LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 25th, 2011 • Castle Brands Inc • Beverages • New York
This LOAN AND SECURITY AGREEMENT (together with all Schedules and Exhibits hereto, this “Agreement”) between KELTIC FINANCIAL PARTNERS II, LP, a Delaware limited partnership (“Lender”) and 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”), is dated the date of execution by Lender on the signature page of this Agreement (the “Effective Date”).
VALIDITY AND SUPPORT AGREEMENTValidity and Support Agreement • August 25th, 2011 • Castle Brands Inc • Beverages • New York
Pursuant to a Loan and Security Agreement between Lender and 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”) (“Borrower”) dated on or about the date hereof (the “Loan Agreement”), by one or more revolving notes and/or term notes (the “Senior Notes”), and other documents, instruments and agreements executed and/or delivered to Lender in connection therewith (collectively, the “Loan Documents”), Lender is, and after the date of this validity and support agreement (the “Agreement”) will be, extending credit to Borrower. Capitalized terms used in this Agreement that are not defined herein shall have the meanings given such terms in the Loan Documents.
SUBORDINATION AGREEMENTSubordination Agreement • August 25th, 2011 • Castle Brands Inc • Beverages • New York
THIS SUBORDINATION AGREEMENT is made as of August 19, 2011 by and between KELTIC FINANCIAL PARTNERS II, LP, a Delaware limited partnership (“Senior Creditor”), CASTLE BRANDS, INC., a corporation organized under the laws of the State of Florida (“Borrower”) and each of the parties executing this Agreement as a “Junior Creditor” (individually and collectively, “Junior Creditor”).
REVOLVING CREDIT NOTECredit Note • August 25th, 2011 • Castle Brands Inc • Beverages
FOR VALUE RECEIVED, CASTLE BRANDS INC., a corporation organized under the laws of the State of Florida, and CASTLE BRANDS (USA) CORP., a corporation organized under the laws of the State of Delaware (collectively, “Borrower”), jointly and severally promise to pay to the order of KELTIC FINANCIAL PARTNERS II, 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 Loan and Security Agreement dated on or about the date hereof between Borrower and Lender (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 Five Million and 00/100 Dollars ($5,000,000.00). Unless defined herein, capitalized terms
