Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - Primo Water Corp | c13874e8vk.htm |
| EX-99.1 - EXHIBIT 99.1 - Primo Water Corp | c13874exv99w1.htm |
| EX-99.2 - EXHIBIT 99.2 - Primo Water Corp | c13874exv99w2.htm |
| EX-10.1 - EXHIBIT 10.1 - Primo Water Corp | c13874exv10w1.htm |
| EX-10.4 - EXHIBIT 10.4 - Primo Water Corp | c13874exv10w4.htm |
Exhibit 10.3
FIRST AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT
This FIRST AMENDMENT (this “Amendment”), dated as of March 8, 2011, to the
Registration Rights Agreement, dated as of November 10, 2010, between Primo Water Corporation, a
Delaware corporation (the “Company”), and Culligan International Company, a Delaware
corporation (“Culligan”) (the “Registration Rights Agreement”), is made between the
Company and Culligan. Capitalized terms used in this Amendment without definition shall have the
meanings ascribed to such terms in the Registration Rights Agreement.
A. On March 8, 2011, the Company, Primo Refill Canada Corporation (the “Buyer”),
Culligan and Culligan of Canada, Ltd. (the “Seller”) entered into an Asset Purchase
Agreement (the “Second Purchase Agreement”) pursuant to which the Buyer agreed to acquire
certain assets in exchange for cash and equity securities of the Company, all as more fully
described in the Second Purchase Agreement.
B. The Seller has designated that the equity securities of the Company to be issued to the
Seller pursuant to the Second Purchase Agreement shall instead be issued directly to Culligan.
C. It is a condition to the Closing under the Second Purchase Agreement that this Agreement be
executed by the parties and delivered to the Seller on the Closing Date (as such term is defined in
the Second Purchase Agreement).
Now, therefore, the parties hereto agree as follows:
1. Definition of Registrable Securities. The definition of Registrable Securities in
Section 8 of the Registration Rights Agreement shall be amended by deleting clause (i) and
replacing it with the following clause (i):
(i) any equity securities of the Company issued to Culligan as
consideration under the Purchase Agreement or that certain Asset
Purchase Agreement, dated as of March 8, 2011, among the Company, Primo
Refill Canada Corporation, Culligan and Culligan of Canada, Ltd.
2. Confirmation of Registration Rights Agreement. Other than as expressly modified
pursuant to this Amendment, all of the terms, covenants and other provisions of the Registration
Rights Agreement are hereby ratified and confirmed and shall continue to be in full force and
effect in accordance with their respective terms.
3. References. All references to the Registration Rights Agreement (including
“hereof,” “herein,” “hereunder,” “hereby” and “this Agreement”) shall refer to the Registration
Rights Agreement as amended by this Amendment.
4. Miscellaneous. The provisions of Section 9 of the Registration Rights Agreement
shall apply to this Amendment mutatis mutandis.
[signature page follows]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first
written above.
PRIMO WATER CORPORATION |
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| By: | /s/ Mark Castaneda | |||
| Name: | Mark Castaneda | |||
| Title: | Chief Financial Officer | |||
| CULLIGAN INTERNATIONAL COMPANY |
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| By: | /s/ Susan E. Bennett | |||
| Name: | Susan E. Bennett | |||
| Title: | Senior Vice President, General Counsel | |||
| and Secretary | ||||