EX-10.1






REAFFIRMATION AGREEMENT




THIS REAFFIRMATION AGREEMENT (this “Agreement”) is made as of March 11, 2013, by the
undersigned in favor of KELTIC FINANCIAL PARTNERS II, LP (“Lender”).



RECITALS:



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 KELTIC FINANCIAL PARTNERS II, LP, a Delaware
limited partnership (“Lender”), are parties to a Loan and Security Agreement dated as of August 19,
2011, as amended by a First Amendment dated as of July 23, 2012 (together, the “Credit Agreement”),
in connection with which Borrower delivered an Amended and Restated Revolving Credit Note dated
July 23, 2012 in a maximum principal amount of $7,000,000 (the “Revolving Credit Note”), and other
agreements, documents and instruments in connection therewith.



Pursuant to the terms of the Loan Documents, Lender has extended a “Revolving Credit” to Borrower
in a maximum principal amount of $7,000,000. Borrower has requested that Lender increase the
principal amount of the Revolving Credit by $1,000,000, with a resulting maximum principal amount
of $8,000,000, and provide a Term Loan in the amount of $2,500,000 in connection with the
acquisition of specified inventory by Borrower. The Credit Agreement, the Revolving Credit Note,
the “Second Amendment Documents” (defined below), 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”.



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.



Lender has agreed to increase the principal amount of the Revolving Credit by $1,000,000, with a
resulting maximum principal amount of $8,000,000, and provide a Term Loan in the amount of
$2,500,000 in connection with the acquisition of specified inventory by Borrower, pursuant to a
Second Amendment to the Credit Agreement and the other agreements, documents and instruments
relating thereto (collectively, the “Second Amendment Documents”), subject to and conditioned on
the execution and delivery of this Agreement by the undersigned to Lender.



1



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 Loan Documents, the Borrower hereby reaffirms to
the Lender and ratifies its obligations under the Loan Documents (collectively, the “Keltic
Obligations”), including, specifically, Second Amendment 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 hereby
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
reaffirms to the 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 (collectively, the “Validity Documents”), and hereby further ratifies and confirms that
each of the Validity Documents executed and/or delivered to Lender shall remain in full force and
effect.



3. 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.



4. 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.



5. 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.



6. This Agreement shall be binding upon the parties hereto, their successors, permitted
assigns, heirs and legal representatives.



7. 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.



8. 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.



9. 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.



	 	 	 
	By:

	 	/s/ Alfred J. Small
	 

	 	 
	Name:

	 	Alfred J. Small
	
 
	 	 
	Its:

	 	Chief Financial Officer
	 

	 	 
	Date:

	 	March 11, 2013
	 

	 	 






CASTLE BRANDS (USA) CORP.



	 	 	 
	By:/s/ Alfred J. Small

	 	

	 

	 	

	Name:Alfred J. Small

	 	

	 

	 	

	Its:Chief Financial Officer

	 	

	 

	 	

	Date:March 11, 2013

	 	

	 

	 	

	VALIDITY PARTIES:

	 	

	/s/ Alfred J. Small

	 	/s/ John Glover
	 

	 	 
	ALFRED SMALL

	 	JOHN GLOVER
	/s/ Michael Becker

	 	/s/ T. Kelley Spillane
	 

	 	 
	MICHAEL BECKER

	 	T. KELLEY SPILLANE







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