REAFFIRMATION OF SUBORDINATION
This Agreement, made as of this 1st day of November, 2001, is between ROSS
S. RAPAPORT, NOT INDIVIDUALLY BUT AS TRUSTEE OF THE PETER K. BAKER LIFE
INSURANCE TRUST, THE JOHN B. BAKER INSURANCE TRUST AND U/T/A DATED DECEMBER
16, 1991 F/B/O JOAN BAKER ET AL. (the "Subordinate Lender") and WEBSTER BANK, a federally
chartered savings bank with a place of business at 145 Bank Street, Waterbury, Connecticut 06702 (the
B A C K G R O U N D
A. On the 5th day of October, 2001, Vermont Pure Holdings, Ltd., Crystal Rock Spring Water Company,
Platinum Acquisition Corp. and Vermont Pure Springs, Inc. (collectively, the "Obligors") executed and delivered
to the Bank a Term Note in the amount of $31,000,000 (the "Term Note") and a Revolving Line of Credit Note
in the amount of $5,000,000 (the "Line of Credit Note").
B. The Subordinate Lender subordinated, among other things, the payment of all Subordinated Liabilities (as
defined in the Subordination) to the indefeasible payment in full of all Senior Liabilities (as defined in the
Subordination) pursuant to a Subordination and Pledge Agreement executed by the parties hereto and dated as
of October 5, 2001 (the "Subordination Agreement").
C. Ross S. Rapaport, not individually but as Trustee of the Peter K. Baker Life Insurance Trust, The John B.
Baker Insurance Trust and u/t/a dated December 16, 1991 f/b/o Joan Baker et. al. is acting as agent (the
"Agent") for Subordinate Lender pursuant to certain of the Subordinated Loan Documents.
D. The Obligors have requested that the Bank extend a $4,200,000 loan to the Obligors (the "New Loan"), as
evidenced by a Term Note dated as of the date of this document (the "New Term Note") and that the Bank
amend certain provisions relating to advances and repayments under the Obligors' existing Revolving Line of
Credit Note, as evidenced by an Amended and Restated Revolving Line of Credit Note dated as of the date of
this document (the "Amended Revolving Line of