EX-10.1






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 30th 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.




	 	2.	 	Section 23 of the Bottling and Services Agreement is hereby deleted in its
entirety.





3. Section 2 services is amended as follows.




Section 2. Services



Terra shall, utilizing the equipment in Appendix 1, provide the
bottling and other services described in Appendix 1 and elsewhere
in this Agreement (“the Services”) to the Company. The Company
shall retain Terra on a non-exclusive basis to provide bottling
and other requirements of the Company, at the discretion of the
Company, for Vodka, Whiskey and Cream permutations in conjunction
with, but limited to Appendix.



4. The parties hereby agree that the prices in effect from July 1, 2009 through
30th June 2010 shall be as set forth on the Appendix hereto, which shall replace
Appendix 2 to the Bottling and Services Agreement in its entirety.



5. The customer agrees to new credit terms of 45 days from invoice date. As a follow up of
the meeting of the 18th June 2009, the customer also agrees to evaluate and discuss
alternate payment terms so as to limit Terra’s exposure during peak demands.



6. Except as expressly set forth herein the Bottling and Services Agreement shall remain in
full force and effect and is ratified and confirmed as amended hereby.



Signed for and on behalf of


TERRA LIMITED



/s/ Patsy McKevitt

Name: Patsy McKevitt

Title: Managing Director




in the presence of:



/s/ Shaun McKevitt


Name: Shaun McKevitt


Date: 23 July 2009



Signed for and on behalf of


CASTLE BRANDS SPIRITS COMPANY LIMITED



/s/ Tom O’Connor

Name: Tom O’Connor

Title: VP Procurement and Logistics / Operations Director




in the presence of:



/s/ Natasha Fitzpatrick


Name: Natasha Fitzpatrick


Date: 23 July 2009



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NOTE: PORTIONS OF THIS EXHIBIT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE
REGISTRANT TO THE COMMISSION. SUCH PORTIONS HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE
COMMISSION AND ARE MARKED WITH A “[*]” IN PLACE OF THE REDACTED LANGUAGE.



Appendix




	 	 	 
	 	 	Cost per Case
	DESCRIPTION

	 	to June 30th 2010
	Vodka

	 	 
	 

	 	 
	Boru Vodka 50ml * 120 Flavoured

	 	[*]
	 

	 	 
	Boru Vodka 50ml * 120 Std

	 	[*]
	 

	 	 
	Boru Vodka Trinity 6*3*200ml (36%)

	 	[*]
	 

	 	 
	Boru Vodka 200ml * 24

	 	[*]
	 

	 	 
	Boru Vodka 350ml * 24

	 	[*]
	 

	 	 
	Boru Vodka 500ml * 4

	 	[*]
	 

	 	 
	Boru Vodka 700ml * 12 Flavoured

	 	[*]
	 

	 	 
	Boru Vodka 700ml * 6

	 	[*]
	 

	 	 
	Boru Vodka 750ml * 12

	 	[*]
	 

	 	 
	Boru Vodka 750ml * 12 Flavoured

	 	[*]
	 

	 	 
	Boru Vodka 1000ml * 6

	 	[*]
	 

	 	 
	Boru Vodka 1000ml * 12

	 	[*]
	 

	 	 
	Boru Vodka 1000ml * 12 Flavoured

	 	[*]
	 

	 	 
	Boru Vodka 1500ml * 6

	 	[*]
	 

	 	 
	Boru Vodka 1750ml * 6 Flavoured

	 	[*]
	 

	 	 
	Boru Vodka 1750ml * 6

	 	[*]
	 

	 	 
	Boru Vodka 3000ml * 4

	 	[*]
	 

	 	 
	Odessa Vodka 700ml * 12

	 	[*]
	 

	 	 
	Odessa Vodka 200ml * 24

	 	[*]
	 

	 	 
	 

	 	 
	 

	 	 
	Whiskey

	 	 
	 

	 	 
	Clontarf Blend 500ml * 6 40%

	 	[*]
	 

	 	 
	Clontarf Blend 700ml * 6 40%

	 	[*]
	 

	 	 
	Clontarf Blend 700ml * 12 40%

	 	[*]
	 

	 	 
	Clontarf Blend 750ml * 6 40%

	 	[*]
	 

	 	 
	Clontarf Blend 1000ml * 6 40%

	 	[*]
	 

	 	 
	Clontarf Mini Trinity 50ml * 72 (40%)

	 	[*]
	 

	 	 
	Clontarf Trinity 200ml * 3 * 6 40%

	 	[*]
	 

	 	 
	Clontarf Trinity 200ml * 3 * 6 with Shot Glass

	 	[*]
	 

	 	 
	Pub Trinity

	 	[*]
	 

	 	 
	Knappogue 6 * 700ml

	 	[*]
	 

	 	 
	Knappogue 6 * 750ml

	 	[*]
	 

	 	 
	 

	 	 
	 

	 	 
	Cream Liqueur

	 	 
	 

	 	 
	Brady’s 6 * 700ml

	 	[*]
	 

	 	 
	Brady’s 12 * 750ml

	 	[*]
	 

	 	 
	Brady’s 6 * 1.75Lt

	 	[*]
	 

	 	 
	Brady’s 12 * 1Litre

	 	[*]
	 

	 	 
	Brady’s Mint 12 * 1Litre

	 	[*]
	 

	 	 






* Costs are inclusive of processing





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