Exhibit 10.1


 





 


June 1, 2022


 


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 Amazon Companies to 45%
of the aggregate Eligible Accounts. The Borrowers have requested, and the Agent and Lender hereby agree that, during the period from May 28, 2022
through July 2, 2022, the maximum percentage of Accounts owing from the Amazon Companies that may be included as “Eligible
Accounts” under the Loan Agreement shall be increased from 45% to 55%; provided that on July 3, 2022, the maximum percentage
of Accounts owing from the Amazon Companies that may be included as “Eligible Accounts” under the Loan Agreement shall automatically
be reduced back to 45%.


 


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.


 


In consideration of the accommodations
reflected in this letter agreement, Borrowers shall pay to Agent, for the benefit of itself and Sole Lender, a one-time fee in an amount
equal to $5,000 (the “June 2022 Letter Agreement Fee”). Borrowers agree that the June 2022 Letter Agreement
Fee shall be fully earned by the Agent and Sole Lender on the date hereof and payable by Borrowers to the Agent and Sole Lender on the
date hereof. The June 2022 Letter Agreement Fee is in addition to any other fee set forth in the Loan Documents and shall not be
refundable for any reason whatsoever.


 






     


     


    

 


Summer Infant, Inc.


June 1, 2022


Page 2


 


Please confirm your agreement
to the foregoing matters by counter-signing a copy of this letter agreement 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:	 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