AMENDED AND RESTATED REVOLVING CREDIT NOTERevolving Credit Note • March 14th, 2013 • Castle Brands Inc • Beverages
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 KELTIC FINANCIAL PARTNERS II, 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 Loan and Security Agreement dated as of August 19, 2011, as amended by a First Amendment dated July 23, 2012, and by a Second Amendment dated on or about the date of this Amended and Restated Note and as it may be subsequently amended and/or modified (collectively, the “Loan Agreement”) (the Loan Agreement together with all of the other documents, instruments or agreements executed and/or delivered to Lender in conne
SECOND AMENDMENT TO THE LOAN AND SECURITY AGREEMENT BETWEEN CASTLE BRANDS INC., CASTLE BRANDS (USA) CORP. AND KELTIC FINANCIAL PARTNERS II, LP DATED AS OF AUGUST 19, 2011Loan and Security Agreement • March 14th, 2013 • Castle Brands Inc • Beverages • New York
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 (all of the foregoing, as the same may be amended, restated, or otherwise modified from time to time to be collectively referred to as the “Loan Documents”).
TERM NOTETerm Note • March 14th, 2013 • Castle Brands Inc • Beverages
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 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 TWO MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($2,500,000.00) as provided below. Unless defined herein, capitalized terms shall have the meanings given such terms in the Loan and Security Agreement between Borrower and Lender dated as of August 19, 2011, as amended by a First Amendment dated as of July 23, 2012 and by a Second Amendment dated on or about the date hereof (together with all Exhibits and Schedules thereto, as the same may be
REAFFIRMATION AGREEMENTReaffirmation Agreement • March 14th, 2013 • Castle Brands Inc • Beverages • New York
THIS REAFFIRMATION AGREEMENT (this “Agreement”) is made as of March 11, 2013, by the undersigned in favor of KELTIC FINANCIAL PARTNERS II, LP (“Lender”).
PARTICIPATION AGREEMENTParticipation Agreement • March 14th, 2013 • Castle Brands Inc • Beverages • New York
This Participation Agreement (“Agreement”) is made and entered into this 11th day of March, 2013 (the “Effective Date”) between KELTIC FINANCIAL PARTNERS II, LP, Delaware limited partnership (“Lead Lender”), FROST GAMMA INVESTMENTS TRUST, a trust (“Frost Gamma”), MARK E. ANDREWS, III, an individual (“Andrews”), SUSAN M. LAMPEN, an individual (“Lampen”), MICHAEL S. LIEBOWITZ, an individual (“Liebowitz”), MARIN BLEU INC., a Florida corporation (“Marin”) and CHESTER FRANKLIN ZOELLER III, an individual (“Zoeller”) (Frost Gamma, Andrews, Lampen, Liebowitz, Marin and Zoeller to be individually be referred to as a “Participant”, and collectively as the “Participants”).
