Exhibit 10.1


 


[Bank of America letterhead]


 


April 16, 2021


 


Summer Infant, Inc.


1275 Park East Drive


Woonsocket, RI 02895


		Attn:	Bruce Meier



Chief Financial Officer


 


		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 (e) of the definition
of “Eligible Account” in the Loan Agreement limits the maximum percentage of Accounts owing from the Wal-Mart Companies to
35% of the aggregate Eligible Accounts. The Borrowers have requested, and the Agent and Lender hereby agree that, during the period from
March 31, 2021 through July 31, 2021, the maximum percentage of Accounts owing from the Wal-Mart Companies that may be included
as “Eligible Accounts” under the Loan Agreement shall be increased from 35% to 45%; provided that on August 1, 2021,
the maximum percentage of Accounts owing from the Wal- Mart Companies that may be included as “Eligible Accounts” under the
Loan Agreement shall automatically be reduced back to 35%.


 


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.


 






     


     


    

 


Summer Infant, Inc.


April 16, 2021


Page 2


 


Please confirm your agreement
to the foregoing matters by counter-signing a copy of this Letter in the space provided therefor below and thereafter returning a fully
executed copy hereof to the undersigned at your earliest opportunity.


 


	 	Yours etc.,
	 	 
	 	BANK OF AMERICA, N.A.,
	 	as Agent and Lender
	 	 
	 	By	/s/ Cynthia G. Stannard
	 	 	Name:	Cynthia G. Stannard
	 	 	Title:	Senior Vice President


 


	BORROWERS:	 
	 	 
	SUMMER INFANT, INC.	 
	 	 
	 	 
	By:	/s/ Bruce Meier	 
	 	Name:	Bruce Meier	 
	 	Title:	Interim Chief Financial Officer	 
	 	 
	SUMMER INFANT (USA), INC.	 
	 	 
	 	 
	By:	/s/ Bruce Meier	 
	 	Name:	Bruce Meier	 
	 	Title: 	Chief Financial Officer	 
	 	 
	 	 
	GUARANTORS:	 
	 	 
	SUMMER INFANT CANADA, LIMITED	 
	 	 
	 	 
	By:	/s/ Bruce Meier	 
	 	Name:	Bruce Meier	 
	 	Title:	Chief Financial Officer	 
	 	 
	 	 
	SUMMER INFANT EUROPE LIMITED	 
	 	 
	 	 
	By:	/s/ Bruce Meier	 
	 	Name:	Bruce Meier	 
	 	Title:	Chief Financial Officer