Amendment to Subordinated Promissory Note among Crystal Rock Holdings, Inc., Henry E. Baker, and Bank of America, N.A.

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Summary

Crystal Rock Holdings, Inc., Henry E. Baker, and Bank of America, N.A. have agreed to amend the maturity date of a Subordinated Promissory Note originally dated April 5, 2010. The new maturity date is October 5, 2018, replacing the previous date of October 5, 2015. All other terms of the original note and related subordination agreement remain unchanged. This amendment is governed by Connecticut law and may be executed in counterparts, including by electronic transmission.

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EX-10.2 3 exh10_2.htm EXHIBIT 10.2 exh10_2.htm
 
Exhibit 10.2

March 13, 2013


Bank of America, N.A.
777 Main Street
Hartford, Connecticut 06115

Henry E. Baker
1050 Buckingham Street
Waterbury, CT 06795
 
           Re:  Amendment of Subordinated Note

Ladies and Gentlemen:

Reference is made to (a) the [Second Amended and Restated] Subordinated Promissory Note dated April 5, 2010 in the original principal amount of [$3,088,889] $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 [Second Amended and Restated] Subordinated Promissory Note dated as of April 5, [2005] 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 Third Amendment to the 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, 2015” from clause (iii) of the third paragraph of the Subordinated Notes and by substituting therefor the words “October 5, 2018”.

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.


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/ Matthew E. Hummel
Name: Matthew E. Hummel
Title: Senior Vice President