EX-4.2






AMENDED AND RESTATED REVOLVING CREDIT NOTE




August 7, 2015




$19,000,000.00 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”) (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 principal sum of each Advance made by Lender to Borrower under that certain
Amended and Restated Loan and Security Agreement dated as of September 22, 2014 between Borrower
and Lender, as amended by a First Amendment 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”). The aggregate unpaid principal balance hereof shall
not exceed at any time the sum of NINETEEN MILLION AND 00/100 DOLLARS ($19,000,000.00). Unless
defined herein, capitalized terms shall have the meanings given such terms in the Loan Agreement.



The entire unpaid principal balance of this Note, all accrued and unpaid interest thereon, all
fees, costs and expenses payable in connection with the Revolving Credit, and all other sums due
hereunder and under the Loan Documents in connection with the Revolving Credit, shall be due and
payable in cash IN FULL on the 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 Revolving Credit 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 monthly in
arrears commencing on the first Banking Day of the calendar month immediately following the
Effective Date and on the first Banking Day of each calendar month thereafter. The principal
balance of this Note shall bear interest 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, all payments of interest and all payments of fees,
costs and expenses payable in connection with the Revolving Credit 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.



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, 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 repayment of, the Amended and Restated
Revolving Credit Note dated as of September 22, 2014 executed and delivered by Borrower to Lender.



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 Revolving Credit.



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 Revolving Credit 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, 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.



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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       7       day of       August       in the year 2015, 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—

	 	 	 	 	 	 	 	 	 

	STATE OF
	 	New York
	 	 	)	 	 	Name: Alfred J. Small

Title: CFO




	 
	 	 
	 	

	 	


	 	 	 	 	) SS.:
	 	


	COUNTY OF
	 	New York
	 	 	)	 	 	


	 	 	 
	 	

	 	








On the       7       day of       August       in the year 2015, 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




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