Crystal Rock Holdings, Inc. (Form: 8-K, Received: 12/28/2012 16:30:05)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) :

December 21, 2012

Crystal Rock Holdings, Inc.

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(Exact Name of Registrant as Specified in its Charter)

Delaware

000-31797

03-0366218

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(State of incorporation)

(SEC File No.)

(IRS Employer ID No.)

1050 Buckingham St., Watertown, CT 06795

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:

860-945-0661

n/a

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(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Exchange Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

As of December 20, 2012, Crystal Rock Holdings, Inc. owed subordinated debt to Henry, Peter and Jack Baker in the aggregate principal amount of $13,000,000. For more information about this subordinated debt, see the section entitled “Related Party Transactions - Subordinated Notes Held by Significant Stockholders ” commencing on page 11 of our definitive proxy statement dated February 28, 2012, which section is incorporated herein by this reference.

On December 21, 2012, with the mutual consent of the three subordinated debt holders, we paid $500,000 to each of the subordinated debt holders as a payment of principal on their respective notes. The following table shows the holder and the corresponding remaining principal amount on December 21, 2012 after the payment.

Related Party	Principal Balance
Henry E. Baker	$ 4,100,000
John B. Baker	3,700,000
Peter K. Baker	3,700,000
Total	$11,500,000

Henry Baker is a director and his sons, John and Peter Baker, are directors and executive officers.

The principal payment of the subordinated debt to the subordinated debt holders (“the payment”) was approved by the Company’s Audit Committee pursuant to its charter provisions that make approval of related party transactions the responsibility of that committee.

The payment was also consented to by Bank of America (“the Bank”). Certain provisions of the Company’s Credit Agreement (“the Agreement”) with the Bank prohibit such payments of subordinated debt principal but those terms were specifically waived, on a one-time basis, for a principal payment not to exceed $3 million for this payment. At the same time, the Bank also waived the mandatory prepayment of the term loan in the amount of the excess of consolidated operating cash flow over total service required in the Agreement for the year ending October 31, 2012. The prepayment is limited a maximum of $500,000 for the year.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1	Letter of Waiver and Consent dated December 21, 2012 signed by Martin Dytrych, Henry Baker, Peter Baker, and John Baker.

10.2	Letter of Waiver and Consent from Bank of America dated December 21, 2012 signed by Donald Bates.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		CRYSTAL ROCK HOLDINGS, INC.

		/s/ Bruce S. MacDonald
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		By: Bruce S. MacDonald
		Chief Financial Officer

		Date: December 28, 2012

EXHIBIT INDEX

Number Title

10.1	Letter of Waiver and Consent dated September 15, 2010 signed by Martin Dytrych, Henry Baker, Peter Baker, and John Baker.

10.2	Letter of Waiver and Consent from Bank of America dated December 21, 2012 signed by Donald Bates and Bruce MacDonald.

Crystal Rock Holdings, Inc.

1050 Buckingham Street

Litchfield, CT 06759

20 Hardscrabble Road

I refer to $13,000,000 in aggregate principal amount of subordinated notes (“Notes”) of Crystal Rock Holdings, f/k/a Vermont Pure Holdings, Ltd. (“Company”) payable to the following individuals in the amount set forth opposite the individual’s name:

	Henry E. Baker	$4,600,000
	John B. Baker	$4,200,000
	Peter K. Baker	$4,200,000

As you know, the Company is considering payment to each of you of $500,000 to decrease the principal amount of the Notes.

By signing the enclosed extra copy of this letter below and returning it to Bruce MacDonald , CFO of the Company, please confirm that you (a) consent to this payment, (b) waive the requirement in the Notes for 30 days’ prior written notice of prepayments, and (c) waive any objection to the fact that this payment, if made, will not be made pro-rata among the three holders of the Notes, but will be paid in equal amounts to each of you. The Company will rely on your consent and waivers.

This letter may be signed in counterpart copies, and all of the signed copies will together constitute a single letter.

	Very truly yours,
	CRYSTAL ROCK HOLDINGS, INC.

	By:	/s/ Martin Dytrych
		Martin Dytrych
		Chair, Audit Committee

The undersigned hereby consent and waive as

Dated: December 21, 2012

Dated: December 12, 2012

Crystal Rock Holdings, Inc.

1050 Buckingham Street

Attn: Bruce MacDonald

Reference is hereby made to that certain credit facility provided by Bank of America, N.A. (the “ Bank ”) to Crystal Rock Holdings Inc. and Crystal Rock LLC (collectively the “ Borrowers ”) pursuant to that certain Amended and Restated Credit Agreement, dated as of April 5, 2010 executed by the Borrowers and the Bank (as amended or otherwise modified from time to time, the “ Loan Agreement ”; together with any and any other documents or agreements made in connection with or given as security for the Credit Facility, as any of the foregoing may have been amended, modified, supplemented or replaced (collectively, the “ Loan Documents ”)). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Loan Agreement.

Effective upon complete execution of the parties listed on the signature hereto, the Bank waives, on a one-time basis, the following:

1.	Up to $3,000,000 of Subordinated Debt repayment, which would be a breach of Section 10.8 of the Loan Agreement

2.	The Mandatory Prepayment of the Term Loan outlined in Section 4.3.2 (Excess Cash Flow Recapture) for the fiscal year ended October 31, 2012

Collectively the “Waivers”

The Waivers apply only to the defaults (as outlined above) and shall be effective only to the extent specifically set forth herein and shall not (a) be construed as a waiver of any breach, default or event of default other than the Waivers, (b) affect the right of the Bank to demand compliance by the Borrowers with all terms and conditions of the Loan Agreement and Loan Documents except as specifically waived by this Agreement, (c) be deemed a waiver of any transaction or future action on the part of the Borrowers requiring the Bank’s consent or approval under the Loan Agreement or Loan Documents, or (d) except as waived hereby, be deemed or construed to be a waiver or release of, or a limitation upon, the Bank’s exercise of any rights or remedies under the Loan Agreement or any other Loan Document, whether arising as a consequence of any default or event of default which may now exist or otherwise, all such rights and remedies hereby being expressly reserved. All terms and conditions of the Loan Agreement and the other Loan Documents remain unchanged.

The Borrowers (a) affirms all of its obligations under the Loan Documents and (b) agrees that this letter agreement and all documents, agreements and instruments executed in connection herewith do not operate to reduce or discharge the Borrowers’ obligations under the Loan Documents.

In consideration of the Bank’s waiver, the Borrowers hereby releases and forever discharges the Bank and the Bank’s, respective predecessors, successors, assigns, officers, managers, directors, employees, agents, attorneys, representatives, and affiliates (collectively referred to as the “ Bank Group ”), from any and all presently existing claims, demands, damages, liabilities, actions and causes of action of any nature whatsoever, including, without limitation, all claims, demands, and causes of action for contribution and indemnity, whether arising at law or in equity, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, whether absolute or contingent, foreseen or unforeseen, and whether or not heretofore asserted, which the Borrowers may have or claim to have against any of the Bank Group arising out of facts or events in any way related to the Loan Documents and/or the loan transactions evidenced thereby and which have occurred on or on or prior to the date hereof.

BANK OF AMERICA, N.A.

By: /s/ Donald K. Bates

Name: Donald K. Bates

Title: Vice President

ACKNOWLEDGED AND AGREED:

Crystal Rock Holdings, Inc.

By: /s/ Bruce S. MacDonald

Name: Bruce S. MacDonald

Title: Chief Financial Officer

By: /s/ Bruce S. MacDonald

Name: Bruce S. MacDonald

Title: Chief Financial Officer