exv10w4






Exhibit 10.4




THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT




          THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (“Third Amendment”) made as of the
24 day of June, 2008, by and between PRIMO WATER CORPORATION, a Delaware corporation
(together with its successors and assigns, the “Existing Borrower”), PRIMO TO GO, LLC, a North
Carolina limited liability company, PRIMO PRODUCTS, LLC, a North Carolina limited liability
company, and PRIMO DIRECT, LLC, a North Carolina limited liability company (each a “New Borrower”
and together, the “New Borrowers”), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking
association (together with its successors and assigns, the “Bank”).




BACKGROUND




          The Existing Borrower and the Bank entered into a Loan and Security Agreement dated as of June
23, 2005, as amended by that certain First Amendment to Loan and Security Agreement dated as of
April 26, 2006 and by that certain Second Amendment to Loan and Security Agreement dated as of
April 30, 2007 (as amended, the “Loan Agreement”). Terms used herein and not herein defined shall
have the meanings given to them in the Loan Agreement.




          The New Borrowers are Subsidiaries of the Existing Borrower. The Existing Borrower and the
New Borrowers have requested that the New Borrowers become Borrowers under the Loan Agreement, in
accordance with Section 10.12 of the Loan Agreement. The Existing Borrower and the New Borrowers
are referred to herein collectively as the “Borrowers”. The Borrowers have also requested certain
additional amendments to the provisions of the Loan Agreement, which the Bank is willing to
accommodate, subject to the terms and conditions of this Third Amendment.




          NOW, THEREFORE, in consideration of the premises and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Existing Borrower, the New
Borrowers and the Bank hereby agree as follows:




     1. Amendments to Loan Agreement. The Loan Agreement is hereby amended as follows:




     (a) The definition of “Applicable Margin” in Section 1.1 of the Loan Agreement is
amended and restated to read as follows:




“Applicable Margin” means as to any Revolver Loan, or portion thereof, that
is: (i) a LMIR Loan, 3.25%; and (ii) a Base Rate Loan, 0.75%. The Revolver Loans,
at any time, shall either be all LMIR Loans or all Base Rate Loans.




     (b) The definition of “Borrowing Base” in Section 1.1 of the Loan Agreement is hereby
amended and restated to read as follows:




“Borrowing Base” means, on any date of determination thereof, an amount
equal to:



 









 






     (i) 85% of the total amount of Eligible Accounts, plus




     (ii) 40% of the total amount of Eligible Inventory that is not “Cooler
Inventory” and 45% of the total amount of Eligible Inventory that is “Cooler
Inventory,” plus




     (iii) 60% of the undrawn amount of Approved Trade Letters of Credit;
minus




     (iv) any Reserves;




provided, however, that: (i) at no time shall the portion of the Revolver Loan applicable to
Inventory exceed 50% of the aggregate Borrowing Base; and (ii) of the portion of the
Revolver Loan applicable to Inventory, no more than 75% shall be applicable to Placed
Inventory.




     (c) the definition of “Controlled Inventory” in Section 1.1 of the Loan Agreement is
amended and restated to read as follows:




“Controlled Inventory” means (i) Bottled Water Product Inventory in the
possession of Borrower or a Manufacturer or Distributor; and (ii) Cooler Inventory
in the possession of Borrower.




     (d) the definition of “Eligible Inventory” in Section 1.1 of the Loan Agreement is
amended and restated to read as follows:




“Eligible Inventory” means all Controlled Inventory and Placed Inventory
acquired by Borrower in the ordinary course of its business as presently conducted
consisting of raw materials, work-in-process and finished goods, valued at the lower
of cost or market on a first-in, first-out basis, but excluding,
however, in any event, without limitation of the foregoing, unless otherwise
approved by Bank, any such Inventory which




     (a) is not at all times subject to a duly perfected, first priority
(and only) security interest in favor of Bank (other than any rights of
Distributors and Manufacturers in the ordinary course of business and with
respect to the rights of Retailers and others under the Code as to Placed
Inventory);




     (b) is not in good and saleable condition;




     (c) is on consignment from, or subject to any repurchase agreement with
any supplier (other than with respect to Placed Inventory);




     (d) constitutes returned (other than empty bottles for Borrower’s
bottled water products returned to Borrower or a Distributor or Manufacturer
in the ordinary course of business); or repossessed,



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damaged, defective, obsolete, or slow-moving goods as determined by
Bank;




     (e) does not conform in any material respect to the warranties and
representations set forth in the Loan Documents in respect of Inventory
Collateral or Collateral generally;




     (f) is subject to a negotiable document of title (unless issued or
endorsed to Bank);




     (g) is subject to any license or other agreement that limits or
restricts Borrower’s or Bank’s right to sell or otherwise dispose of such
inventory (unless the licensor and Borrower enter into a licensor waiver in
form and substance satisfactory to Bank);




     (h) is located at a Collateral Location with respect to which, if not
owned and controlled by Borrower, Bank has not received from the Person
owning such property or in control thereof a Third Party Waiver (unless
Reserves are imposed with regard thereto as determined by Bank in its sole
and absolute discretion) (other than Placed Inventory in the possession of a
Retailer);




     (i) consists of any packaging materials (other than bottles for
Borrower’s bottled water products, caps and labels therefor and minerals for
use with such bottled water), supplies or promotional materials;




     (j) has been returned to, or repossessed by, Borrower (other than empty
bottles for Borrower’s bottled water products returned to Borrower or a
Distributor or Manufacturer in the ordinary course of business); or




     (k) which Bank otherwise in its reasonable discretion deems to not be
Eligible Inventory.




     (e) The definition of “Placed Inventory” in Section 1.1 of the Loan Agreement is
amended and restated to read as follows:




“Placed Inventory” means Bottled Water Product Inventory placed by Borrower
with a Retailer at a location within the United States of America for sale or
exchange to consumers in any situation where a final sale of such Bottled Water
Product Inventory to such Retailer has not occurred such that no Account with
respect to such sale has been created.




     (f) The definition of “Revolver Commitment” in Section 1.1 of the Loan Agreement is
amended and restated to read as follows:




“Revolver Commitment” means the commitment of Bank, subject to the terms and
conditions herein, to make Revolver Loans and issue Letters of Credit in



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accordance with the provisions of Section 2 hereof in an aggregate amount not to
exceed $20,000,000.00 at any one time.




     (g) The definition of “Termination Date” in Section 1.1 of the Loan Agreement is
amended and restated to read as follows:




“Termination Date” means the earliest of (i) June 30, 2010; (ii) the date on
which Borrower terminates this Agreement and the credit facilities provided
hereunder pursuant to Section 2.13 hereof; and (iii) the date on which Bank
terminates its obligation to make Loans and other extensions of credit to Borrower
pursuant to Section 8.2(a) hereof.




     (h) Section 1.1 of the Loan Agreement is amended by adding the following definition
thereto immediately following the definition of “Controlled Inventory”:




“Cooler Inventory” means all Inventory of the Borrower that consists of
containers that hold, dispense, refrigerate and warm Borrower’s 3 or 5 gallon
Bottled Water Product Inventory, in each case whether Controlled Inventory or Placed
Inventory. The Cooler Inventory shall be treated as Inventory for purposes of the
Borrowing Base at the lower of cost or market.




     (i) Section 1.1 of the Loan Agreement is amended by adding the following definition
thereto immediately following the definition of “Applicable Margin”:




“Approved Trade Letters of Credit” means irrevocable letters of credit, in
form and substance acceptable to the Bank (in its sole discretion) that are issued
by an issuer satisfactory to the Bank (in its sole discretion) (and if requested by
the Bank, such letter of credit or the proceeds thereof, as the Bank (in its sole
discretion), shall require, has been assigned to the Bank) which names the Borrower
as beneficiary and support purchase orders from customers of the Borrower in form,
content and all other respects satisfactory to the Bank (in its sole discretion)
which cover the purchase of Inventory that is not otherwise included in the
Borrowing Base.




     (j) Section 1.1 of the Loan Agreement is amended by adding the following definition
thereto immediately following the definition of “Arbitration Rules”:




“Base Rate” means, for any day, the rate per annum (rounded upwards, if
necessary, to the nearest whole multiple of 1/100 of 1%) equal to the greater of (i)
the Federal Funds Rate in effect on such day plus 1/2 of 1% or (ii) the Prime
Rate in effect on such day. If for any reason Bank shall have determined (which
determination shall be conclusive absent manifest error) that it is unable after due
inquiry to ascertain the Federal Funds Rate for any reason, including the inability
or failure of Bank to obtain sufficient quotations in accordance with the terms
hereof, the Base Rate shall be determined without regard to clause (i) of the first
sentence of this definition until the circumstances giving rise to such inability no
longer exist. Any change in the Base Rate due to a change in the Prime Rate or



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the Federal Funds Rate shall be effective on the effective date of such change in
the Prime Rate or the Federal Funds Rate, respectively.




     (k) Section 1.1 of the Loan Agreement is amended by adding the following definition
thereto immediately following the definition of “Base Rate”:




“Base Rate Loan” means a Loan, or portion thereof, during any period in
which it bears interest at a rate based upon the Base Rate.




     (l) Section 1.1 of the Loan Agreement is amended by adding the following definition
thereto immediately following the definition of “Placed Inventory”:




“Prime Rate” means that rate announced by Bank from time to time as its
prime rate and is one of several interest rate bases used by Bank. Bank lends at
rates both above and below Bank’s Prime Rate, and Borrower acknowledges that Bank’s
Prime Rate is not represented or intended to be the lowest or most favorable rate of
interest offered by Bank.




     (m) Section 2.1.1 of the Loan Agreement is amended by adding the following sentence at
the end of such section:




“Revolver Loans may be Base Rate Loans or LMIR Loans.”




     (n) Section 2.3 of the Loan Agreement is amended and restated to read as follows:




     2.3 Interest. Borrower agrees to pay interest in respect of all unpaid
principal amounts of the Loans from the respective dates such principal amounts are
advanced until paid (whether at stated maturity, on acceleration or otherwise) at a
rate per annum equal to the applicable rate indicated below:




     2.3.1 For Loans made or outstanding as Base Rate Loans, the Applicable
Margin in effect from time to time for such Base Rate Loans plus the Base
Rate in effect from time to time.




     2.3.2 LMIR Loans. For Loans made or outstanding as LMIR Loans,
the Applicable Margin in effect from time to time for such LMIR Loans plus
the LMIR in effect from time to time.




     (o) Section 2.4.1 of the Loan Agreement is amended and restated to read as follows:




     2.4.1 Base Rate Loan. When a Base Rate Loan is selected, the interest
rate shall be adjusted from time to time, effective as of the date of each change in
the Base Rate, and the Base Rate shall continue to apply until another interest rate
option is selected by Borrower for that Loan.



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     (p) A new Section 2.4.2 is added to the Loan Agreement immediately following the text
of Section 2.4.1 thereof, which new section 2.4.2 shall read as follows:




     2.4.2 LMIR Loan. When a LMIR Loan is selected, the interest
rate shall be adjusted daily as applicable to reflect LIBOR Market Index
Rate then in effect and the LIBOR Market Index-based Rate shall continue to
apply until another interest rate option is selected by Borrower for that
Loan.




     (q) Section 2.5 of the Loan Agreement is amended and restated to read as follows:




     2.5 Notice and Manner of Borrowing and Rate Conversion.




     2.5.1 Loans. Borrower shall give Bank irrevocable telephonic
notice of each proposed Revolver Loan or permitted rate conversion not later
than 11:00 a.m. (local time in Charlotte, North Carolina) (a) on the same
business day as each proposed Loan or rate conversion to a Base Rate Loan or
a LMIR Loan. Each such notice shall specify (i) the date of such Loan or
rate conversion, which shall be a Business Day, (ii) the amount of each
Loan or the amount to be converted, and (iii) the interest rate selected by
Borrower from the interest rate options set forth in this Agreement. The
Loans, at any time, shall either be all LMIR Loans or all Base Rate Loans.
All Loans shall initially be Base Rate Loans. Notices received after 11:00
a.m. (local time in Charlotte, North Carolina) shall be deemed received on
the next Business Day. Bank’s acceptance of such a request shall be
indicated by its making the Loan or advance requested. Such a Loan or
advance shall be made available to Borrower in immediately available funds
by deposit into the Disbursement Account.




     2.5.2 Additional Provisions for Requests for Revolver Loans.
Bank, in its discretion, may require from Borrower a signed written request
for a Revolver Loan in form of a Notice of Borrowing satisfactory to Bank,
which request shall be irrevocable and shall be delivered to Bank no later
than 11:00 a.m. (local time in Charlotte, North Carolina) on the date
determined in accordance with Section 2.5.1, and shall set forth the
calculation of the Borrowing Base and a reconciliation to the previous
request or Borrowing Base Certificate, specify the information required by
Section 2.5.1 for the proposed Revolver Loan and provide such other
information as Bank may require.




     (a) Subject to subsection 2.5.2(c) below, unless payment is
otherwise timely made by Borrower, the becoming due of any amount
required to be paid with respect to any of the Obligations (whether
as principal, accrued interest, fees or other



6









 






charges owed to Bank or any Affiliate of Bank) shall be deemed
irrevocably to be a request (without the requirement for the
submission of a Notice of Borrowing) for Revolver Loans on the due
date of, and in an aggregate amount required to pay, such
Obligations, and Bank may disburse the proceeds of such Revolver
Loans by way of direct payment of the relevant Obligations, and such
Revolver Loans shall bear interest as Base Rate Loans.




     (b) Subject to subsection 2.5.2(c) below, the presentation for
payment of any check or other item of payment drawn on the
Disbursement Account at a time when there are insufficient funds in
such account to cover such item shall be deemed irrevocably to be a
request (without any requirement for the submission of a Notice of
Borrowing) for Revolver Loans on the date of such presentation in an
amount equal to the aggregate amount of the items presented for
payment, and Bank may disburse the proceeds of such Revolver Loans to
the Disbursement Account and such Revolver Loans shall bear interest
as Base Rate Loans.




     (c) Bank shall have no obligation to Borrower to honor any
deemed request for a Revolver Loan under Section 2.5.2(a) or Section
2.5.2(b) above after the Termination Date or when the principal
amount of such Revolver Loan, when added to the aggregate outstanding
principal amount of all Revolver Loans and the Letter of Credit
Obligations would exceed the lesser of the Revolver Commitment and
the Borrowing Base at such time or when any condition precedent in
Section 3.3 hereof is not satisfied, but may do so in its discretion
and without regard to the existence of, and without being deemed to
have waived, any Default or Event of Default.




     2.5.3 Excess Outstandings. Notwithstanding the foregoing, Bank
may, in its sole and absolute discretion, make or permit to remain
outstanding Revolver Loans which, when added to the principal amount of all
other Revolver Loans and Letter of Credit Obligations, exceed the Revolver
Commitment or the Borrowing Base, and all such amounts shall (i) be part of
the Obligations evidenced by the Revolver Note, (ii) bear interest as
provided herein, (iii) be payable upon demand by Bank, and (iv) be secured
by the Collateral and be entitled to all rights and security as provided
under the Loan Documents.




     (r) Section 2.6.1(a) is amended by adding the following sentence at the end of such
section:



7









 






Unless otherwise specified by Borrower, all principal repayment of Revolver Loans
shall be applied by Bank first to outstanding Base Rate Loans and then to
outstanding LMIR Loans.




     (s) A new Section 2.11.4 is added to the Loan Agreement immediately following the text
of Section 2.11.3 thereof, which new Section 2.11.4 shall read as follows:




     2.11.4. Unused Line Fee. Borrower shall pay to Bank quarterly,
an unused line fee equal to a rate equal to one-half of one percent (0.50%)
per annum calculated upon the amount, if any, by which the lesser of: (a)
the Revolver Commitment; and (b) the Borrowing Base exceeds the average
daily principal balance of the outstanding Revolver Loans during the
immediately preceding quarter while this Agreement is in effect and for so
long thereafter as any of the Obligations are outstanding, which fee shall
be payable on the first day of each quarter in arrears.




     (t) Section 2.10.1(i) of the Loan Agreement is amended to replace the term
“$1,000,000.00” with “$10,000,000.00”.




     (u) Section 2.11.3 is amended and restated in its entirety to read as follows:




     2.11.3. Letter of Credit Fees. Borrower shall pay to Bank, at such
times as Bank shall require, Bank’s standard fees in connection with Letters of
Credit, as in effect from time to time, and with respect to standby Letters of
Credit, at the time of issuance of each standby Letter of Credit, a fee equal to the
greater of (a) $500.00 or (b) 3.25% per annum on the face amount of the Letter of
Credit for the period of time the standby Letter of Credit will be outstanding.




     (v) Section 7.1 of the Loan Agreement is amended and restated in its entirety to read
as follows:




     7.1 Minimum EBITDAR. EBITDAR as of the end of each of the following
Fiscal Quarters, determined on a rolling four quarter basis (except the first three
of such Fiscal Quarters, which shall be on a cumulative three month, six month or
nine month, as the case may be, basis), shall be not less than the amount applicable
to such Fiscal Quarter set forth in the table below:



	 	 	 
	FISCAL QUARTER ENDING	 	AMOUNT
	Q2-2008
	 	($3,686,000.00)
	Q3-2008
	 	($5,300,000.00)
	Q4-2008
	 	($6,300,000.00)
	Q1-2009
	 	($8,500,000.00)
	Q2-2009
	 	($5,300,000.00)
	Q-3-2009
	 	($3,000,000.00)
	Q4-2009
	 	($1,000,000.00)






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	Q1-2010
	 	$700,000.00







As used herein, “EBITDAR” means for any period the sum of the following,
without duplication: (A) consolidated net income of Borrower and its Subsidiaries in
the Fiscal Quarter (computed without regard to any extraordinary items of gain or
loss) plus (B) to the extent deducted from revenue in computing consolidated
net income for such period, the sum of (1) interest expense, (2) income and
franchise taxes, tax expense, (3) depreciation, amortization and other non-cash
charges (except to the extent that such non-cash charges are reserved for cash
charges to be taken in the future), [and (4) operating lease payments made to PWC
Leasing, LLC,] less interest income and any extraordinary gains.




     (w) Section 7.2 of the Loan Agreement is hereby amended and restated in its entirety to
read as follows:




     7.2 Minimum Gross Revenues. Gross revenues from sales achieved by
Borrower as of the end of each of the following Fiscal Quarters, determined on a
rolling four quarter basis (except the first three of such Fiscal Quarters, which
shall be on a cumulative three month, six month and nine month, as the case may be,
basis), shall be not less than the amounts applicable to such Fiscal Quarter set
forth in the table below:



	 	 	 
	FISCAL QUARTER ENDING	 	AMOUNT
	Q2-2008
	 	10,671,000
	Q3-2008
	 	25,573,000
	Q4-2008
	 	42,418,000
	Q1-2009
	 	54,294,000
	Q2-2009
	 	58,500,000
	Q3-2009
	 	62,337,000
	Q4-2009
	 	64,702,000
	Q1-2010
	 	67,580,000







     (x) A new Section 7.4 is added to the Loan Agreement immediately following the text of
Section 7.3 thereof, which new Section 7.4 shall read as follows:




     Net Worth. Borrower shall at all times maintain a Net Worth of at
least $11,000,000.00. “Total Liabilities” means all liabilities of
Borrower, including capitalized leases and all reserves for deferred taxes and other
deferred sums appearing on the liabilities side of a balance sheet of Borrower, in
accordance with GAAP applied on a consistent basis. “Net Worth” means the
Shareholders’ equity of Borrower, determined in accordance with GAAP applied on a
consistent basis, plus the sum of Debt subordinated to the Obligations by
subordination agreements satisfactory in all respects to the Bank in its sole
discretion.



9









 





     2. Joinder.




     (a) The New Borrowers and the Existing Borrower hereby acknowledge, agree and confirm
that, by their execution of this Agreement, each of the New Borrowers will be deemed to be a
party to the Loan Agreement and a “Borrower” for all purposes of the Loan Agreement, the
Notes and the other Loan Documents, and shall have all of the obligations of a Borrower
thereunder as if it had executed the Loan Agreement and the other Loan Documents; provided,
however, that the term Eligible Accounts for purposes of calculating the Borrowing Base
shall include only Accounts of the Existing Borrower and the term Eligible Inventory for
purposes of calculating the Borrowing Base shall include only Inventory of the Existing
Borrower. Each of the New Borrowers assumes and agrees to be bound by and comply with, all
of the terms, provisions and conditions contained in the Loan Agreement and the other Loan
Documents and all duties and obligations thereunder, as fully and completely as all other
Borrowers thereunder, jointly and severally, individually and collectively, with all other
Borrowers, including without limitation (i) all of the representations, warranties,
covenants, undertakings and obligations set forth in the Loan Agreement and the other Loan
Documents, and (ii) all waivers set forth in the Loan Agreement and the other Loan
Documents. In furtherance, but not in limitation, of the foregoing, the New Borrowers shall
promptly deliver to the Bank all of the documents and satisfy all of the conditions required
under Section 3.1.2 of the Loan Agreement.




     (b) Each of the New Borrowers has received a copy of the Loan Agreement and the
Schedules and Exhibits thereto and the other Loan Documents. The information on the
Exhibits and Schedules to the Loan Agreement are amended to provide the information in
respect of the New Borrowers shown on the attached Schedule 2. In furtherance and not in
limitation of the terms of the Loan Agreement, each of the New Borrowers acknowledges its
present grant of a first priority security interest in all of its Collateral to the Bank.
In furtherance and not in limitation thereof, each of the New Borrowers hereby, as security
for the payment of the Notes and all Obligations whatsoever of the Borrower (which term
includes the Existing Borrower and the New Borrowers) to Bank, grants to the Bank a
continuing, general lien upon and security interest in and to all property of such New
Borrower, wherever located and whether now owned by such New Borrower or hereafter acquired,
including but not limited to: (a) all Inventory; (b) all General Intangibles; (c) all
Accounts; (d) all Chattel Paper; (e) all Instruments and Documents and any other instrument
or intangible representing payment for goods or services; (f) all Equipment; (g) all
Investment Property; (h) all Commercial Tort Claims; (i) all Letter-of-Credit Rights; (j)
all Deposit Accounts and funds on deposit therein, including but not limited to any
Disbursements Account, Collections Account or funds otherwise on deposit with or under the
control of Bank or its agents or correspondents; (k) all Fixtures; and (l) all parts,
replacements, substitutions, profits, products, Accessions and cash and non-cash Proceeds
and Supporting Obligations of any of the foregoing (including, but not limited to, insurance
proceeds) in any form and wherever located. Collateral shall include all written or
electronically recorded books and records relating to any such Collateral and other rights
relating thereto.



10









 






     (c) Each of the New Borrowers hereby waives presentment, demand, protest, acceptance,
notice of demand, protest and nonpayment and any other notice required by law relative to
the Loan Agreement, the Obligations, the Notes and the other Loan Documents.




     (d) Except as set forth expressly herein, all terms of the Loan Agreement and the other
Loan Documents shall be and remain in full force and effect and shall constitute the legal,
valid, binding and enforceable obligations of the Existing Borrower and the New Borrowers to
the Bank. To the extent any terms and conditions in any of the Loan Documents shall
contradict or be in conflict with any terms or conditions of the Loan Agreement, after
giving effect to this Section, such terms and conditions are hereby deemed modified and
amended accordingly to reflect the terms and conditions of the Loan Agreement as modified
and amended hereby.




     (e) To induce the Bank to enter into this Agreement, the Existing Borrower and New
Borrowers hereby (a) restate and renew each and every representation and warranty heretofore
made by them under, or in connection with the execution and delivery of, the Loan Agreement
and the other Loan Documents except to the extent such representations and warranties
expressly relate to an earlier specific date and except to the extent set forth on
Schedule 1 and 2 attached to this Third Amendment; (b) restate, ratify and reaffirm
each and every term and condition set forth in the Loan Agreement and in the Loan Documents,
effective as of the date hereof; (c) acknowledge and agree that, as of the date hereof,
there exists no right of offset, defense, counterclaim or objection in favor of the Existing
Borrower as against the Bank with respect to the payment or performance of its Obligations;
and (d) certifies that no Default or Event of Default exists.



     3. Amendment Fee. The Borrowers hereby agree to pay to Bank an amendment fee on the
date hereof in an amount equal to the product of: (X) the Revolver Commitment (as such term is
defined after giving effect to the amendment set forth in paragraph 1(c) hereof) multiplied by (Y)
0.50%.



     4. Further Assurances. The Borrowers will execute such confirmatory instruments with
respect to the Loan Agreement and this Third Amendment as the Bank may reasonably request.



     5. Modification. The Borrowers and the Bank agree that this Third Amendment shall not
be construed as an agreement to extinguish the Borrowers’ obligations under the Loan Agreement and
shall not constitute a novation as to the obligations of the Borrowers under the Loan Agreement.
The Bank hereby expressly reserves all rights and remedies it may have against all parties who may
be or may hereafter become secondarily liable for the repayment of the obligations under the Loan
Agreement.



     6. Amendments. This Third Amendment may not be amended, changed, modified, altered, or
terminated without in each instance the prior written consent of the Bank. This Third Amendment
shall be construed in accordance with and governed by the laws of the State of North Carolina.



11









 





     7. Counterparts. This Third Amendment may be executed in any number of counterparts,
all of which when taken together shall constitute one agreement.



     8. Deliveries. On the date of this Amendment Borrower shall deliver to the Bank UCC
lien searches satisfactory to the Bank confirming the Lender’s first priority security interest in
the Collateral.



[signature pages follow]





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          IN WITNESS WHEREOF, this Third Amendment has been executed as of the date first above written.



	 	 	 	 	 
	 

	 	BORROWER:
	 
	 	 	 	 
	 

	 	PRIMO WATER CORPORATION            (SEAL)
	 
	 	 	 	 
	 

	 	By
	 	/s/ Doug Fullerton
	 

	 	 	 	 
	 

	 	Name:
	 	Douglas A. Fullerton
	 

	 	Its:
	 	Chief Strategy Officer, Vice President, Corporate Secretary
	 
	 	 	 	 
	 

	 	PRIMO TO GO, LLC            (SEAL)
	 
	 	 	 	 
	 

	 	By
	 	/s/ Doug Fullerton
	 

	 	 	 	 
	 

	 	Name:
	 	Douglas A. Fullerton
	 

	 	Its:
	 	Chief Strategy Officer, Vice President, Corporate Secretary
	 
	 	 	 	 
	 

	 	PRIMO PRODUCTS, LLC            (SEAL)
	 
	 	 	 	 
	 

	 	By
	 	/s/ Doug Fullerton
	 

	 	 	 	 
	 

	 	Name:
	 	Douglas A. Fullerton
	 

	 	Its:
	 	Chief Strategy Officer, Vice President, Corporate Secretary
	 
	 	 	 	 
	 

	 	PRIMO DIRECT, LLC            (SEAL)
	 
	 	 	 	 
	 

	 	By
	 	/s/ Doug Fullerton
	 

	 	 	 	 
	 

	 	Name:
	 	Douglas A. Fullerton
	 

	 	Its:
	 	Chief Strategy Officer, Vice President, Corporate Secretary
	 
	 	 	 	 
	 

	 	BANK:
	 
	 	 	 	 
	 

	 	WACHOVIA BANK, NATIONAL ASSOCIATION (SEAL)
	 
	 	 	 	 
	 

	 	By
	 	/s/ Michael L. Rogers
	 

	 	 	 	 
	 

	 	Michael L. Rogers, Senior Vice President