EX-10.60



 




Exhibit
10.60
Promissory Note





THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED, OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY
OTHER JURISDICTION. THIS NOTE MAY NOT BE SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY
TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.




Promissory Note




			
	 	 	 
	$5,000,000
	 	Date: February 17, 2006





FOR VALUE RECEIVED, the undersigned Castle Brands Inc., a Delaware
corporation (the “Company”), promises to pay to the order of Frost Nevada
Investments Trust (the “Holder”) the lesser of (x) FIVE MILLION US DOLLARS
(US $5,000,000) and (y) the aggregate unpaid principal amount of Advances (as
hereinafter defined) made under this Note to the Company pursuant to the terms
of this Note and the Credit Agreement (as hereinafter defined), together in either
case, with unpaid interest on the unpaid balance of the principal amount
outstanding, on the Maturity Date or, with respect to any Excess Amount, the
Excess Amount Maturity Date, and subject to the following provisions. Unless
otherwise provided herein, accrued interest hereon shall be paid quarterly on the
Interest Payment Dates (as hereinafter defined).



The following is a statement of the rights of the Holder and the conditions to
which this Note is subject, and to which the Holder, by the acceptance of this
Note, agrees:




     1. Definitions.



     The capitalized terms in this Note shall have the meanings ascribed to such
terms in the Note Purchase Agreement unless otherwise defined herein:



     “Advance” and “Advances” shall have the meaning as set forth in Section 2.1
below;



     “Credit Agreement” means that certain Credit Agreement dated as of the first
date set forth above, by and among the Company and the Holder.



     “Borrowing Commitment” means an aggregate of $5,000,000.



 









 





     “Business Day” shall mean any day that is not a Saturday, a Sunday or a
day on which banks are required or permitted to be closed in the State of New
York.



     “Company” has the meaning set forth in the introductory paragraph to this Note;



     “Default Rate” shall have the meaning set forth in Section 6.1 below;



     “Excess Amount” shall have the meaning set forth in Section 2.5 below;



     “Excess Amount Maturity Date” shall have the meaning set forth in Section
2.5 below;



     “Holder” has the meaning set forth in the introductory paragraph to this Note;



     “Interest Payment Date(s)” means the last Business Day of each March, June,
September and December;



     “Interest Rate” means the rate of 9% per annum, calculated on the basis of a
360 day year based on the number of days elapsed including the first day, but
excluding the day on which such calculation is being made;



     “IPO” means a firm commitment public offering by the Company of shares of its
common stock pursuant to a registration statement on Form S-1 under the
Securities Act of 1993, as amended;



     “Maturity Date” means the earlier to occur of one Business Day after the
closing of an IPO and February 17, 2007;



     “Note” means this Promissory Note;



     “Principal Amount” means the total Advances made hereunder; or



     “Rule 2710(a)(4) Holder” shall have the meaning set forth in Section
2.5 below.



     2. Advances and Time of Payment.



          2.1 Advances. On the date first set forth above, Holder will make an
advance of Two Million Dollars (US $ 2,000,000) to the Company. With respect to
each
proposed additional advance to the Company under this Note (any advance, an
“Advance” and, collectively, the “Advances”), the Company shall give at least
10 days
prior written notice to the Holder of its intention to borrow hereunder, which
notice shall
specify the date and the principal amount of the proposed Advance (a “Borrowing
Request”). All Advances shall be in increments of $1,000,000. Following the
receipt of
a Borrowing Request, the Holder shall make the Advance on the date and in the
amount
as outlined in the Borrowing Request and the Borrowing Commitment shall be
reduced
by the amount of such Advance. Anything to the contrary herein notwithstanding,
Holder shall have no obligation to make any Advance to the extent that the
aggregate of





 









 







all Advances made, including the Advance contemplated by the first sentence of this
Section 2.1, exceeds the Borrowing Commitment.




          2.2 Payment at Maturity Date.




          Except with respect to any Excess Amount for which repayment shall be
governed by Section 2.5 below, the Principal Amount together with all
accrued but
unpaid interest under this Note shall be due and payable on the Maturity Date,
in
accordance with the terms of this Note. If the payment of the Principal Amount
and
interest on this Note becomes due on a day which is not a Business Day, such
payment
shall be made on the next succeeding Business Day, and any such extension of
time
shall be included in computing interest in connection with such payment.




          2.3 Interest Payments.




          Except with respect to any Excess Amount for which payment shall be
governed by Section 2.5 below, the Company shall pay accrued interest
to the Holder
on each applicable Interest Payment Date based upon the Principal Amount
outstanding from time to time at the Interest Rate.




          2.4 Prepayment.




          The Company may prepay the Principal Amount and/or the accrued but
unpaid interest on this Note or any part thereof without penalty at any time in
the Company’s sole discretion; provided, however, that the Company may not prepay
any portion of the Excess Amount or interest thereon if the Holder is a Rule 2710
(a)(4) Holder.




          2.5 Excess Amount.




          In the event that (i) the Holder is a “Participating Member,” as defined in
2710(a)(4) of the National Association of Securities Dealers Conduct Rules,
with respect to the IPO (a “Rule 2710(a)(4)Holder”) and (ii) the (x) Principal
Amount, (y)
interest previously paid and (z) future interest payable to such Rule
2710(a)(4) Holder under this Note would exceed 10% of the net proceeds received by the Company
from
such IPO (such excess, the “Excess Amount”), the Maturity Date and Interest
Payment
Dates for such Excess Amount shall be extended until the day after the one year
anniversary of the closing of the IPO (the “Excess Amount
Maturity Date”).




     3. Application of Payments.



     All payments of the indebtedness evidenced by this Note shall be applied first
to any accrued but unpaid interest on this Note then due and payable hereunder,
and then to the Principal Amount of this Note then outstanding.



 









 





     4. Currency.



     All payments of Principal Amount or of interest on this Note shall be made in
US dollars at the address of Holder indicated on the signature page hereof, or
such other place as Holder shall designate in writing to Company.



     5. Events of Default.



     The occurrence of any of the following shall constitute an Event of Default
under
this Note: (a) The Company’s failure to pay the outstanding Principal Amount
and
accrued interest on this Note due on the Maturity Date or, with respect to any
Excess
Amounts, on the Excess Amount Maturity Date; (b) the Company’s failure to pay
any
fees or interest related to this Note when due and any such failure to pay
shall remain
unremedied after the Company has been provided with ten (10) Business Days
prior
written notice or (c) an Event of Default under, and as defined in, the Credit
Agreement.



     6. Remedies.



          6.1 Remedy Upon an Event of Default.




          Upon the occurrence of an Event of Default, (i) this Note shall become due
and payable upon the demand of the Holder, and upon such demand shall
thereafter
become automatically due and payable, without presentment, demand, protest, or
further notice of any kind, all of which are hereby expressly waived by the
Company,
and (ii) the Interest Rate shall increase by 200 basis points above the
Interest Rate (the
“Default Rate”).




     7. Waiver.



     The Company waives presentment for payment, notice of nonpayment, protest,
demand, notice of protest, notice of intent to accelerate, notice of
acceleration and
dishonor, diligence in enforcement and indulgences of every kind.



     8. No Waiver.



     The acceptance by Holder of any payment under this Note which is less than the
payment in full of all amounts due and payable at the time of such payment
shall not (i)
constitute a waiver of or impair, reduce, release or extinguish any right,
remedy or
recourse of Holder, or nullify any prior exercise of any such right, remedy or
recourse, or
(ii) impair, reduce, release or extinguish the obligations of any party as
originally
provided herein.



     9. Cumulative Remedies.



     The rights, remedies and recourses of Holder, as provided in this Note, shall
be cumulative and concurrent and may be pursued separately, successively or
together as often as occasion therefore shall arise, at the sole discretion of Holder.



 









 





     10. Governing Law.



     This Note shall be governed by, and interpreted in accordance with, the
laws of
the State of New York, without giving effect to the rules respecting conflicts
of law.



     11. Severability.



     If any provision hereof or the application thereof to any Person or
circumstance
shall, for any reason and to any extent, be invalid or unenforceable, neither
the
application of such provision to any other Person or circumstance nor the
remainder of
the instrument in which such provision is contained shall be affected thereby
and shall
be enforced to the greatest extent permitted by law.



     12. Interpretation.



     The headings in this Note are included only for convenience and shall not
affect
the meaning or interpretation of this Note. The words “herein” and “hereof and
other
words of similar import refer to this Note as a whole and not to any
particular part of this Note.



     13. Notices.



     All notices, demands, and other communications hereunder shall be in writing
and shall be deemed given if delivered personally or by commercial delivery
service, or
mailed by registered or certified mail (return receipt requested) or sent via
facsimile
(with acknowledgment of complete transmission), to Holder at its address set
forth
below, or to the Company at its principal executive office (or at such other
address for a
party as shall be specified by like notice).



     14. Exchange or Loss of Note.



     Upon receipt by the Company of evidence reasonably satisfactory to it of the
loss, theft, destruction or mutilation of this Note, and (in the case of loss,
theft or
destruction) of reasonably satisfactory indemnification, and upon surrender
and cancellation of this Note, if mutilated, the Company will execute and deliver
a new Note of like tenor and date.



     15. Enforceability.



     This Note shall be binding upon and inure to the benefit of both parties
hereto and their respective successors and assigns. If any provision of this Note
shall be held
to be invalid or unenforceable, in whole or in part, neither the validity nor
the
enforceability of the remainder hereof shall in any way be affected.



     16. Limitation on Interest.



     Nothing contained in this Note shall be deemed to require the payment of
interest
or other charges by the Company or any other Person in excess of the amount
which



 









 




Holder may lawfully charge under the applicable usury laws. In the event that
Holder
shall collect moneys which are deemed to constitute interest which would increase
the
effective Interest Rate to a rate in excess of that permitted to be charged by
applicable
law, all such sums deemed to constitute interest in excess of the legal rate shall
be
credited against the Principal Amount then outstanding and the excess shall be
returned
to the Company.




[Remainder of Page Intentionally Left Blank]




 









 





          IN WITNESS WHEREOF, the undersigned has executed this Promissory
Note as of the date first written above.




	 	 	 	 	 	 
	 	 	CASTLE BRANDS
INC.
	 
	 	 	 	 
	 

	 	By:	 	/s/ Mark Andrews
	 	 	 	 	 	 
	 

	 	 	 	Mark Andrews, Chairman and
	 

	 	 	 	Chief Executive Officer
	 

	 	 	 	Castle Brands Inc.
	 

	 	 	 	570 Lexington Avenue, 29th Floor
	 

	 	 	 	New York, NY 10022






ACKNOWLEDGED AND AGREED TO BY:




FROST NEVADA INVESTMENTS TRUST




	 	 	 	 	 
	 

	 	 	 	 
	By:
	 	/s/ Phillip Frost
	 

	 	 
	 
	 	 	 	 
	Name:
	 	Phillip Frost, M.D.
	 

	 	 
	 
	 	 	 	 
	Title:
	 	Trustee of Frost Nevada
Investments Trust
	 

	 	 
	 
	 	 	 	 
	Address:
	 	4400 Biscayne Blvd
	 

	 	 
	 
	 	Miami, FL 33137
	 

	 	 
	 
	 	 	 	 
	 

	 	 





	 	 	 	 	 
	 

	 	 	 	 
	Facsimile Number:
	 	305-575-6518
	 

	 	 	 	 





 









 






TRANSACTIONS



ON


PROMISSORY NOTE



	 	 	 	 	 	 	 
	 	 	Amount of	 	 	 	 
	 	 	Senior Secured	 	Outstanding	 	 
	 	 	Loan	 	Principal Balance	 	Notation
	Date	 	Made This Date	 	This Date	 	Made By
	February 17, 2006
	 	$2,000,000	 	$2,000,000	 	Holder and Company