To:
Primo Water Holdings Inc.
Triton Water Holdings, Inc.
c/o Global Bondholder Services Corporation
65 Broadway, Suite 404
New York, New York 10006
Attention: Corporate Actions
Email: contact@gbsc-usa.com
Telephone (Banks and Brokers): (212) 430-3774
Telephone (Toll Free): (855) 654-2015
Facsimile (For Eligible Institutions Only): (212) 430-3775/3779
To whom it may concern:
The undersigned acknowledges receipt of your letter, dated January 27, 2025 (the “Letter”). Capitalized terms used and not defined in this letter shall have the meanings set forth in the Letter.
The undersigned hereby represents and warrants to Primo Water Holdings Inc. (the “Primo Issuer”) and Triton Water Holdings, Inc. (the “BlueTriton Issuer” and, together with the Primo Issuer, the “Offerors”), as follows:
(1) it is the beneficial owner, or is acting on behalf of a beneficial owner, of the (i) 3.875% Senior Notes due October 31, 2028 (CUSIPs: 224180543 (Rule 144A) & 224180446 (Reg S)) issued by the Primo Issuer, (ii) 4.375% Senior Notes due April 30, 2029 (CUSIPs: 74168LAA4 (Rule 144A) & U74188AB6 (Reg S)) issued by the Primo Issuer, and/or (iii) 6.250% Senior Notes due April 1, 2029 (CUSIPs: 89680E AA7 (Rule 144A) & U8968L AA1 (Reg S)) issued by the BlueTriton Issuer, in each case, in the amount(s) set forth on the signature page hereto; and
(2) it is, or in the event that the undersigned is acting on behalf of a beneficial owner of Existing Notes, the undersigned has received a written certification from such beneficial owner (dated as of a specific date on or since the close of such beneficial owner’s most recent fiscal year) to the effect that such beneficial owner is (please indicate below):
The undersigned understands that it is providing the information contained herein to the Offerors solely for purposes of the Offerors’ consideration of certain transactions with respect to the Existing Notes. The Letter is neither an offer nor a solicitation of an offer with respect to the Existing Notes. It does not create any obligations whatsoever on the part of the Offerors to make any offer or on the part of the undersigned to participate if an offer is made. The terms of any offer, including the terms of any New Notes, as well as the terms of any consent solicitation with respect to the New Notes will be set forth in a separate offering memorandum, which the undersigned is encouraged to carefully read.
The undersigned agrees (1) not to copy or reproduce any part of any materials (except as permitted therein) received in connection with the Exchange Offers and Consent Solicitations, (2) not to distribute or disclose any part of such materials or any of their contents (except as permitted therein) to anyone other than, if applicable, the aforementioned beneficial owners on whose behalf the undersigned is acting and (3) to notify the Offerors if any of the representations the undersigned makes in this letter cease to be correct.
Very truly yours,