Exhibit 10.1
NOTE: PORTIONS OF THIS EXHIBIT ARE THE SUBJECT OF A CONFIDENTIAL
TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE
COMMISSION (“COMMISSION”). SUCH PORTIONS HAVE BEEN
REDACTED AND FILED SEPARATELY WITH THE COMMISSION AND ARE MARKED
WITH A “[*]” IN PLACE OF THE REDACTED LANGUAGE.
AMENDMENT NO. 2 TO
BOTTLING AND SERVICES AGREEMENT
This Amendment, dated as of
July 23, 2009, effective as of July 1, to Bottling and
Services Agreement, by and between Terra Limited, a company
incorporated in Ireland (“Terra”) and Castle Brands
Spirit Company Limited, a company incorporated in Ireland (formerly
The Roaring Water Bay Spirits Company Limited) (the
“Customer”);
WITNESSETH:
THAT WHEREAS, the Customer and Terra
are parties to that certain Bottling and Services Agreement, dated
September 5, 2002, as amended by that certain Amendment to
Bottling and Services Agreement, dated as of March 1, 2005 (as
amended, the “Bottling and Services Agreement”);
WHEREAS, Terra and the Customer wish
to extend the Bottling and Services Agreement and make certain
other alterations to the Bottling and Services Agreement as
described herein;
NOW, THEREFORE, in consideration of
the mutual covenants and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:
1. Section 1 of the
Bottling and Services Agreement is hereby amended such that the
duration of this Bottling and Services Agreement will extend until
30 th June 2010, at which time, both parties will,
as soon as possible and in good faith, either renegotiate the
contract or issue termination of same, with a minimum six months
notice from either party.
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2.
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Section 23 of the Bottling and Services
Agreement is hereby deleted in its entirety.
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3. Section 2 services is
amended as follows.
Section 2. Services
Terra shall, utilizing the
