Consent and Waiver Agreement Regarding Subordinated Note Prepayment – Vermont Pure Holdings, Ltd. and Noteholders

Contract Categories: Business Finance › Waiver Agreements
Summary

Vermont Pure Holdings, Ltd. seeks consent from Henry E. Baker, John B. Baker, and Peter K. Baker, holders of its subordinated notes, to pay $500,000 of principal to John B. Baker. By signing, the noteholders agree to this payment, waive the 30-day prior written notice requirement for prepayments, and waive any objection to the payment not being made pro-rata among them. The agreement is effective upon signature and allows the company to proceed with the specified payment to John B. Baker.

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EX-10.1 2 ex101.htm EXHIBIT 10.1 ex101.htm
 
Exhibit 10.1

Vermont Pure Holdings, Ltd.
1050 Buckingham Street
Watertown, CT  06795

April 8, 2009
 
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 $14,000,000 in aggregate principal amount of subordinated notes (“Notes”) of Vermont Pure Holdings, Ltd. (“Company”) payable to the following individuals in the amount set forth opposite the individual’s name:
 
 
 
  Henry E. Baker $4,600,000    
  John B. Baker $4,700,000     
  Peter K. Baker $4,700,000    
         
                                                    
                                                                                                                                ; 
 
As you know, the Company is considering the payment to John 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 John 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.
 

 

  Very truly yours  
  VERMONT PURE HOLDINGS, LTD  
       
 
By:
/s/ Martin Dytrych  
    Martin Dytrych  
    Chair, Audit Committee  
       

 
 


The undersigned hereby consent and waive as set forth above.


/s/ Henry E. Baker
Henry E. Baker
 
Dated:  May 6, 2009
 

/s/ Peter K. Baker
Peter K. Baker
 
Dated:  May 7, 2009
 
/s/ John B. Baker
John B. Baker
 
Dated:  May 6, 2009