Loan and Security Agreement with TD Bank

On April 30, 2012, Primo Water Corporation (the "Company") entered into a Loan and Security Agreement with TD Bank, N.A., as arranger and syndication agent for the lenders thereunder (the "TD Loan Agreement"), relating to the Company's new $20,000,000 senior revolving credit facility (the "TD Revolving Credit Facility").

The TD Revolving Credit Facility has a three and one-half year term and is secured either on a first priority or second priority basis by substantially all of the Company's assets. The term of the TD Revolving Credit Facility may be extended up to April 30, 2017 so long as the maturity of the Term Loan is extended to at least October 30, 2017. The TD Revolving Credit Facility provides for total borrowing availability of up to $20,000,000 subject to borrowing base requirements related to the Company's eligible accounts receivable and inventory and subject to a $2,000,000 reserve requirement. After giving effect to such borrowing base requirements, the repayment of the Wells Fargo Credit Agreement (as defined below) and the closing of the Comvest Credit Agreement (as defined below) and Term Loan (as defined below), the Company had approximately $7,500,000 in additional borrowing capacity under the TD Revolving Credit Facility as of April 30, 2012.

Interest on outstanding borrowings under the TD Revolving Credit Facility is payable at the Company's option at either a floating base rate or a floating one, two or three month LIBOR rate. The Company is also required to pay a commitment fee on the unused amount of the commitment under the TD Revolving Credit Facility. The TD Revolving Credit Facility does not contain any financial covenants, but it does cross default to the Comvest Credit Agreement.

The foregoing description of the TD Loan Agreement is not complete and is qualified in its entirety by reference to the TD Loan Agreement, a copy of which is attached as Exhibit 10.1 hereto, and is incorporated herein by reference.

Credit and Security Agreement and Term Loan With Comvest

On April 30, 2012, the Company entered into a Credit and Security Agreement (the "Comvest Credit Agreement") with Comvest Capital II, L.P. ("Comvest") pursuant to which Comvest made a term loan to the Company (the "Term Loan") in the principal amount of $15,150,000.

Interest on outstanding amounts owed under the Term Loan is payable at the rate of 14% per annum in cash plus 2% per annum which will be paid by increasing the outstanding principal balance owed rather than being paid in cash on a current basis. Interest on outstanding amounts owed will be adjusted to 13% per annum (all payable in cash) if and when the Company's adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA") is $10,000,000 or greater for a trailing 12 calendar month period.

The outstanding balance of the Term Loan is due and payable in a single installment on April 30, 2016, subject to prepayment in specified circumstances, including sales or dispositions of assets outside the ordinary course of business and sales of equity or debt securities by the Company. The Term Loan is secured by substantially all of the Company's assets on either a first priority or second priority basis. The first priority assets consist of substantially all of the assets related to the Company's filtered drinking water refill business. The security interest in all of the Company's other assets is subordinate to the security interest securing the TD Revolving Credit Facility.

Concurrently with the closing of the Comvest Credit Agreement and Term Loan, five current directors or stockholders of the Company (the "Insider Participants") purchased an aggregate of $1,150,000 in non-recourse, non-voting, last-out participation interests from Comvest in the Comvest Credit Agreement and Term Loan. These participation interests allow each holder to participate to the extent of such holder's percentage share in the Comvest Credit Agreement and Term Loan and such participations are secured by the same assets as the Term Loan. The Insider Participants include Billy D. Prim, Malcolm McQuilkin and Jack C. Kilgore, all three of whom are current directors of the Company. Mr. Prim is also the Company's Chairman, Chief Executive Officer and President. Mr. Prim, Mr. McQuilkin and Mr. Kilgore purchased $250,000, $500,000 and $50,000 in participation interests, respectively.

The foregoing descriptions of the Comvest Credit Agreement and the related Term Loan are not complete and are qualified in their entirety by reference to the Comvest Credit Agreement and the term note, which are filed as Exhibit 10.2 and Exhibit 10.3 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Warrant and Registration Rights Agreement

. . .

On November 10, 2010, the Company entered into a Credit Agreement with Wells Fargo Bank, National Association, as administrative agent for the lenders thereunder, that was amended in April 2011, September 2011, November 2011, and March 2012 (the "Wells Fargo Credit Agreement"). The Wells Fargo Credit Agreement matured on April 30, 2012 and was repaid in full in connection with the closing of the financing transactions described in Item 1.01 above.

The disclosures set forth in Item 1.01 above are incorporated by reference into this Item 2.03.

The disclosures set forth in Item 1.01 above are incorporated by reference into this Item 3.02.

(d) Exhibits

The following exhibits are filed herewith:

Exhibit No.       Exhibit Description

10.1              Loan and Security Agreement dated April 30, 2012 by and among the
                  Company, certain subsidiaries of the Company party thereto, the
                  lenders party thereto and TD Bank, N.A., as arranger and
                  syndication agent and bookrunner for the lenders thereunder
                  (filed herewith)

10.2              Credit and Security Agreement dated as of April 30, 2012 by and
                  among the Company, certain subsidiaries of the Company party
                  thereto and Comvest Capital II, L.P. (filed herewith)

10.3              Term Note dated as of April 30, 2012 by and among the Company,
                  certain subsidiaries of the Company party thereto and Comvest
                  Capital II, L.P. (filed herewith)

10.4              Form of Warrant to Purchase Common Stock dated as of April 30,
                  2012 (filed herewith)

10.5              Registration Rights Agreement dated as of April 30, 2012 by and
                  among the Company and certain holders of warrants issued by the
                  Company on April 30, 2012 (filed herewith)

99.1              Press release dated May 2, 2012 (filed herewith)