exh10_4.htm


 










 



Exhibit 10.4







May 20, 2015












Bank of America, N.A.


CityPlace I


185 Asylum Street


Hartford, Connecticut 06103







Henry E. Baker


1050 Buckingham Street


Waterbury, CT 06795


 


           Re:  Amendment to Subordinated Note







Ladies and Gentlemen:







Reference is made to the Second Amended and Restated Subordinated Promissory Note dated April 5, 2005 in the original principal amount of $3,088,889 (the “Subordinated Note”) made by Crystal Rock Holdings, Inc., formerly known as Vermont Pure Holdings, Ltd. (“Holdings”), payable to the order of Henry E. Baker (the “Payee”), which Subordinated Note was collaterally assigned by the Payee to Bank of America, N.A. (the “Bank”) by the Allonge Endorsement to Second Amended and Restated Subordinated Promissory Note dated as of April 5, 2005, and (b) the Amended and Restated Subordination and Pledge Agreement dated as of April 5, 2010 (the “Subordination Agreement”) that is referred to in the Subordinated Note.  Capitalized terms used herein that are not defined herein have the meanings given to such terms in the Subordinated Note or the Subordination Agreement, as applicable.







In connection with the Amended and Restated Credit Agreement, Holdings, the Payee, and the Bank have agreed, and do hereby agree, that by this agreement the Subordinated Note is hereby amended by deleting “October 5, 2018” from clause (iii) of the third paragraph of the Subordinated Note and by substituting therefor the words “November 20, 2020”.







Except as otherwise expressly provided by this agreement, all of the respective terms and provisions of the Subordinated Note and the Subordination Agreement shall remain the same.  The Subordinated Note, as amended hereby, and the Subordination Agreement shall continue in full force and effect. This agreement and the Subordinated Note shall be read and construed as one instrument.


 


This agreement is intended to take effect under, and shall be construed according to and governed by, the internal laws of the State of Connecticut (without reference to principles of conflicts or choice of law).


 




  





128











  






This agreement may be executed in any number of counterparts, but all such counterparts shall together constitute but one instrument.  A facsimile or other electronic transmission of an executed counterpart shall have the same effect as the original executed counterpart.












 



	 	 Very truly yours,
	 	 
	 	 Crystal Rock Holdings, Inc.
	 	 (formerly known as Vermont Pure Holdings, Ltd.).
	 	 
	 	 
	 	 By /s/ Peter K. Baker
	 	 Name: Peter K. Baker
	 	 Title: Chief Executive Officer





 


 


 







Agreed to:












 /s/ Henry E. Baker


Henry E. Baker












Bank of America, N.A.












By /s/ Donald K. Bates


Name: Donald K. Bates


Title: Senior Vice President









  





129











  


May 20, 2015














Bank of America, N.A.


CityPlace I


185 Asylum Street


Hartford, Connecticut 06103







Henry E. Baker


1050 Buckingham Street


Waterbury, CT 06795


 


           Re:  Amendment to Subordinated Note







Ladies and Gentlemen:







Reference is made to (a) the Subordinated Promissory Note dated April 5, 2010 in the original principal amount of $1,511,111 (the “Subordinated Note”) made by Crystal Rock Holdings, Inc., formerly known as Vermont Pure Holdings, Ltd. (“Holdings”) payable to the order of Henry E. Baker (the “Payee”), which Subordinated Note was collaterally assigned by the Payee to Bank of America, N.A. (the “Bank”) by the Allonge Endorsement to Subordinated Promissory Note dated as of April 5, 2010, and (b) the Amended and Restated Subordination and Pledge Agreement dated as of April 5, 2010 (the “Subordination Agreement”) that is referred to in the Subordinated Note.  Capitalized terms used herein that are not defined herein have the meanings given to such terms in the Subordinated Note or the Subordination Agreement, as applicable.







In connection with the Amended and Restated Credit Agreement, Holdings, the Payee, and the Bank have agreed, and do hereby agree, that by this agreement the Subordinated Note is hereby amended by deleting “October 5, 2018” from clause (iii) of the third paragraph of the Subordinated Note and by substituting therefor the words “November 20, 2020”.







Except as otherwise expressly provided by this agreement, all of the respective terms and provisions of the Subordinated Note and the Subordination Agreement shall remain the same.  The Subordinated Note, as amended hereby, and the Subordination Agreement shall continue in full force and effect. This agreement and the Subordinated Note shall be read and construed as one instrument


 


This agreement is intended to take effect under, and shall be construed according to and governed by, the internal laws of the State of Connecticut (without reference to principles of conflicts or choice of law).


 


This agreement may be executed in any number of counterparts, but all such counterparts shall together constitute but one instrument.  A facsimile or other electronic transmission of an executed counterpart shall have the same effect as the original executed counterpart.


 


 




  





130











  






 


 




	 	Very truly yours,
	 	 
	 	Crystal Rock Holdings, Inc.
	 	(formerly known as Vermont Pure Holdings, Ltd.).
	 	 
	 	 
	 	By /s/ Peter K. Baker
	 	Name: Peter K. Baker
	 	Title: Chief Executive Officer












Agreed to:












 /s/ Henry E. Baker


Henry E. Baker












Bank of America, N.A.












By /s/ Donald K. Bates


Name: Donald K. Bates


Title: Senior Vice President


 


 




 




  





131











  


May  20 , 2015














Bank of America, N.A.


CityPlace 1


185 Asylum Street


Hartford, Connecticut 06103







John B. Baker


1050 Buckingham Street


Waterbury, CT 06795


 


           Re:  Amendment to Subordinated Note







Ladies and Gentlemen:







Reference is made to (a) the Second Amended and Restated Subordinated Promissory Note dated April 5, 2005 in the original principal amount of $4,700,000 (the “Subordinated Note”) made by Crystal Rock Holdings, Inc., formerly known as Vermont Pure Holdings, Ltd. (“Holdings”), payable to the order of John B. Baker (the “Payee”), which Subordinated Note was collaterally assigned by the Payee to Bank of America, N.A. (the “Bank”) by the Allonge Endorsement to Second Amended and Restated Subordinated Promissory Note executed by the Payee, which Allonge Endorsement was dated April 5, 2005, and (b) the Subordination and Pledge Agreement dated as of April 5, 2005 (the “Subordination Agreement”) that is referred to in the Subordinated Note.  Capitalized terms used herein that are not defined herein have the meanings given to such terms in the Subordinated Note or the Subordination Agreement, as applicable.







In connection with the Amended and Restated Credit Agreement, Holdings, the Payee, and the Bank have agreed, and do hereby agree, that by this agreement the Subordinated Note is hereby amended by deleting “October 5, 2018” from clause (iii) of the third paragraph of the Subordinated Note and by substituting therefor the words “November 20, 2020”.







Except as otherwise expressly provided by this agreement, all of the respective terms and provisions of the Subordinated Note and the Subordination Agreement shall remain the same.  The Subordinated Note, as amended hereby, and the Subordination Agreement shall continue in full force and effect. This agreement and the Subordinated Note shall be read and construed as one instrument.


 




  





132











  






This agreement is intended to take effect under, and shall be construed according to and governed by, the internal laws of the State of Connecticut (without reference to principles of conflicts or choice of law).  This agreement may be executed in any number of counterparts, but all such counterparts shall together constitute but one instrument.  A facsimile or other electronic transmission of an executed counterpart shall have the same effect as the original executed counterpart.


 



	 	 Very truly yours,
	 	 
	 	 Crystal Rock Holdings, Inc. (formerly known as 
	 	 Vermont Pure Holdings, Ltd.)
	 	 
	 	 
	 	 By /s/ Peter K. Baker
	 	 Name: Peter K. Baker
	 	 Title: Chief Executive Officer





 


 


Agreed to:












 /s/ John B. Baker


John B. Baker












Bank of America, N.A.












By /s/ Donald K. Bakes


Name: Donald K. Bates


Title: Senior Vice President














  





133











  


May 20, 2015














Bank of America, N.A.


CityPlace 1


185 Asylum Street


Hartford, Connecticut 06103







Peter K. Baker


1050 Buckingham Street


Waterbury, CT 06795


 


           Re:  Amendment to Subordinated Note







Ladies and Gentlemen:







Reference is made to (a) the Second Amended and Restated Subordinated Promissory Note dated April 5, 2005 in the original principal amount of $4,700,000 (the “Subordinated Note”) made by Crystal Rock Holdings, Inc., formerly known as Vermont Pure Holdings, Ltd. (“Holdings”), payable to the order of Peter K. Baker (the “Payee”), which Subordinated Note was collaterally assigned by the Payee to Bank of America, N.A. (the “Bank”) by the Allonge Endorsement to Second Amended and Restated Subordinated Promissory Note executed by the Payee, which Allonge Endorsement was dated April 5, 2005, and (b) the Subordination and Pledge Agreement dated as of April 5, 2005 (the “Subordination Agreement”) that is referred to in the Subordinated Note.  Capitalized terms used herein that are not defined herein have the meanings given to such terms in the Subordinated Note or the Subordination Agreement, as applicable.







In connection with the Amended and Restated Credit Agreement, Holdings, the Payee, and the Bank have agreed, and do hereby agree, that by this agreement the Subordinated Note is hereby amended by deleting “October 5, 2018” from clause (iii) of the third paragraph of the Subordinated Note and by substituting therefor the words “November 20, 2020”.







Except as otherwise expressly provided by this agreement, all of the respective terms and provisions of the Subordinated Note and the Subordination Agreement shall remain the same.  The Subordinated Note, as amended hereby, and the Subordination Agreement shall continue in full force and effect. This agreement and the Subordinated Note shall be read and construed as one instrument.


 




  





134











  






This agreement is intended to take effect under, and shall be construed according to and governed by, the internal laws of the State of Connecticut (without reference to principles of conflicts or choice of law).  This agreement may be executed in any number of counterparts, but all such counterparts shall together constitute but one instrument.  A facsimile or other electronic transmission of an executed counterpart shall have the same effect as the original executed counterpart.


 


 



	 	 Very truly yours,
	 	 
	 	 Crystal Rock Holdings, Inc. (formerly known as 
	 	 Vermont Pure Holdings, Ltd.)
	 	 
	 	 
	 	 By /s/ Peter K. Baker
	 	 Name: Peter K. Baker
	 	 Title: Chief Executive Officer
	 	 
	 	 







 


Agreed to:












 /s/ Peter K. Baker


Peter K. Baker












Bank of America, N.A.












By /s/ Donald K. Bakes


Name: Donald K. Bates


Title: Senior Vice President


 


 


135