EX-10.1






REAFFIRMATION AGREEMENT




THIS REAFFIRMATION AGREEMENT (this “Agreement”) is made as of October 21, 2013, by the
undersigned in favor of KELTIC FINANCIAL PARTNERS II, LP (“Lender”).



RECITALS:



CASTLE BRANDS INC., a corporation organized under the laws of the State of Florida (“CBI”) and
CASTLE BRANDS (USA) CORP. a corporation organized under the laws of the State of Delaware (“CBUSA”)
(individually and collectively, “Borrower”) and KELTIC FINANCIAL PARTNERS II, LP, a Delaware
limited partnership (“Lender”), are parties to a Loan and Security Agreement dated as of August 19,
2011, as amended by a First Amendment dated as of July 23, 2012, by an Second Amendment dated as of
March 11, 2013, and by a Third Amendment dated as of August 7, 2013 (as so amended, the “Credit
Agreement”), in connection with which Borrower delivered an Amended and Restated Revolving Credit
Note dated March 11, 2013 in a maximum principal amount of $8,000,000 (the “Revolving Credit
Note”), an Amended and Restated Term Note dated August 7, 2013 in an original principal amount of
$4,000,000, a Subordination Agreement dated August 7, 2013 between Lender and the parties named as
“Junior Creditors” thereto (the “Subordination Agreement”), and other agreements, documents and
instruments in connection therewith.



CBI is proposing to incur indebtedness in an aggregate original principal amount of $2,125,000 (the
“2018 Subordinated Debt”) pursuant to the terms of the Castle Brands Inc. 5% Subordinated
Convertible Notes due 2018 Purchase Agreement dated on or about the date of this Amendment (the
“2018 Notes Purchase Agreement”), the Castle Brands Inc. 5% Subordinated Convertible Notes due 2018
dated on or about the date of this Amendment and issued to the “Purchasers” described in the 2018
Notes Purchase Agreement (collectively, the “2018 Subordinated Notes”), and the other agreements,
documents and instruments executed and/or delivered to CBI in connection therewith (collectively,
the “2018 Subordinated Debt Documents”). The Loan Documents prohibit Borrower from incurring
additional indebtedness in such amount without Lender’s consent.



Borrower has requested that Lender consent to CBI’s incurrence of the 2018 Subordinated Debt, waive
all Defaults and Events of Default occurring as a result of CBI’s execution and delivery of the
2018 Subordinated Debt Documents and incurrence of the 2018 Subordinated Debt, and amend the
“EBITDA” covenant contained in the Credit Agreement in connection therewith pursuant to a Fourth
Amendment, Waiver and Consent to the Credit Agreement and a First Amendment to the Subordination
Agreement, each dated on or about the date hereof (together will all other agreements, documents
and instruments executed and/or delivered to Lender, the “Fourth Amendment Documents”).



The Credit Agreement, the Revolving Credit Note, the Subordination Agreement, the Fourth Amendment
Documents, and all other agreements, documents and instruments executed and/or delivered in
connection therewith, as the same may be amended, restated, or otherwise modified from time to
time, shall be collectively referred to as the “Loan Documents”.



Each of the undersigned indicated as a “Validity Party” has executed and delivered a Validity and
Support Agreement dated on or about August 19, 2011 in favor of Lender (each, a “Validity
Agreement”) pursuant to which such Validity Party has agreed to validate certain information
provided by Borrower to Lender and provide support in connection with Lender’s efforts to collect
collateral to secure Borrower’s payment and performance of all obligations and to Lender and such
other matters as described in such Validity Agreement.



Each of the undersigned indicated as a “Term Loan Participant” has executed and delivered to Lender
an Amended and Restated Participation Agreement dated August 7, 2013 in connection with the Term
Note (the “Participation Agreement”) pursuant to which such Participant has agreed to participate
in the Term Note and to such other matters upon such terms and conditions contained in the
Participation Agreement.



Each of the undersigned indicated as a “Junior Creditor” has executed and delivered to Lender a
Subordination Agreement dated August 7, 2013, in connection with the amendment and restatement of
the Term Loan on August 7, 2013.



Lender has agreed to consent to CBI’s incurrence of the 2018 Subordinated Debt, waive all Defaults
and Events of Default occurring as a result of CBI’s execution and delivery of the 2018
Subordinated Debt Documents and incurrence of the 2018 Subordinated Debt, and amend the “EBITDA”
covenant contained in the Credit Agreement, subject to and conditioned on the execution and
delivery of this Agreement by the undersigned to Lender.



AGREEMENT:



1. Notwithstanding the occurrence of any of the events described in the recitals hereto or
anything to the contrary contained in any of the Loan Documents, Borrower hereby reaffirms to the
Lender and ratifies its obligations under the Loan Documents (collectively, the “Keltic
Obligations”), including, specifically, the Fourth Amendment Documents, and as the Loan Documents
may have been amended, modified and/or restated from time to time and including the amendment,
modification or restatement thereof in connection with the matters described in the recitals
hereto, and each other agreement, document and instrument executed and/or delivered by the Borrower
in connection therewith as the same may have been amended, modified and/or restated from time to
time and including the amendment, modification or restatement thereof in connection with the
matters described in the recitals hereto (collectively, the “Borrower Documents”), and hereby
further ratifies and confirms that each of the Borrower Documents shall remain in full force and
effect.



2. Notwithstanding the occurrence of any of the events described in the recitals hereto or
anything to the contrary contained in such party’s Validity Agreement, each Validity Party hereby
reaffirms to the Lender and ratifies its obligations under such Validity Agreement, and each other
agreement, document and instrument executed and/or delivered by such Validity Party in connection
therewith (collectively, the “Validity Documents”), and hereby further ratifies and confirms that
each of the Validity Documents executed and/or delivered to Lender shall remain in full force and
effect.



3. Notwithstanding the occurrence of any of the events described in the recitals hereto or
anything to the contrary contained in the Participation Agreement, each Term Loan Participant
hereby reaffirms to the Lender and ratifies its obligations under the Participation Agreement, as
the same may be amended and restated pursuant to the Fourth Amendment Documents, and each other
agreement, document and instrument executed and/or delivered by such Participant in connection
therewith (collectively, the “Participation Documents”), and hereby further ratifies and confirms
that each of the Participation Documents executed and/or delivered to Lender shall remain in full
force and effect.



4. Notwithstanding the occurrence of any of the events described in the recitals hereto or
anything to the contrary contained in the Subordination Agreement, each Junior Creditor hereby
reaffirms to the Lender and ratifies its obligations under the Subordination Agreement, as the same
may be amended and restated pursuant to the Fourth Amendment Documents, and each other agreement,
document and instrument executed and/or delivered by such Junior Creditor in connection therewith
(collectively, the “Subordination Documents”), and hereby further ratifies and confirms that each
of the Subordination Documents executed and/or delivered to Lender shall remain in full force and
effect.



5. No change, amendment or modification of this Agreement shall be valid or binding unless
such change, amendment or modification shall be in writing and duly executed by all parties hereto
and consented to by the Lender in writing.



6. This Agreement shall be governed by and interpreted and construed in accordance with the
internal laws of the State of New York, without regard to its principles of conflicts of laws, and
any dispute hereunder shall be brought in the appropriate court located in Westchester County, New
York or Erie County, New York.



7. This Agreement may not be assigned by any party hereto without the prior written consent of
the other parties hereto and the Lender, and no party hereto shall be relieved of its duties,
obligations or liabilities under this Agreement without the express written consent of the other
parties hereto and the Lender, regardless of assignments, delegations or other agreements with
third parties which may provide otherwise.



8. This Agreement shall be binding upon the parties hereto, their successors, permitted
assigns, heirs and legal representatives.



9. The invalidity of one or more phrases, sentences, clauses or paragraphs contained in this
Agreement shall not affect the validity of the remainder of this Agreement.



10. This Agreement contains the entire understanding of the parties and the Lender with
respect to the subject matter hereof and there are no other oral understandings, terms or
conditions except as expressly stated herein and none of the parties have relied upon any
representation, express or implied, not contained in this Agreement.



11. This Agreement may be executed in two (2) or more counterparts, each of which shall be
considered an original, and all of which shall be considered one and the same instrument.



IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the date first
written above.



BORROWER:



	 	 	 
	CASTLE BRANDS INC.

	 	CASTLE BRANDS (USA) CORP.
	By: /s/ Alfred J. Small

	 	By: /s/ Alfred J. Small
	 

	 	 
	Name: Alfred J. Small

	 	Name: Alfred J. Small
	 

	 	 
	Its: CFO

	 	Its: CFO
	 

	 	 






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	VALIDITY PARTIES:

	 	

	/s/ Alfred J. Small

	 	/s/ John Glover
	 

	 	 
	ALFRED SMALL

	 	JOHN GLOVER
	/s/ Michael Becker

	 	/s/ T. Kelley Spillane
	 

	 	 
	MICHAEL BECKER

	 	T. KELLY SPILLANE
	TERM LOAN PARTICIPANTS:

	 	

	FROST GAMMA INVESTMENTS TRUST

	 	MARIN BLEU INC.
	By: /s/ Phillip Frost, M.D.

	 	By: /s/ Stephen Liu, M.D.
	 

	 	 
	Name: Phillip Frost

	 	Name: Stephen Liu, M.D.
	 

	 	 
	Its: Trustee

	 	Its: Chairman
	 

	 	 
	/s/ Mark E. Andrews, III

	 	/s/ Susan M. Lampen
	 

	 	 
	MARK E. ANDREWS, III

	 	SUSAN M. LAMPEN
	/s/ Michael S. Liebowitz

	 	/s/ Chester Franklin Zoeller, III
	 

	 	 
	MICHAEL S. LIEBOWITZ

	 	CHESTER FRANKLIN ZOELLER III
	JUNIOR CREDITORS:

	 	

	FROST GAMMA INVESTMENTS TRUST

	 	THREE COURT MASTER, LP
	By: /s/ Phillip Frost, M.D.

	 	By: /s/ Arthur Y. Roulac
	 

	 	 
	Name: Phillip Frost, M.D.

	 	Name: Arthur Y. Roulac
	 

	 	 
	Its: Trustee

	 	Its: Managing Partner
	 

	 	 
	JACQUELINE SIMKIN TRUST AS AMENDED

AND RESTATED 12/16/2003

	 	



	By: /s/ Jacqueline Simkin

	 	

	 

	 	

	Name: Jacqueline Simkin

	 	

	 

	 	

	Its: Trustee

	 	

	 

	 	







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	/s/ Susan M. Lampen

	 	/s/ Mark E. Andrews, III
	 

	 	 
	SUSAN M. LAMPEN

	 	MARK E. ANDREWS, III
	/s/ Brian L. Heller

	 	/s/ Michael Brauser
	 

	 	 
	BRIAN L. HELLER

	 	MICHAEL BRAUSER
	/s/ Subbarao Uppaluri

	 	/s/ Juan F. Rodriguez
	 

	 	 
	SUBBARAO UPPALURI

	 	JUAN F. RODRIGUEZ
	/s/ Tibor Hollo

	 	/s/ Elliott Harris
	 

	 	 
	TIBOR HOLLO

	 	ELLIOTT HARRIS







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