREEMENT

“ Original Senior Subordinated Note Documents ” means the Senior Subordinated Note Agreement and all documents relating thereto or executed in connection therewith.

“ Original Senior Subordinated Note Agreement ” means that certain Indenture dated as of December 21, 2001 among the U.S. Borrower, as issuer, the Company and each Subsidiary of the Company party thereto, as guarantors and HSBC Bank USA, as trustee.

“ Qualified Equity Interests ” means all Equity Interests other than Disqualified Equity Interests.

“ Refinancing Indebtedness ” means any Indebtedness incurred under Section 6.01(p) which refinances the Senior Subordinated Notes.

“ Refinancing Documents ” means all documents and agreements governing, securing or evidencing any Refinancing Indebtedness.

“ Swingline Exposure ” shall mean, at any time, the sum of the aggregate undrawn amount of all outstanding Swingline Loans at such time. The Swingline Exposure of any Lender at any time shall be its Commitment Percentage of the total Swingline Exposure at such time.”

Section 1.2 Reduction of the PP&E Component . From and after the Effective Date, the amount of the then effective PP&E Component shall be reduced by $5,000,000.

Section 1.3 Amendment to Section 2.11(c) . Section 2.11(c) of the Credit Agreement is hereby amended by (A) replacing the word “and” after the text “exceeds $1,000,000” at the end of clause (1) of the first proviso thereof with a comma, (B) adding the word “and” following the second proviso of such Section and (C) inserting the following subsection at the end of such Section:

“(3) in the case of any event described in clause (c) of the definition of the term “Prepayment Event” arising from the issuance of any Qualified Equity Interests, if the Borrower Representative shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that the Loan Parties intend to apply the Net Proceeds to voluntarily redeem and/or purchase Senior Subordinated Notes to the extent then permitted pursuant to Section 6.09(b)(xi) hereof and certifying that no Default or Event of Default has occurred and is continuing, then (i) so long as full cash dominion is not in effect, no prepayment shall be required for 3 Business Days pursuant to this paragraph in respect of the Net Proceeds specified in such certificate, or (ii) if full cash dominion is in effect, such Net Proceeds shall be applied

F IRST A MENDMENT TO

C OTT C REDIT A GREEMENT ,

U.S. S ECURITY A GREEMENT AND

C ANADIAN S ECURITY A GREEMENT

by the Administrative Agent to reduce the outstanding principal balance of the Revolving Loans (without a permanent reduction of the Commitment) or (iii) 3 Business Days after receipt of such Net Proceeds-to the extent that such Net Cash Proceeds shall not have then been used to redeem or repurchase the Senior Subordinated Notes pursuant to Section 6.09 (b)(xi), such Net Proceeds shall be applied by the Administrative Agent (other than any portion of Net Proceeds which would cause the aggregate UK Revolving Loans to be reduced below $10,000,000) to reduce the outstanding principal balance of the Revolving Loans (without a permanent reduction of the Commitment). For purposes of this Section 2.11(c) the Senior Subordinated Notes shall be deemed to be “redeemed” at the time that a Borrower or Restricted Subsidiary deposits with the trustee under the Senior Subordinated Note Agreement the funds sufficient to redeem the applicable Senior Subordinated Notes.”

Section 1.4 Amendments to Section 2.19 . The introductory paragraph to Section 2.19 of the Credit Agreement is hereby amended in its entirety to read as follows:

“If any Lender requests compensation under Section 2.15, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or with respect to clause (b) below, if any Lender becomes a Defaulting Lender, then:”

Section 1.5 Amendments to Section 2.19(b) . Section 2.19(b) of the Credit Agreement is hereby amended in its entirety to read as follows:

“(b) the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, each Issuing Bank), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.”

F IRST A MENDMENT TO

C OTT C REDIT A GREEMENT ,

U.S. S ECURITY A GREEMENT AND

C ANADIAN S ECURITY A GREEMENT

Section 1.6 Amendment to Article II . A new Section 2.21 of the Credit Agreement is hereby added at the end of Article II to read as follows:

“Section 2.21. Defaulting Lenders . Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a) the commitment fee payable pursuant to Section 2.12(a) shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender;

(b) the Commitment and Revolving Exposure of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 9.02), provided that any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which affects such Defaulting Lender differently than other affected Lenders (other than as a result of such Defaulting Lender having a greater or lesser Revolving Exposure or Commitment than other affected Lenders) shall require the consent of such Defaulting Lender;

(c) if any Swingline Exposure or LC Exposure exists at the time a Lender becomes a Defaulting Lender then:

(i) all or any part of such Swingline Exposure and LC Exposure shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent (x) the sum of all non-Defaulting Lenders’ Revolving Credit Exposures plus such Defaulting Lender’s Swingline Exposure and LC Exposure does not exceed the total of all non-Defaulting Lenders’ Commitments and (y) the conditions set forth in Section 4.02 are satisfied at such time;

(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, at the request of the Administrative Agent, the Borrowers shall within one Business Day following notice by the Administrative Agent (x) first, prepay such Swingline Exposure and (y) second, cash collateralize such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.06(j) for so long as such LC Exposure is outstanding;

F IRST A MENDMENT TO

C OTT C REDIT A GREEMENT ,

U.S. S ECURITY A GREEMENT AND

C ANADIAN S ECURITY A GREEMENT

(iii) if the Borrowers cash collateralize any portion of such Defaulting Lender’s LC Exposure pursuant to Section 2.21(c), the Borrower shall not be required to pay any fees pursuant to Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;

(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to Section 2.21(c), then the fees payable to the Lenders pursuant to Section 2.12(a) and Section 2.12(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; or

(v) if any Defaulting Lender’s LC Exposure is neither cash collateralized nor reallocated pursuant to Section 2.21(c), then, without prejudice to any rights or remedies of each Issuing Bank or any Lender hereunder, all facility fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Commitment that was utilized by such LC Exposure) and letter of credit fees payable under Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to each Issuing Bank until such LC Exposure is cash collateralized and/or reallocated;

(d) so long as any Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless it is satisfied that 100% of the related exposure will be covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrowers in accordance with Section 2.21(c) or pursuant to Section 2.21(e)(iii) or such other arrangements that are satisfactory to such Issuing Bank; and

(e) in the event and on the date that each of the Administrative Agent, the Borrower, each Issuing Bank and each Swingline Lender agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the other Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.”

F IRST A MENDMENT TO

C OTT C REDIT A GREEMENT ,

U.S. S ECURITY A GREEMENT AND

C ANADIAN S ECURITY A GREEMENT

Section 1.7 Amendment to Section 5.02(e) . Section 5.02(e) of the Credit Agreement is hereby amended in its entirety to read as follows:

“(e) notwithstanding the forgoing, the Borrower will, within 5 Business Days, furnish to the Administrative Agent written notice of the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap Agreement, together with a description (including nature and amount) of the terms of such Swap Agreement or amendment, as the case may be;”

Section 1.8 Amendment to Section 6.01 . Section 6.01 of the Credit Agreement is hereby amended by (A)