Exhibit 10.48
FIRST AMENDMENT TO COLLATERAL AGREEMENT
(MHW, LTD.)
THIS FIRST AMENDMENT TO COLLATERAL AGREEMENT (this "AMENDMENT"), dated
effective as of August 15, 2005, between MHW, LTD, a New York corporation,
having an office at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (together with
its successors and/or assigns, "COLLATERAL AGENT"), CASTLE BRANDS (USA) CORP., a
Delaware corporation, with its principal place of business located at ▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ("CB-US") and JPMORGAN CHASE
BANK, a New York corporation,, having an address at ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (together with its successors and assigns, "TRUSTEE").
WITNESSETH:
WHEREAS, CB-US and the Trustee, joined by the Collateral Agent, have
heretofore entered into a Trust Indenture dated as June 1, 2004 (the "ORIGINAL
INDENTURE") authorizing the issuance of up to Five Million Dollars ($5,000,000)
of the Issuer's 8% Senior Secured Notes, Series 2004, due May 31, 2007 (the
"ORIGINAL NOTES");
WHEREAS, CB-US has heretofore issued Four Million Six Hundred Sixty
Thousand Dollars ($4,660,000) of Original Notes;
WHEREAS, CB-US desires to amend the terms of the Original Notes (i) to
extend the maturity date from May 31, 2007 to May 31, 2009, and (ii) to increase
the interest rate payable on the Original Notes from eight percent (8%) to nine
percent (9%) (hereinafter referred to as the "AMENDED NOTES");
WHEREAS, CB-US desires to amend the terms of the Original Indenture
(i) to authorize a maximum of Ten Million Dollars ($10,000,000) of Amended Notes
to be issued thereunder (inclusive of the $4,660,000 of outstanding Original
Notes being amended hereby) and (ii) to amend and restate the Original Indenture
to conform to the terms of the Amended Notes;
WHEREAS, CB-US's obligations under the Original Notes are secured by,
among other things, a Collateral Agreement executed by Collateral Agent and
CB-US and dated as of June 1, 2004 (as may be further amended, supplemented,
modified, restated, renewed or extended from time to time, the "COLLATERAL
AGREEMENT"), covering certain Alcoholic Beverages, Accounts and other assets of
CB-US in the possession or under the control of Collateral Agent, as more
particularly described and as such terms are defined therein;
WHEREAS, Collateral Agent, CB-US and Trustee desire to make certain
modifications to the Collateral Agreement in connection with the issuance of the
Amended Notes; and
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is acknowledged, the parties hereto hereby covenant, agree,
represent and warrant that the Collateral Agreement is hereby amended as
follows:
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1. AMENDMENT: The definition of "OBLIGATIONS" of the Collateral
Agreement is hereby deleted in its entirety and replaced with the following:
"Obligations" shall mean and include the Amended Notes, together with
all loans, advances, debts, liabilities, obligations, covenants and
duties owing by CB-US to Trustee or any Affiliate of Trustee of any
kind or nature, present or future, whether or not evidenced by any
note, guaranty or other instrument, whether arising under this
Agreement the other Secured Notes Documents, the Amended Notes, or
under any agreement or by operation of law, whether or not for the
payment of money, whether arising by reason of an extension of credit
loan, guaranty, indemnification or in any other manner, whether direct
or indirect (including those acquired by assignment), absolute or
contingent, due or to become due, now due or hereafter arising and
however acquired, including, without limitation, all interest,
charges, expenses, commitment, facility, collateral management or
other fees, reasonable attorneys' fees and expenses, and any other sum
chargeable to CB-US under this Agreement, the other Secured Notes
Documents or the Trust Indenture, as amended.
2. NO OTHER AMENDMENTS. Except as expressly amended hereby, the
Collateral Agreement shall remain in full force and effect in accordance with
its terms, without any waiver, amendment or modification of any provision
thereof.
3. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which, when executed and delivered, will be deemed an
original and all of which taken together, will be deemed to be one and the same
instrument.
4. DEFINITIONS. All references herein or in the Secured Notes
Documents to the Collateral Agreement shall be deemed to include the Collateral
Agreement, as modified by this Amendment. Terms used but not otherwise defined
herein shall have the meaning set forth in the Collateral Agreement.
5. SUCCESSORS AND ASSIGNS. The terms and provisions of this Amendment
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors, heirs, and assigns.
6. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their duly authorized representatives, all as of the day and
year first above written.
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COLLATERAL AGENT:
MHW, LTD., a New York corporation
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: President
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CB-US:
CASTLE BRANDS (USA) CORP., a
Delaware corporation
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chairman & CEO
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TRUSTEE:
JPMORGAN CHASE BANK., a New York
corporation
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
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