exv10w28





Exhibit 10.28


TERMINATION AGREEMENT




     This TERMINATION AGREEMENT (the “Agreement”), dated as of this 30th day of June,
2008, is made by and between PWC Leasing, LLC, a North Carolina limited liability company
(“Lessor”), and Primo Water Corporation, a Delaware corporation (“Lessee”).



WITNESSETH:




     WHEREAS, Lessor and Lessee are parties to that certain Master Equipment Lease Agreement dated
March 29, 2006 (the “Lease Agreement”), pursuant to which Lessor leased to Lessee certain equipment
and materials described therein (the “Equipment”);



     WHEREAS, pursuant to a Bill of Sale by and between Lessor and Lessee dated the date hereof
(the “Bill of Sale”), Lessee is purchasing the Equipment from Lessor by exercising its option to
purchase provided by Section 19(a) of the Lease Agreement; and



     WHEREAS, in connection with the Bill of Sale and Lessor’s purchase of the Equipment, Lessor
and Lessee wish to terminate the Lease Agreement.



     NOW, THEREFORE, in consideration of Lessor’s purchase of the Equipment, the recitals above and
the mutual agreements contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as follows:



     1. Waiver of Notice Period. Lessor hereby waives any default under the Lease
Agreement caused by Lessee’s failure to provide Lessor with written notice of its intention to
exercise its option to purchase the Equipment pursuant to Section 19(a) of the Lease Agreement at
least 180 days prior to the anticipated purchase date.



     2. Acknowledgement of Purchase Price. Lessor hereby agrees that the purchase price
for the Equipment set forth in the Bill of Sale totaling Three Million Five Hundred Thousand and
No/100 Dollars ($3,500,000.00) is equal to the fair market sales value of the Equipment as of the
date hereof.



     3. Termination of Lease Agreement. The Lease Agreement is hereby terminated as of the
date hereof.



     4. Release. Lessor and Lessee do hereby release each other and their respective
shareholders, members, directors, managers, employees, and affiliates from any and all claims,
obligations, or liability, arising out of or existing by reason of the Lease Agreement, whether now
existing or hereafter arising, and whether known or unknown.



     5. Miscellaneous. This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof, superseding all prior written or oral agreements related
to such subject matter. This Agreement shall be governed by and construed under the laws of the
State of North Carolina, without regard to its conflicts of law principles. This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.



[Signature Page Follows]




 









 





     IN WITNESS WHEREOF, Lessor and Lessee have caused this Termination Agreement to be executed as
of the day first above written.



	 	 	 	 	 
	 	LESSOR:



PWC LEASING, LLC

 	 
	 	By:  	/s/ Billy D. Prim
 	 
	 	 	Name:  	Billy D. Prim 	 
	 	 	Title:  	Manager 	 
	 
	 	LESSEE:



PRIMO WATER CORPORATION

 	 
	 	By:  	/s/ Mark Castaneda
 	 
	 	 	Name:  	Mark Castaneda 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



Signature Page to Termination Agreement