Exhibit 10.28
NOTE: PORTIONS OF THIS EXHIBIT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION. SUCH
PORTIONS HAVE BEEN REDACTED AND ARE MARKED WITH A "[*]" IN PLACE OF THE
REDACTED LANGUAGE.
AMENDMENT TO SUPPLY AGREEMENT AND CONSENT
This Amendment and Consent, dated as of March 1, 2003, to
Supply Agreement, dated as of January 19, 1998, by and between Carbery
Milk Products Limited, a company incorporated in Ireland (the "Supplier")
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 Supplier are parties to that
certain Supply Agreement, dated January 19, 1998 (the "Supply Agreement");
WHEREAS, the Supplier and the Customer wish to extend the
Supply Agreement and confirm the price of products as defined in the
Supply Agreement;
WHEREAS, pursuant to Section 15.1 of the Supply Agreement, the
Customer wishes to obtain the consent of Supplier to disclose certain
information regarding the Supply Agreement and this Amendment to Supply
Agreement in the prospectus and the Registration Statement on Form S-1 to
be filed by Castle Brands Inc. ("Castle Brands") with the Securities and
Exchange Commission in connection with Castle Brands' initial public
offering; and
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. Commencing with March 1, 2003 and continuing through December 31,
2008, the price of products supplied by the Supplier shall be */lpa.
2. Section 12.1 of the Supply Agreement is deleted and replaced in
its entirety with the following: "This Agreement, subject to the following
provisions of this clause, shall continue through December 31, 2008, thereafter
renewable on terms to be agreed by the parties."
3. Section 12.2.7 of the Supply Agreement is hereby deleted.
4. Section 12.6 of the Supply Agreement is hereby deleted.
5. Schedule 2 (1) of the Supply Agreement is hereby deleted and
replaced in its entirety with the following: "Bulk Spirit, on ordering is
produced to Castle Brands Spirits Company Limited specifications, including Bulk
Spirit distillation of at least five times, from the
Supplier, Carbery Milk Products."
6. Schedule 3 of the Supply Agreement is hereby amended by addition
of the following phrase: "commencing on March 1, 2003 ____________________
*/lpa.
7. Except as expressly set forth herein the Supply Agreement is
ratified and confirmed as amended hereby.
8. In connection with the Castle Brands' initial public offering,
Supplier hereby consents to the use of Supplier's name, the filing of the Supply
Agreement and this Amendment and Consent and the inclusion of additional related
information and disclosures, including the proposed disclosure attached hereto
as Exhibit A (or substantially similar disclosure), in the prospectus and the
Registration Statement on Form S-1 to be filed by Castle Brands with the
Securities and Exchange Commission. Supplier also consents to the inclusion of
such disclosure (or substantially similar disclosure) in periodic reports on
Forms 10-K and 10-Q, and any other documents filed or furnished to the
Securities and Exchange Commission following Castle Brands' initial public
offering.
Signed for and on behalf of
CARBERY MILK PRODUCTS LIMITED
in the presence of:
/s/ Xxx XxxXxxxxxx
-----------------------------------
/s/ Xxx Xxxxx Director
-----------------------------------
/s/ Xxxx Xxxx
-----------------------------------
Director/Secretary
Signed for and on behalf of
CASTLE BRANDS SPIRITS
COMPANY LIMITED
in the presence of:
/s/ Xxxxxxx XxxXxxxxxx
-----------------------------------
/s/ Xxxxxx Xxxx Director
-----------------------------------
/s/ Xxxxx X. Xxxxxxxxx
-----------------------------------
Director/Secretary
EXHIBIT A
XXXX VODKA
We have a supply agreement with Carbery Milk Products Limited,
a member of the Carbery Group, a large distiller and food producer based
in Bandon, Ireland, to provide us with the distilled alcohol used in our
Xxxx Vodka. This supply agreement with Carbery was originally entered into
by Roaring Water Bay in 1998 and became ours in 2003, when we acquired
Roaring Water Bay and with it, our Xxxx Vodka brand. The supply agreement
provides for Carbery to produce natural spirit for us with specified
levels of alcohol content pursuant to specifications set forth in the
agreement and at specified prices through its current expiration in
_________, in quantities to be designated by us annually. We believe that
Carbery has more than enough distilling capacity to meet our needs for
Xxxx Vodka for the foreseeable future. Carbery also produces the flavoring
ingredients used in the Xxxx Vodka flavor extensions and in our Xxxxx'x
Irish Cream.
From Carbery, the quadruple distilled alcohol is delivered by
them to the bottling premises at Terra Limited in Baileyboro, Ireland,
where pursuant to our bottling and services agreement with Terra it is
filtered in several proprietary ways, pure water is added to achieve the
desired proof, and, in the case of the citrus, orange and crazzberry
versions of Xxxx Vodka, flavorings (obtained from Carbery) are added. Each
of our Xxxx Vodka products is then bottled in various sized bottles. We
believe that Terra, which also acts as bottler for all of our Irish
whiskeys and as producer and bottler of our Xxxxx'x Irish cream (and as
bottler for Celtic Crossing which is supplied to us by one of Terra's
affiliates), has sufficient bottling capacity to meet our current needs,
and its facility can be expanded to meet future supply needs, should this
be required.
XXXXX'X IRISH CREAM
Xxxxx'x Irish Cream is produced for us by Terra Limited. Fresh
cream is combined with Irish whiskey, grain neutral spirits and various
flavorings procured from the Carbery Group, to our specifications and then
bottled by Terra in bottles designed for us. We believe that Terra has the
capacity to meet our foreseeable supply needs for this brand.
AGREEMENTS WITH CARBERY GROUP AND ITS AFFILIATES
Xx. Xxxx, one of our directors, is the financial director of
the Carbery Group. Since January 1998, we have had a supply agreement with
Carbery Milk Products Limited, which is a member of the Carbery Group,
pursuant to which it acts as our sole distiller for Xxxx Vodka in Ireland
and the supplier of natural flavors for our products. For the fiscal years
ended March 31, 2003, 2004 and 2005, we purchased approximately E432,046
($485,706), E346,206 ($421,610) and E405,359 ($761,670) respectively, of
goods from Carbery Milk Products Limited. Carbery Milk Products also holds
E546,071 ($687,722) principal amount of our 5% Euro denominated notes,
which were issued to it in connection with our December 2003 acquisition
of Roaring Water
Bay and will convert into shares of our common stock immediately prior to
the closing of this offering. In addition, on December 1, 2004, we repaid
subordinated indebtedness to Carbery Milk Products also incurred by us in
connection with the Roaring Water Bay acquisition in the amount of
E111,102 ($138,284).