EX-10.1






REAFFIRMATION AGREEMENT




THIS REAFFIRMATION AGREEMENT (this “Agreement”) is made as of September 22, 2014, by the
undersigned in favor of ACF FINCO I LP (“Lender”).



RECITALS:



Keltic Financial Partners II, LP sold substantially all of its assets to, and transferred
substantially all of its liabilities to, ACF FINCO I LP, a Delaware limited partnership (“Lender”)
effective June 4, 2014 pursuant to the terms of an Asset Purchase Agreement dated May 12, 2014 and
the other agreements, documents and instruments executed and/or delivered in connection therewith
(the “Keltic Acquisition”). 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 Lender (as
successor-in-interest to Keltic Financial Partners II, LP pursuant to the Keltic Acquisition), are
parties to a Loan and Security Agreement dated as of August 19, 2011, as amended by a First
Amendment effective July 23, 2012, by an Second Amendment effective March 11, 2013, by a Third
Amendment effective August 7, 2013, by a Fourth Amendment, Waiver and Consent effective October 21,
2013, by a Fifth Amendment, Waiver and Consent effective November 14, 2013 and by a Sixth Amendment
effective as of June 30, 2014 (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, an Amended and Restated
Participation Agreement dated August 7, 2013 between Lender and the parties executing the same as
“Participants” (the “Participation Agreement”) a Subordination Agreement dated August 7, 2013, as
amended by a First Amendment effective as of October 21, 2013 between Lender and the parties
executing the same as “Junior Creditors” thereto (as so amended, the “Subordination Agreement”),
and other agreements, documents and instruments in connection therewith.



The Credit Agreement, the Revolving Credit Note, the Term Note, the Participation Agreement, the
Subordination Agreement, 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”.



Borrower has requested that Lender amend and restate the Credit Agreement to incorporate all
amendments and modifications made thereto, to permit CBI to repay in full the indebtedness and
obligations evidenced by the CBI August 2013 Subordinated Loan Documents, to amend and restate the
Credit Agreement and Revolving Credit Note to increase the amount of the Revolving Credit and
extend the term of the Revolving Credit to July 31, 2019, to amend and restate the Term Note to
extend the term of the Term Loan to July 31, 2019, to amend the Subordination Agreement to permit
the repayment in full of CBI’s indebtedness and obligations under the CBI August 2013 Subordinated
Loan Documents, and to make certain other changes as described in an Amended and Restated Loan and
Security Agreement effective on or about the date hereof (the “Restated Credit Agreement”), an
Amended and Restated Revolving Credit Note dated on or about the date hereof (the “Restated
Revolving Credit Note”), an Amended and Restated Term Note date on or about the date hereof (the
“Restated Term Note”) and the other agreements, documents instruments executed and/or delivered to
Senior Creditor in connection therewith. For purposes of this Agreement, the Restated Credit
Agreement, the Restated Revolving Credit Note, the Restated Term Note, and all agreements,
documents and instruments executed and/or delivered to Lender in connection therewith shall be
referred to as the “Credit Agreement Restatement 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
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 the
Subordination Agreement pursuant to which such Junior Creditor has agreed to subordinate its rights
to payment of indebtedness due from Borrower to the indebtedness of Borrower to Lender, and such
other matters upon such terms and conditions contained in the Subordination Agreement.



Upon the terms and conditions contained in the Credit Agreement Restatement Documents Lender has
agreed to amend and restate the Credit Agreement and make certain other changes to the Credit
Agreement, among other things, 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 Credit Agreement Restatement Documents or the
other Loan Documents, Borrower hereby (a) ratifies and confirms that pursuant to the transactions
effected by the Keltic Acquisition effective June 4, 2014 ACF FinCo I LP is the “Lender” for all
purposes of the Loan Documents, (b) reaffirms to Lender and ratifies its obligations under the
Credit Agreement Restatement Documents and the other Loan Documents (collectively, the “Keltic
Obligations”), including, specifically, the Credit Agreement Restatement 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 (c)
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
(a) ratifies and confirms that pursuant to the transactions effected by the Keltic Acquisition
effective June 4, 2014 ACF FinCo I LP is the “Lender” for all purposes of the Loan Documents, (b)
reaffirms to 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, as the same may have been amended, modified and/or restated from time to time
(collectively, the “Validity Documents”), and (c) 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 (a) ratifies and confirms that pursuant to the transactions effected by the Keltic
Acquisition effective June 4, 2014 ACF FinCo I LP is the “Lender” for all purposes of the Loan
Documents, (b) reaffirms to the Lender and ratifies its obligations under the Participation
Agreement, and each other agreement, document and instrument executed and/or delivered by such
Participant in connection therewith, as the same may have been amended, modified and/or restated
from time to time (collectively, the “Participation Documents”), and (c) 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 (a)
ratifies and confirms that pursuant to the transactions effected by the Keltic Acquisition
effective June 4, 2014 ACF FinCo I LP is the “Lender” for all purposes of the Loan Documents, and
that ACF FinCo I LP is the “Senior Creditor” for all purposes of the Subordination Agreement,
specifically including the Second Amendment of the Subordination Agreement dated on or about the
date of this Agreement, (b) reaffirms to Lender and ratifies its obligations under the
Subordination Agreement, and each other agreement, document and instrument executed and/or
delivered by such Junior Creditor in connection therewith, as the same may have been amended,
modified and/or restated from time to time (collectively, the “Subordination Documents”), and (c)
further ratifies and confirms that each of the Subordination Documents executed and/or delivered to
Senior Creditor 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
	 

	 	 
	VALIDITY PARTIES:

	 	

	/s/ Alfred Small

	 	/s/ John Glover
	 

	 	 
	ALFRED SMALL

	 	JOHN GLOVER
	/s/ Michael Becker

	 	/s/ T. Kelley Spillane
	 

	 	 
	MICHAEL BECKER

	 	T. KELLEY SPILLANE
	TERM LOAN PARTICIPANTS:

	 	

	FROST GAMMA INVESTMENTS TRUST

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

	 	By:/s/ Stephen Liu
	 

	 	 
	Name: Phillip Frost, M.D.

	 	Name:Stephen Liu
	 

	 	 
	Its: Trustee

	 	Its:President/Director
	 

	 	 
	/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: Partner
	 

	 	 






JACQUELINE SIMKIN TRUST AS AMENDED DAVID THALHEIM REVOCABLE LIVING



	 	 	 
	AND RESTATED 12/16/2003

	 	TRUST
	By: /s/ Jacqueline Simkin

	 	By: /s/ David Thalheim
	 

	 	 
	Name: Jacqueline Simkin

	 	Name: David Thalheim
	 

	 	 
	Its: Trustee

	 	Its: Trustee
	 

	 	 
	IVC INVESTORS, LLLP

	 	VECTOR GROUP LTD
	By: /s/ Glenn L. Halpryn

	 	By: /s/ J. Bryant Kirkland III
	 

	 	 
	Name: Glenn L. Halpryn

	 	Name: J. Bryant Kirkland III
	 

	 	 
	Its: President

	 	Its: Vice President, CFO and Treasurer
	 

	 	 
	/s/ Susan M. Lampen

	 	/s/ Mark E. Andrews, III
	 

	 	 
	SUSAN M. LAMPEN

	 	MARK E. ANDREWS, III
	/s/ Brian Heller

	 	/s/ Michael Brauser
	 

	 	 
	BRIAN HELLER

	 	MICHAEL BRAUSER
	/s/ Subbarao Uppaluri

	 	/s/ Juan Rodriguez
	 

	 	 
	SUBBARAO UPPALURI

	 	JUAN RODRIGUEZ
	/s/ Tibor Hollo

	 	/s/ Elliott Harris
	 

	 	 
	TIBOR HOLLO

	 	ELLIOTT HARRIS
	/s/ Stephen H. Liu

	 	/s/ Dennis Scholl
	 

	 	 
	STEPHEN H. LIU

	 	DENNIS SCHOLL
	/s/ Richard Rosenstock

	 	/s/ Fred Johnson
	 

	 	 
	RICHARD ROSENSTOCK

	 	FRED JOHNSON
	/s/ David Farina

	 	

	 

	 	

	DAVID FARINA