EX-4.2






AMENDED AND RESTATED TERM NOTE




September 22, 2014




$4,000,000.00 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”), jointly and severally promise to
pay to the order of ACF FINCO I LP, a Delaware limited partnership (“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 aggregate principal sum advanced to Borrower under this Amended and
Restated Term Note (this “Note”), which aggregate principal amount shall not exceed FOUR MILLION
AND 00/100 DOLLARS ($4,000,000.00) as provided below. Unless defined herein, capitalized terms
shall have the meanings given such terms in the Amended and Restated Loan and Security Agreement
between Borrower and Lender dated on or about the date of this Note (together with all Exhibits and
Schedules thereto, as the same may be subsequently amended, extended, restated or otherwise
modified, the “Loan Agreement”).



For purposes of this Note, a “Tranche” shall mean a portion of the aggregate principal amount
of this Note that is advanced to Borrower in connection with the acquisition by Borrower (other
than in the ordinary course of Borrower’s business) of certain Inventory that has been
satisfactorily identified to Lender in Lender’s sole discretion. Each Tranche may be advanced by
Lender to Borrower on one (1) Banking Day or on a series of Banking Days, as is acceptable to
Lender in Lender’s sole discretion. The name of a Tranche, date of advance of a Tranche, original
principal amount of a Tranche, terms and conditions relating to repayment of principal and payment
of interest with respect to a Tranche and such other information as may be pertinent to a Tranche
shall be set forth in a Schedule attached to, and made a part of, this Note (such Tranche’s
“Tranche Schedule”). Each Tranche shall be subject to the terms and conditions of this Note and
shall be subject to such additional terms and conditions contained in its Tranche Schedule and the
Loan Agreement. Each Tranche Schedule may be added to this Note by Allonge, may be incorporated
into an amendment and restatement of this Note, or may be made a part of this Note by such other
methods as Lender shall agree in its sole discretion.



Notwithstanding anything to the contrary contained in any Tranche Schedule (i) Lender shall
not be required to make any advance of this Note or a Tranche, in whole or in part, following the
occurrence and during the continuation of a Default or Event of Default, and (ii) the entire unpaid
principal balance of this Note, all accrued and unpaid interest thereon, all fees, costs and
expenses payable in connection with the Term Loan, this Note and each Tranche, and all other sums
due hereunder and under the Loan Documents in connection with the Term Loan, shall be due and
payable IN FULL on the earliest to occur of (the “Maturity Date”) (a) June 31, 2019, (b) the date
Lender terminates the Term Loan pursuant to Section 9.2(a) of the Loan Agreement, (c) the date on
which repayment of the Term Loan, or any portion thereof, becomes immediately due and payable
pursuant to Section 9.2(b) of the Loan Agreement, and (d) the Revolving Credit Termination Date.



Borrower shall pay interest on the outstanding principal amount of this Note to Lender until
all Obligations with respect to this Note and the Term Loan have been finally and indefeasibly paid
to Lender in cash and performed in full. Interest shall accrue daily on the daily unpaid principal
amount of this Note, and Borrower shall pay interest to Lender with respect to a Tranche monthly in
arrears commencing on the first Banking Day of the calendar month immediately following the date of
advance of such Tranche and on the first Banking Day of each calendar month thereafter. The
outstanding principal balance of each Tranche shall bear interest at the rate indicated by its
Tranche Schedule.



Notwithstanding anything to the contrary in this Agreement or any other Loan Document, in no
event shall any interest paid to Lender on the Term Loan exceed an amount that would cause the
interest rate on the Term Loan to exceed the maximum rate permitted by applicable law. Any amount
of interest paid to Lender that is finally and irrevocably determined by a court of competent
jurisdiction to exceed the maximum interest payable on the Term Loan under applicable law shall be,
at Lender’s sole discretion, applied to the outstanding principal amount of the Term Loan, any
fees, expenses or other amounts payable hereunder, or returned by Lender to Borrower promptly
thereafter



All repayments or prepayments of principal, all payments of interest and all payments of fees,
costs and expenses payable in connection with the Term Loan 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, the
applicable provisions of the Loan Agreement and Loan Documents. Any partial prepayment of the
principal of this Note will be applied against the remaining unpaid principal payments due
hereunder in the inverse order in which such payments are due.



This is the Note evidencing the “Term Loan” 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, all
collateral security agreements executed and/or delivered by Borrower, and all of the other Loan
Documents 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
Term Note dated August 7, 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 Obligations and Indebtedness evidenced by this Note shall become immediately
due and payable, without further notice to or demand of Borrower upon the happening of any Event of
Default. After an Event of Default, Lender shall have all of the rights and remedies available to
Lender as set forth in the Loan Documents, including but not limited to those relating to the
enforcement of this Note and the collection of the Obligations owing in connection with this Note
and the Term Loan.



The agreements, covenants, Indebtedness, liabilities and Obligations of Borrower set forth in
this Note shall continue to be effective, or be reinstated, as the case may be, if at any time any
payment in respect of the Term Loan is rescinded or must otherwise be restored or returned by
Lender by reason of any bankruptcy, reorganization, arrangement, composition or similar proceeding
or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or
similar officer for, Borrower or any other Person, or any Property of Borrower or any other Person,
or otherwise, all as though such payment had not been made.



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.



The agreements, covenants, Indebtedness, liabilities and Obligations of Borrower under this
Note are joint and several obligations of each of the undersigned. Each of undersigned expressly
represents that it is part of a common enterprise and that any financial accommodations by Lender
under this Note and under the other Loan Documents are and will be of direct and indirect interest,
benefit and advantage to the undersigned.



This Note shall be governed by and construed in accordance with 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 Borrower, its successors and assigns,
and shall inure to the benefit of Lender, its successors and assigns. Lender shall have the right,
without the necessity of any further consent of or other action 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
Lender’s sole discretion. Borrower shall not assign, exchange or otherwise hypothecate any
Obligations under this Note or any other rights, liabilities or obligations of Borrower in
connection with 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 on the day and year first above
written.




CASTLE BRANDS INC.




By:      /s/ Alfred J.
Small—      




	 	 	Name: Alfred J. Small

Title: CFO





	 	 	 	 	 	 	 
	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

Title: CFO





	 	 	 	 	 	 	 
	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