CRVP Crystal Rock Holdings Class A

(a)        Senior Debt Refinancing . On June 13, 2017, we entered into a Third Amendment (the “Third Amendment”) to our Credit Agreement with Bank of America, N.A. dated as of May 20, 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).

The Third Amendment increases the aggregate principal amount available under the revolving line of credit from $5,000,000 to $6,000,000. The Third Amendment allows the Company to use proceeds from the revolving line of credit to make payments on the Subordinated Debt in an amount not to exceed $2,000,000. The Third Amendment also allows for total prepayments on Subordinated Debt up to $4,500,000 in the aggregate. In connection with the Third Amendment, the form of Revolving Credit Note was amended and restated and the form of the Third Amended and Restated Revolving Credit Note is attached to the Third Amendment as Exhibit A thereto. There were no other changes to the existing term facility, Applicable Margins for outstanding balances of term debt, or outstanding line of credit amounts. The foregoing summary of the Third Amendment and the Third Amended and Restated Revolving Credit Note does not purport to be complete and is qualified in its entirety by reference to the full text of such documents, copies of which are filed as Exhibit 10.1 and 10.2, respectively, hereto and are incorporated herein by reference. The Credit Agreement was previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2016.

Subordinated Debt Payments . Section 10.8 of the Third Amendment allows for immediate prepayments to our subordinated debt holders in the amount of $4,500,000. In conjunction with the revision of Section 10.8, the Board of Directors of the Company approved the immediate prepayment of $4,500,000 to subordinated debt holders.

As of June 13, 2017, we owed subordinated debt to Henry, Peter and John Baker in the aggregate principal amount of $9,000,000. For more information about this subordinated debt, see the section entitled “Related Party Transactions - Subordinated Notes Held by Significant Stockholders ” on page 11 of our definitive proxy statement filed February 17, 2017, which section is incorporated herein by this reference.

On June 13, 2017, with the mutual consent of the three subordinated debt holders, we paid $3,600,000 to the Estate of Henry Baker and $450,000 to each of John Baker and Peter Baker as a payment of principal on their respective notes. The following table shows the holders of subordinated debt and the corresponding remaining principal amounts on June 13, 2017 after the payment.

John and Peter Baker are directors and executive officers, and Henry Baker was their father.

The changes in the subordinated notes and the $4,500,000 principal payment described above were approved by the Company’s Audit Committee as required by the Audit Committee’s charter provisions concerning approval of related party transactions.