Crystal Rock Holdings, Inc. 1050 Buckingham Street Watertown, CT06795

Crystal Rock Holdings, Inc.

1050 Buckingham Street

Watertown, CT  06795

September 15, 2010

 

Henry E. Baker

514 Northfield Road

Litchfield, CT  06759

Peter K. Baker

118 Gray Rock Road

Southbury, CT  06488

 

John B. Baker

20 Hardscrabble Road

Warren, CT  06754

Gentlemen,

 

I refer to $13,500,000 in aggregate principal amount of subordinated notes (“Notes”) of Crystal Rock Holdings, f/k/a Vermont Pure Holdings, Ltd. (“Company”) payable to the following individuals in the amount set forth opposite the individual’s name:

 

 

As you know, the Company is considering the payment to Peter Baker of $500,000 principal amount of the Notes.

 

By signing the enclosed extra copy of this letter below and returning it to Bruce MacDonald, CFO of the Company, please confirm that you (a) consent to this payment, (b) waive the requirement in the Notes for 30 days’ prior written notice of prepayments, and (c) waive any objection to the fact that this payment, if made, will not be made pro-rata among the three holders of the Notes, but will be paid entirely to Peter Baker.  The Company will rely on your consent and waivers.

 

 

This letter may be signed in counterpart copies, and all of the signed copies will together constitute a single letter.

 

 

The undersigned hereby consent and waive as set forth above.