AMENDMENT NO. 1 TO LOCK-UP AGREEMENT

Exhibit 10.40

AMENDMENT NO. 1 TO LOCK-UP AGREEMENT

     THIS AMENDMENT NO. 1., dated as of October 5, 2010 (this “Amendment”), is to that certain Lock-up Agreement, dated as of June 1, 2010, executed by Culligan International Company and Culligan Store Solutions, LLC in favor of ▇▇▇▇▇▇ ▇▇▇▇▇▇ Partners LLC and ▇▇▇▇▇ Fargo Securities, LLC, as Representatives of the several Underwriters (the “Culligan Lock-Up Agreement”). Whereas ▇▇▇▇▇ Fargo Securities, LLC is no longer serving as an underwriter in connection with the public offering of common stock pursuant to a Registration Statement on Form S-1 filed with the Securities and Exchange Commission by Primo Water Corporation, as amended, all references to ▇▇▇▇▇ Fargo Securities, LLC contained in such Culligan Lock-Up Agreement shall be considered deleted and all references to the “Representatives” shall be construed to reference ▇▇▇▇▇▇ ▇▇▇▇▇▇ Partners LLC in its capacity as the sole Representative of the Underwriters. Unless otherwise defined herein, terms defined in the Lock-Up Agreement and used herein shall have the meanings given to them in the Lock-Up Agreement.

     Except as expressly set forth herein, this Amendment shall not alter, modify or amend any of the terms, conditions, obligations or agreements contained in the Culligan Lock-Up Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. From and after the date of this Amendment, any reference to the Culligan Lock-Up Agreement shall mean the Culligan Lock-Up Agreement as modified hereby, provided that the effective date of the Culligan Lock-Up Agreement shall remain as of June 1, 2010.

[Signature Pages Follow]

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above.

				Culligan International Company   Exact Name of Shareholder
				/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇   Authorized Signature
				Senior Vice President, General Counsel & Secretary   Title
				Culligan Store Solutions, LLC   Exact Name of Shareholder
				/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇   Authorized Signature
				Senior Vice President, General Counsel & Secretary   Title
Acknowledged:
▇▇▇▇▇▇ ▇▇▇▇▇▇ Partners LLC
By:		/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name:		▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title:		Senior Managing Director
▇▇▇▇▇ Fargo Securities, LLC
By:		/s/ ▇▇▇▇ ▇▇▇▇▇
Name:		▇▇▇▇ ▇▇▇▇▇
Title:		Managing Director

[Signature Page to Amendment No. 1 to Lock-Up Agreement]