UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
| Item 1.01. | Entry into a Material Definitive Agreement. |
(a) Senior Debt Refinancing . On June 13, 2017, we entered into a Third Amendment (the “Third Amendment”) to our Credit Agreement with Bank of America, N.A. dated as of May 20, 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).
The Third Amendment increases the aggregate principal amount available under the revolving line of credit from $5,000,000 to $6,000,000. The Third Amendment allows the Company to use proceeds from the revolving line of credit to make payments on the Subordinated Debt in an amount not to exceed $2,000,000. The Third Amendment also allows for total prepayments on Subordinated Debt up to $4,500,000 in the aggregate. In connection with the Third Amendment, the form of Revolving Credit Note was amended and restated and the form of the Third Amended and Restated Revolving Credit Note is attached to the Third Amendment as Exhibit A thereto. There were no other changes to the existing term facility, Applicable Margins for outstanding balances of term debt, or outstanding line of credit amounts. The foregoing summary of the Third Amendment and the Third Amended and Restated Revolving Credit Note does not purport to be complete and is qualified in its entirety by reference to the full text of such documents, copies of which are filed as Exhibit 10.1 and 10.2, respectively, hereto and are incorporated herein by reference. The Credit Agreement was previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2016.
Subordinated Debt Payments . Section 10.8 of the Third Amendment allows for immediate prepayments to our subordinated debt holders in the amount of $4,500,000. In conjunction with the revision of Section 10.8, the Board of Directors of the Company approved the immediate prepayment of $4,500,000 to subordinated debt holders.
As of June 13, 2017, we owed subordinated debt to Henry, Peter and John Baker in the aggregate principal amount of $9,000,000. For more information about this subordinated debt, see the section entitled “Related Party Transactions - Subordinated Notes Held by Significant Stockholders ” on page 11 of our definitive proxy statement filed February 17, 2017, which section is incorporated herein by this reference.
On June 13, 2017, with the mutual consent of the three subordinated debt holders, we paid $3,600,000 to the Estate of Henry Baker and $450,000 to each of John Baker and Peter Baker as a payment of principal on their respective notes. The following table shows the holders of subordinated debt and the corresponding remaining principal amounts on June 13, 2017 after the payment.
| Related Party | Principal Balance | |||
| John B. Baker | 2,250,000 | |||
| Peter K. Baker | 2,250,000 | |||
| Total | $ | 4,500,000 | ||
John and Peter Baker are directors and executive officers, and Henry Baker was their father.
The changes in the subordinated notes and the $4,500,000 principal payment described above were approved by the Company’s Audit Committee as required by the Audit Committee’s charter provisions concerning approval of related party transactions.
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SIGNATURE
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 hereunto duly authorized.
| Dated: June 13, 2017 |
CRYSTAL ROCK HOLDINGS, INC.
By: /s/ David Jurasek David Jurasek Chief Financial Officer/Treasurer |
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EXHIBIT INDEX
| Exhibit No. | Description of Exhibit |
| 10.1 | Third Amendment Agreement dated June 13, 2017 |
| 10.2 | Third Amended and Restated Revolving Credit Note dated June 13, 2017 |
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Exhibit 10.1
third AMENDMENT AGREEMENT
THIRD AMENDMENT AGREEMENT (this “ Amendment ”), dated as of June 13, 2017 and effective as of the Amendment Effective Date, by and among Crystal Rock Holdings, Inc., formerly known as Vermont Pure Holdings, Ltd. (“ Holdings ”), Crystal Rock LLC (“ Crystal Rock ”, and together with Holdings, collectively, the “ Borrowers ”), Bank of America, N.A. (“ Bank of America ”) and the other lending institutions party to the Credit Agreement (as defined below) as lenders (together with Bank of America, collectively, the “ Lenders ”), and Bank of America, as administrative agent (the “ Administrative Agent ”) for itself and the other Lenders with respect to that certain Second Amended and Restated Credit Agreement dated as of May 20, 2015 (as amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”).
W I T N E S S E T H:
WHEREAS , the parties hereto have agreed to (a) increase the aggregate principal amount of the Commitment to $6,000,000, and (b) amend certain other terms of the Credit Agreement, in each case as set forth herein.
NOW, THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
§1. Definitions. Capitalized terms that are used herein and are not defined herein have the meanings given to such terms in the Credit Agreement (after giving effect to the amendments thereof set forth herein).
§2. Representations and Warranties; Acknowledgment. To induce Bank of America to consent to this Amendment and instruct the Administrative Agent to enter into this Amendment, each of the Borrower s hereby represents and warrants to Bank of America and the Administrative Agent that:
(a) Each of the Borrowers has adequate power to execute and deliver this Amendment and each other document to which it is a party in connection herewith and to perform its obligations hereunder or thereunder. This Amendment and each other document executed in connection herewith have been duly executed and delivered by each of the Borrowers and do not contravene any law, rule or regulation applicable to any Borrower or any of the terms of any other indenture, agreement or undertaking to which any Borrower is a party. The obligations contained in this Amendment and each other document executed in connection herewith to which any of the Borrowers is a party, taken together with the Obligations under the Loan Documents, constitute the legal, valid and binding obligations enforceable against each such Borrower in accordance with their respective terms.
(b) All of the representations and warranties made by the Borrowers in the Loan Documents are true and correct on the date hereof as if made on and as of the date hereof and are so repeated herein as if expressly set forth herein, except to the extent that any such representations and warranties expressly relate by their terms to a specific prior date.
(c) No Default or Event of Default under and as defined in any of the Loan Documents has occurred and is continuing as of the date hereof.
§3. Amendments to the Credit Agreement .
(a) The definitions of “Consolidated Total Debt Service” and “Perfection Certificates” appearing in Section 1.1 of the Credit Agreement are hereby amended and restated in their entirety to read as follows:
Consolidated Total Debt Service . With respect to Holdings and its Subsidiaries and for any period, the sum, without duplication, of (a) Consolidated Total Interest Expense of Holdings and its Subsidiaries for such period plus (b) any and all scheduled repayments of principal during such period in respect of Indebtedness that become due and payable during such period pursuant to any agreement or instrument to which Holdings or any of its Subsidiaries is a party provided , however , that for the Reference Periods ending on July 31, 2017, October 31, 2017, January 31, 2018 and April 30, 2018, Consolidated Total Interest Expense of Holdings and its Subsidiaries shall be determined on a pro forma basis equal to the sum of (i) Consolidated Senior Interest Expense for such period plus (ii) $540,000. Demand obligations shall be deemed to be due and payable during any fiscal period during which such obligations are outstanding.
Perfection Certificates . The Perfection Certificates, as defined in the Security Agreement or other Security Documents, as amended, restated and updated as of the Third Amendment Effective Date.
(b) The following new definitions are added in alphabetical order to Section 1.1 of the Credit Agreement to read as follows:
Third Amendment Agreement . The Third Amendment Agreement, dated as of June 13, 2017 and effective as of the Third Amendment Effective Date, among the Borrowers, the Lenders and the Administrative Agent with respect to this Credit Agreement.
Third Amendment Effective Date . The “Amendment Effective Date” as defined in the Third Amendment Agreement.
(c) Section 8.17.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
8.17.1 General . The proceeds of (a) the Revolving Credit Loans shall be used solely (i) to finance Capital Expenditures, (ii) to finance Permitted Acquisitions, (ii) for working capital and general corporate purposes, and (iii) to make payments on the Seller Subordinated Debt on and after the Third Amendment Effective Date not to exceed $2,000,000 in the aggregate, and (b) the Term Loan shall be used solely to (i) refinance the Borrowers’ outstanding Indebtedness owing under the 2013 Term Loan, (ii) repay in full the Borrowers’ outstanding Revolving Credit Loans as of the Effective Date, and (iii) to make payments on any Subordinated Debt not to exceed $1,000,000 in the aggregate. For the avoidance of doubt, no proceeds of the Revolving Credit Loans or the Term Loan shall be used to (x) finance the purchase, redemption, defeasance, retirement or other acquisition of any shares of any class of Capital Stock of Holdings or (y) make payments on any Subordinated Debt other than permitted in clauses (a)(iii) and (b)(ii) above or in §10.8. The Borrowers will obtain Letters of Credit solely for general corporate purposes.
(d) Section 10.8 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
10.8 Subordinated Debt . No Loan Party will, nor will it permit any of its Subsidiaries to (a) amend, supplement or otherwise modify the terms of any of the Subordinated Debt, or (b) pay or prepay any principal and/or interest on or otherwise redeem or repurchase any Subordinated Debt, except that the Borrowers may (i) pay cash interest (including accrued and unpaid cash interest but no payments of principal) in lieu of payments in kind on the Seller Subordinated Debt at a rate per annum not to exceed 12% so long as at the time of any such payment and after giving effect thereto no Default or Event of Default shall have occurred and be continuing, whether or not the Administrative Agent or any Lender has provided any Loan Party with written notice thereof, and (ii) prepay up to $4,500,000 in the aggregate of the Seller Subordinated Debt on or after the Third Amendment Effective Date.
(e) The Credit Agreement is hereby further amended by (i) deleting Exhibit A thereto in its entirety and substituting therefor the exhibit attached hereto as Exhibit A, and (ii) deleting each of Schedule 1, Schedule 8.7 and Schedule 8.15 in their entirety and substituting therefor the schedules attached hereto as Schedule 1, Schedule 8.7 and Schedule 8.15.
§4. Ratification, etc. Except as expressly amended hereby, the Credit Agreement and the other Loan Documents are hereby ratified and confirmed in all respects and shall continue in full force and effect. This Amendment and the Credit Agreement shall hereafter be read and construed together as a single document, and all references in the Credit Agreement or any related agreement or instrument to the Credit Agreement shall hereafter refer to the Credit Agreement as amended by this Amendment. For the avoidance of doubt, unless specifically modified and amended in this Amendment, the Loan Parties shall comply with all other covenants, including all affirmative, negative and financial covenants, all representations and warranties, and all other provisions of the Credit Agreement, as amended.
§5. Conditions to Effectiveness. The effectiveness of this Amendment is subject to the prior satisfaction of each of the following conditions precedent:
(a) Representations and Warranties . All of the representations and warranties made by the Borrowers herein, whether directly or incorporated by reference, shall be true and correct on the date hereof except to the extent that such representations and warranties relate expressly to an earlier date.
(b) Execution and Delivery of this Amendment . The Borrowers, the Administrative Agent and Bank of America, as the sole Lender, shall have executed and delivered this Amendment.
(c) Execution and Delivery of Revolving Credit Note . The Borrowers shall have executed and delivered to Bank of America, as the sole Lender, a Revolving Credit Note in the form of Exhibit A attached hereto.
(d) Execution and Delivery of Confirmation Amendment . The Administrative Agent the Seller Subordinated Debt Holders and Ross S. Rapaport, not individually, but as Trustee of the Peter Baker Life Insurance Trust u/t/a dated July 7, 1992, the John Baker Insurance Trust u/t/a dated July 7, 1992 and the Joan Baker and Henry Baker Irrevocable Trust u/t/a dated December 16, 1991, shall have executed and delivered a confirmation agreement relating to Seller Subordinated Debt in form and substance satisfactory to the Administrative Agent and Bank of America.
(e) Payment of Expenses . The Borrowers shall have paid to the Administrative Agent and its counsel all amounts payable under §6 hereof.
§6. Expenses, Etc. Without limitation of the amounts payable by the Loan Parties under the Credit Agreement and other Loan Documents, the Borrowers agree to pay to the Administrative Agent upon demand an amount equal to any and all out-of-pocket costs or expenses (including reasonable legal fees and disbursements) incurred or sustained by the Administrative Agent in connection with the preparation of this Amendment and related matters.
§7. Release . To induce the Administrative Agent and Bank of America to enter into this Amendment, each of the Borrowers, on behalf of itself and its agents, attorneys, representatives, officers, directors, employees, shareholders, subsidiaries, affiliates, successors and assigns (collectively with each Borrower, “ Releasors ” and individually a “ Releasor ”) hereby releases, acquits and forever discharges each Releasee (as hereinafter defined) from any and all liabilities, claims, demands, actions or causes of action of any kind (if any there be), whether absolute or contingent, due or to become due, disputed or undisputed, liquidated or unliquidated, at law or in equity, or known or unknown (collectively, “ Claims ”) that any Releasor now has, ever had or hereafter may have against the Administrative Agent or any Lender in any capacity, or any officer, director, employee, agent, attorney, representative, subsidiary, affiliate and shareholder of the Administrative Agent or any Lender (collectively with the Administrative Agent and the Lenders, the “ Releasees ”) based on acts (other than acts of willful misconduct or gross negligence by any Releasee), transactions, or circumstances occurring on or before the date of this Amendment that relate to: (i) any Loan Documents; (ii) any transaction, action or omission contemplated thereby or concluded thereunder; or (iii) any aspect of the dealings or relationships between or among any of the Borrowers, on the one hand, and the Administrative Agent and/or any Lender, on the other hand, relating to any Loan Document or any transaction, action or omission contemplated thereby or concluded thereunder. The provisions of this §7 shall be binding upon each of the Borrowers and shall inure to the benefit of the Releasees and each of their respective representatives, officers, directors, employees, agents, attorneys, shareholders, subsidiaries, affiliates, heirs, executors, administrators, successors and assigns. Each of the Borrowers hereby covenants that it will not sue, sue further, or otherwise prosecute in any way any Claim, person, or entity released in this Amendment on account of or otherwise relating to any Claims released herein.
§8. Miscellaneous Provisions .
(a) Upon satisfaction of the conditions precedent set forth in §5, this Amendment shall become binding among the parties hereto as of the day and year set forth above (the “ Amendment Effective Date ”). Until this Amendment becomes effective, the terms of the Credit Agreement prior to its amendment hereby shall remain in full force and effect.
(b) This Amendment is intended to take effect under, and shall be construed according to and governed by, the laws of the State of New York (excluding the laws applicable to conflicts or choice of law).
(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement. This Amendment shall constitute a Loan Document for all purposes of the Credit Agreement.
(d) This Amendment is not intended by the parties to be, and shall not be construed to be, a novation of the Credit Agreement or an accord and satisfaction in regard thereto.
(e) This Amendment shall be binding upon and inure to the benefit of the parties hereto, their respective successors, successors-in-titles, and assigns. This Amendment sets forth the entire understanding and agreement of the parties with respect to the matters set forth herein, including the amendments set forth herein, and this Amendment supersedes any prior or contemporaneous understanding or agreement of the parties as to any such amendment or waiver of the provisions of the Credit Agreement or any Loan Document, except for any such agreement that has been set forth in writing and executed by the Loan Parties, the Administrative Agent and the Required Lenders. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which counterparts taken together shall be deemed to constitute one and the same instrument. A facsimile or other electronic transmission of an executed counterpart shall have the same effect as the original executed counterpart.
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IN WITNESS WHEREOF, each of the parties hereto have caused this Amendment to be executed in its name and behalf by its duly authorized officer as of the date first written above.
CRYSTAL ROCK HOLDINGS, INC.
By :_/s/ Peter K. Baker
| Name: | Peter K. Baker |
| Title: | Chief Executive Officer |
CRYSTAL ROCK LLC
By:_ :_/s/ Peter K. Baker
| Name: | Peter K. Baker |
| Title: | Manager and Chief Executive Officer |
BANK OF AMERICA, N.A. , as Administrative Agent and Lender
By :_/s/ Donald K. Bates
| Name: | Donald K. Bates |
| Title: | Senior Vice President |
Signature Page to Third Amendment Agreement
Exhibit 10.2
THIRD AMENDED AND RESTATED REVOLVING CREDIT NOTE
| $6,000,000.00 | June 13, 2017 |
FOR VALUE RECEIVED , the undersigned, Crystal Rock Holdings, Inc., a Delaware corporation (“ Holdings ”) and Crystal Rock LLC, a Delaware limited liability company (“ Crystal Rock LLC ”, and together with Holdings, collectively, the “ Borrowers ”), hereby jointly and severally promise to pay to the order of BANK OF AMERICA, N.A. (the “ Lender ”) at the Administrative Agent’s Office (as such term is defined in the Credit Agreement referred to below):
(a) prior to or on the Revolving Credit Loan Maturity Date the principal amount of SIX MILLION and 00/100 Dollars ($5,000,000.00) or, if less, the aggregate unpaid principal amount of Revolving Credit Loans advanced by the Lender to the Borrowers pursuant to the Second Amended and Restated Credit Agreement, dated as of May 20, 2015 (as amended and in effect from time to time, the “ Credit Agreement ”), by and among the Borrowers, the Guarantors from time to time party thereto, the Administrative Agent, the Lender and the other parties thereto, which amends and restates that certain Amended and Restated Credit Agreement, dated as of April 5, 2010, as amended, by and among the Borrowers, Crystal Rock Holdings, Inc., formerly a Delaware corporation which subsequently merged with and into Holdings, the Administrative Agent and the lenders party thereto, which amended and restated that certain Credit Agreement, dated as of April 5, 2005, as amended, by and among the Borrowers, the Administrative Agent and the lenders party thereto;
(b) the principal outstanding hereunder from time to time at the times provided in the Credit Agreement; and
(c) interest on the principal balance hereof from time to time outstanding from the date hereof through and including the Revolving Credit Loan Maturity Date at the rates and terms and in all cases in accordance with the terms of the Credit Agreement.
This Note evidences borrowings under and has been issued by the Borrowers in accordance with the terms of the Credit Agreement. The Lender and any holder hereof is entitled to the benefits of the Credit Agreement, the Security Documents and the other Loan Documents, and may enforce the agreements of the Borrowers contained therein, and any holder hereof may exercise the respective remedies provided for thereby or otherwise available in respect thereof, all in accordance with the respective terms thereof. All capitalized terms used in this Note and not otherwise defined herein shall have the same meanings herein as in the Credit Agreement.
This Note amends and restates that certain Second Amended and Restated Revolving Credit Note dated May 20, 2015 in the original principal amount of $5,000,000.00 executed and delivered by the Borrowers to the Lender (the “ Existing Note ”). This Note is executed and delivered in substitution for, but not in satisfaction of, the Existing Note.
The Borrowers irrevocably authorize the Lender to make or cause to be made, at or about the time of the Drawdown Date of any Revolving Credit Loan or at the time of receipt of any payment of principal of this Note, an appropriate notation on the grid attached to this Note, or the continuation of such grid, or any other similar record, including computer records, reflecting the making of such Revolving Credit Loan or (as the case may be) the receipt of such payment. The outstanding amount of any Revolving Credit Loan set forth on the grid attached to this Note, or the continuation of such grid, or any other similar record, including computer records, maintained by the Lender with respect to such Revolving Credit Loan shall be prima facie evidence of the principal amount thereof owing and unpaid to the Lender, but the failure to record, or any error in so recording, any such amount on any such grid, continuation or other record shall not limit or otherwise affect the obligation of the Borrowers hereunder or under the Credit Agreement to make payments of principal of and interest on this Note when due.
The Borrowers have the right in certain circumstances and the obligation under certain other circumstances to prepay the whole or part of the principal of this Note on the terms and conditions specified in the Credit Agreement.
If any one or more of the Events of Default shall occur, the entire unpaid principal amount of this Note and all of the unpaid interest accrued thereon may become or be declared due and payable in the manner and with the effect provided in the Credit Agreement.
No delay or omission on the part of the Lender or any holder hereof in exercising any right hereunder shall operate as a waiver of such right or of any other rights of the Lender or such holder, nor shall any delay, omission or waiver on any one occasion be deemed a bar or waiver of the same or any other right on any future occasion.
The Borrowers and every endorser and guarantor of this Note or the obligation represented hereby waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note, and assents to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of collateral and to the addition or release of any other party or person primarily or secondarily liable.
THIS NOTE AND THE OBLIGATIONS OF THE BORROWERS HEREUNDER SHALL FOR ALL PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). EACH OF THE BORROWERS AND THE LENDER AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS NOTE MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR ANY FEDERAL COURT SITTING THEREIN AND CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWERS AND THE LENDER BY MAIL AT THE ADDRESS SPECIFIED IN §17.6 OF THE CREDIT AGREEMENT. EACH OF THE BORROWERS AND THE LENDER HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.
EACH OF THE BORROWERS HEREBY REPRESENTS, COVENANTS AND AGREES THAT THE PROCEEDS OF THE REVOLVING CREDIT LOANS SHALL BE USED FOR GENERAL COMMERCIAL PURPOSES AND THAT THIS NOTE IS PART OF A “COMMERCIAL TRANSACTION” AS DEFINED BY THE STATUTES OF THE STATE OF CONNECTICUT. EACH OF THE BORROWERS HEREBY WAIVES ALL RIGHTS TO NOTICE AND PRIOR COURT HEARING OR COURT ORDER UNDER CONNECTICUT GENERAL STATUTES SECTIONS 52-278a ET. SEQ. AS AMENDED OR UNDER ANY OTHER STATE OR FEDERAL LAW WITH RESPECT TO ANY AND ALL PREJUDGMENT REMEDIES THE ADMINISTRATIVE AGENT OR THE LENDER MAY EMPLOY TO ENFORCE THEIR RIGHTS AND REMEDIES HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS. MORE SPECIFICALLY, EACH OF THE BORROWERS ACKNOWLEDGES THAT THE ADMINISTRATIVE AGENT’S ATTORNEY AND/OR THE LENDER’S ATTORNEY MAY, PURSUANT TO CONNECTICUT GENERAL STATUTES, SECTION 52-278f, ISSUE A WRIT FOR A PREJUDGMENT REMEDY WITHOUT SECURING A COURT ORDER. EACH OF THE BORROWERS ACKNOWLEDGES AND RESERVES ITS RIGHT TO NOTICE AND A HEARING SUBSEQUENT TO THE ISSUANCE OF A WRIT FOR PREJUDGMENT REMEDY AS AFORESAID AND THE LENDER ACKNOWLEDGES THE BORROWERS’ RIGHT TO SAID HEARING SUBSEQUENT TO THE ISSUANCE OF SAID WRIT. EACH OF THE BORROWERS FURTHER WAIVES ITS RIGHTS TO REQUEST THAT THE ADMINISTRATIVE AGENT OR THE LENDER POST A BOND, WITH OR WITHOUT SURETY, TO PROTECT BORROWERS AGAINST DAMAGES THAT MAY BE CAUSED BY ANY PREJUDGMENT REMEDY SOUGHT OR OBTAINED BY THE ADMINISTRATIVE AGENT OR THE LENDER.
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IN WITNESS WHEREOF , each of the undersigned has caused this Note to be signed by its duly authorized officer as of the day and year first above written.
CRYSTAL ROCK HOLDINGS, INC.
By: /s/ Peter K Baker
| Name: | Peter K. Baker |
| Title: | Chief Executive Officer |
CRYSTAL ROCK LLC
By: /s/ Peter K. Baker
| Name: | Peter K. Baker |
| Title: | Manager and Chief Executive Officer |