EX-4.3






AMENDED AND RESTATED

REVOLVING CREDIT NOTE




September 22, 2014




$12,000,000.00 Tarrytown, New York



FOR VALUE RECEIVED, 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”) promises, jointly and severally,
to pay to the order of ACF FINCO I LP (“Lender”), at 580 White Plains Road, Suite 610, Tarrytown,
New York 10591 or at such other place as Lender may from time to time in writing designate, the
principal sum of each Advance made by Lender to Borrower under that certain Amended and Restated
Loan and Security Agreement dated on or about the date of this Amended and Restated Revolving
Credit Note (this “Note”) and as it may be subsequently amended and/or modified (the “Loan
Agreement”) (the Loan Agreement together with all of the other documents, instruments or agreements
executed and/or delivered to Lender in connection therewith, as the same may be modified, amended,
restated or replaced from time to time, are hereinafter collectively referred to as, the “Loan
Documents”). The aggregate unpaid principal balance hereof shall not exceed at any time the sum
of TWELVE MILLION AND 00/100 DOLLARS ($12,000,000.00). Capitalized terms used herein and not
otherwise defined shall have the meaning given such terms in the Loan Documents.



The entire unpaid principal balance hereof, together with the accrued interest thereon and
accrued late charges, if any, and all other sums due hereunder and under the Loan Documents shall
be due and payable IN FULL on the Revolving Credit Termination Date.



Borrower also promises to pay interest to Lender monthly, in arrears, on the first
(1st) day of each month commencing on the first (1st) Banking Day of the
calendar month beginning immediately after the date of this Note on the average daily unpaid
principal balance of this Note until all amounts due and payable to the Lender in connection
herewith are irrevocably paid in full. For purposes of this Note, interest on the principal amount
of this Note shall be at the rate set forth in Section 3.1 of the Loan Agreement, unless otherwise
provided for by the terms of the Loan Agreement.



All repayments or prepayments of principal and payments of interest shall be made by Borrower,
or credited to the account of Borrower by Lender, pursuant to the terms of the Loan Agreement.
Borrower may prepay the indebtedness evidenced by this Note in whole or in part pursuant to, and
subject to, Article 2 of the Loan Agreement and all other applicable provisions of the Loan
Agreement. Any partial prepayments made by the undersigned will be applied against the remaining
unpaid payments due hereunder as provided in the Loan Agreement.



This is the “Revolving Credit Note” referred to in the Loan Agreement and is entitled to the
benefit of all of the terms and conditions and the security of all of the security interests and
liens granted by Borrower or any other person to Lender pursuant to the Loan Agreement or any other
Loan Document including, without limitation, supplemental provisions regarding mandatory and/or
optional prepayment rights and premiums. This Note amends and restates in its entirety, and is
given in replacement of and in substitution for, but not in payment of, an Amended and Restated
Revolving Credit Note dated March 11, 2013 and executed and delivered by Borrower to Lender, as
such note may have been amended from time to time prior to the date hereof.



The entire unpaid indebtedness evidenced hereby shall become immediately due and payable,
without further notice or demand upon the happening of any Event of Default. After an Event of
Default, Lender shall have all of the rights and remedies set forth in the Loan Agreement, the
other Loan Documents and at law.



Whenever any payment to be made under this Note shall be stated to be due on a day other than
a Banking Day, such payment shall be made on the next succeeding Banking Day and such extension of
time shall be included in the computation of any interest then due and payable hereunder.



The undersigned and all other parties who, at any time, may be liable hereon in any capacity
waive presentment, demand for payment, protest and notice of dishonor of this Note. This Note and
any provision hereof may not be waived, modified, amended or discharged orally, but only by an
agreement in writing which is signed by the holder and the party or parties against whom
enforcement of any waiver, change, modification, amendment or discharge is sought.



This Note shall be governed by and construed under the internal laws of the State of New York,
as the same may from time to time be in effect, without regard to principles of conflicts of laws
thereof. This Note shall be binding upon and shall inure to the benefit of the parties, their
successors and assigns. Lender shall have the right, without the necessity of any further consent
or authorization by Borrower, to sell, hypothecate, assign, securitize or grant participations in
all, or a portion of, Lender’s interest in this Note, to other financial institutions of Lender’s
choice and on such terms as are acceptable to Lender in its sole discretion. Borrower shall not
assign, exchange or otherwise hypothecate any rights or obligations under this Note, in whole or in
part, without the prior written consent of the Lender, and any attempted assignment, exchange or
hypothecation without such written consent shall be void and be of no effect.



IN WITNESS WHEREOF, the undersigned has executed this Note the day and year first above
written.



CASTLE BRANDS INC.



	 	 	 	 	 	 	 
	By: /s/ Alfred J. Small
	 	 	 	 
	 
	 	 	 	 
	Name: Alfred J. Small
	 	 	 	 
	 
	 	 	 	 
	Its: CFO

	 	

	 	


	 

	 	 
	 	


	Date: 9/22/14

	 	

	 	


	 

	 	 
	 	


	STATE OF

	 	New York
	 	 	)	 
	 

	 	 
	 	


	
 
	 	 	 	) SS.:

	COUNTY OF

	 	New York
	 	 	)	 
	 

	 	 
	 	








On the       22       day of       September       in the year       2014      , before me, the
undersigned, a notary public in and for said state, personally appeared       Alfred J.
Small      , personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed the instrument.



/s/ Donna M. Hibbert



Notary Public



CASTLE BRANDS (USA) CORP.



	 	 	 	 	 	 	 
	By: /s/ Alfred J. Small
	 	 	 	 
	 
	 	 	 	 
	Name: Alfred J. Small
	 	 	 	 
	 
	 	 	 	 
	Its: CFO

	 	

	 	


	 

	 	 
	 	


	Date: 9/22/14

	 	

	 	


	 

	 	 
	 	


	STATE OF

	 	New York
	 	 	)	 
	 

	 	 
	 	


	
 
	 	 	 	) SS.:

	COUNTY OF

	 	New York
	 	 	)	 
	 

	 	 
	 	








On the       22 day of       September       in the year       2014      , before me, the
undersigned, a notary public in and for said state, personally appeared       Alfred J.
Small      , personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her capacity, and that by his/her signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed the instrument.



/s/ Donna M. Hibbert



Notary Public