September 22, 2021
Summer Infant, Inc.
1275 Park East Drive
Woonsocket, RI 02895
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Attn: | Bruce Meier | |
| Chief Financial Officer | |
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| Re: | Third Amended and Restated Loan and Security Agreement | |
Dear Mr. Meier:
Reference is hereby made to the Third Amended and Restated Loan and Security Agreement dated as of October 15, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), by and among Summer Infant, Inc. and Summer Infant (USA), Inc., as “Borrowers” (the “Borrowers”), the guarantors from time to time party thereto (the “Guarantors”, and together with the Borrowers, the “Obligors”), Bank of America, N.A., as the sole lender (the “Lender”), and Bank of America in its capacity as “Agent” for the Lenders from time to time party to Loan Agreement (in such capacity, the “Agent”). Capitalized terms used herein without definition that are defined in the Loan Agreement shall have the meanings ascribed to such terms in the Loan Agreement.
Clause (i) of the proviso to the definition of “Revolver Borrowing Base” in the Loan Agreement limits the maximum portion of the Revolver Borrowing Base that is attributable to Eligible In-Transit Inventory (after giving effect to the Inventory Formula Amount) to $7,000,000. The Borrowers have requested, and the Agent and Lender hereby agree that, during the period from September 14, 2021 through December 31, 2021, the maximum portion of the Revolver Borrowing Base that is attributable to Eligible In-Transit Inventory (after giving effect to the Inventory Formula Amount) shall be increased from $7,000,000 to $11,000,000; provided that on January 1, 2022, the maximum portion of the Revolver Borrowing Base that is attributable to Eligible In-Transit Inventory (after giving effect to the Inventory Formula Amount) shall automatically be reduced back to $7,000,000. For the avoidance of doubt, the maximum portion of the FILO Borrowing Base that is attributable to Eligible In-Transit Inventory (after giving effect to the Applicable FILO Inventory Advance Percentage) shall remain at $1,000,000.
By their acknowledgment below, the Obligors (a) hereby represent, warrant and confirm that (i) all representations and warranties of the Obligors in the Loan Agreement and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as if made on such date (except to the extent that such representations and warranties expressly relate to or are stated to have been made as of an earlier date, in which case, such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date), and (ii) no Default or Event of Default has occurred and is continuing, and (b) hereby ratify and confirm all of the terms and provisions of the Loan Agreement and the other Loan Documents, and agree that all of such terms and provisions remain in full force and effect.
