Exhibit 10.12
AMENDMENT TO BOTTLING AND SERVICES AGREEMENT
This Amendment, dated as of March 1, 2005, 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 (the "Bottling and
Services Agreement");
WHEREAS, Terra and the Customer wish to extend the Bottling and
Services Agreement, confirm the current prices of products thereunder, provide
for the continued supply of cream liqueurs, and agree to renegotiate said prices
in the future;
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 28th February 2009.
2. The parties hereby agree (i) that the prices in effect 28th
February 2005 will continue to remain in effect through 31st December 2005 and
(ii) to negotiate in good faith appropriate price adjustments for 2006 and
subsequent years, based on changes in raw materials and/or relevant price
indexes.
3. Section 23 (i) of the Bottling and Services Agreement is hereby
deleted in its entirety. The remaining provisions of Section 23 shall remain
unchanged.
4. Terra agrees that it shall, under the direction and subject to
the specifications of Customer, obtain the raw materials, vat, mix and bottle
Xxxxx'x, X'Xxxxx'x and X'Xxxx'x Irish Creams and such other Irish creams as the
parties shall agree for the term of the Bottling and Services Agreement. The
parties hereby agree (i) that the prices in effect 28th February 2005 for the
services referred to in this Section 4 will continue to remain in effect through
31st December 2005 and (ii) to negotiate in good faith appropriate price
adjustments for 2006 and subsequent years, based on changes in raw materials
and/or relevant price indexes.
5. 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
in the presence of: /s/ Xxxxx XxXxxxxx
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Director
/s/ Xxxxx XxXxxxxx
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Date: 23rd September, 2005 Date: 23rd September, 2005
Signed for and on behalf of
CASTLE BRANDS SPIRITS COMPANY LIMITED
in the presence of: /s/ Xxxxx X. Xxxxxxxxx
-------------------------------------
Director
/s/ Xxxx Xxxxxxx
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