EXHIBIT 10.7


 


CERTAIN CONFIDENTIAL INFORMATION CONTAINED
IN THIS EXHIBIT, MARKED BY [***], HAS BEEN OMITTED PURSUANT TO REGULATION S-K, ITEM 601(b)(10) BECAUSE IT IS NOT MATERIAL AND WOULD
LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.







 


AMENDMENT NO. 5 TO


SECOND AMENDED AND RESTATED LOAN AND
SECURITY AGREEMENT


 


This AMENDMENT NO 5
TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of April 29, 2020
by and among SUMMER INFANT, INC. and SUMMER INFANT (USA), INC., as “Borrowers” under the Loan Agreement
referenced below (“Borrowers”), the guarantors from time to time party to the Loan Agreement referenced below
(“Guarantors”, and together with Borrowers, “Obligors”), BANK OF AMERICA, N.A., in
its capacity as the sole existing “Lender” under the Loan Agreement referenced below (“Sole Lender”),
and BANK OF AMERICA, N.A., in its capacity as “Agent” for the Lenders under the Loan Agreement referenced below
(“Agent”).


 


R
E C I T A L S:


 


WHEREAS, reference
is made to that certain Second Amended and Restated Loan and Security Agreement dated as of June 28, 2018, as previously amended,
by and among Obligors, Sole Lender and Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”),
pursuant to which Agent and Sole Lender have made certain loans and financial accommodations available to the Borrowers;


 


WHEREAS, Obligors have
requested that Agent and Sole Lender agree, and Agent and Sole have agreed, to amend the Loan Agreement and the other Loan Documents
on the terms and subject to satisfaction of the conditions set forth in this Amendment; and


 


WHEREAS, each Obligor
is entering into this Amendment with the understanding and agreement that, except as specifically provided herein, none of Agent’s
or any Lender’s rights or remedies as set forth in the Loan Agreement and the other Loan Documents are being waived or modified
by the terms of this Amendment.


 


NOW, THEREFORE, for
and in consideration of the premises and mutual agreements and covenants herein contained and for the purposes of setting forth
the terms and conditions of this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties, intending to be bound, hereby agree as follows:


 


AGREEMENT


 


1.       Capitalized
Terms. Capitalized terms used herein which are defined in the Loan Agreement have the same meanings herein as therein,
except to the extent such terms are amended hereby.


 


2.       Acknowledgements
and Stipulations. In order to induce Agent and Sole Lender to enter into this Amendment,
each Obligor acknowledges, stipulates and agrees that:


 


(a)               
Recitals True and Correct. Each of the Recitals contained at the beginning of this Amendment is true and correct;


 


(b)               
Obligations Outstanding. Obligors hereby acknowledge and agree that, in accordance with the terms and conditions
of the Loan Documents, each Obligor is liable to Agent and Lenders for all of the Obligations, including, without limitation, (a)
for all principal and accrued interest owed under the Loan Documents, whether now due or hereafter accruing; and (b) for all fees,
and all Extraordinary Expenses (including reasonable attorneys’ fees and expenses) heretofore or hereafter incurred by Agent
and/or any Lender in connection with the protection, preservation, and enforcement by Agent and Lenders of its/their rights and
remedies under the Loan Documents and/or this Amendment, including, without limitation, the negotiation and preparation of this
Amendment, and any of the other documents, instruments or agreements executed in connection therewith;


 






     


     


    

 


(c)               
No Defense or Counterclaim. All of the Loans and other Obligations are not subject to any defense, deduction, offset
or counterclaim by Obligors to Lenders (and, to the extent any Obligor had any such defense, deduction, offset or counterclaim
on the date hereof, the same is hereby waived by each such Obligor in accordance with Section 8 below);


 


(d)               
Loan Documents Binding and Enforceable. The Loan Documents executed by Obligors are legal, valid and binding obligations
enforceable against each Obligor in accordance with their respective terms, except as enforceability may be limited by bankruptcy,
insolvency or similar laws affecting the enforcement of creditors’ rights generally;


 


(e)               
Liens Valid. The Liens granted by Obligors to Agent, for the benefit of itself and the Lenders, in the Collateral
are valid and duly perfected, first-priority liens, subject only to any Permitted Encumbrances;


 


(f)                
Security Interest Ratification. Each Obligor hereby ratifies, confirms and reaffirms that all security interests
and Liens granted pursuant to the Loan Documents secure and shall continue to secure the payment and performance of all of the
Obligations and liabilities pursuant to the Loan Documents, whether now existing or hereafter arising; and


 


(g)               
Legal Counsel. Prior to executing this Amendment, Obligors consulted with and had the benefit of advice of legal
counsel of its/their own selection and has relied upon the advice of such counsel, and in no part upon the representations of Agent
or Sole Lender, or any counsel to Agent or Sole Lender, concerning the legal effects of this Amendment or any provision hereof.


 


3.       Amendments
to the Loan Agreement.


 


(a)               
Section 1.1 of the Loan Agreement is hereby amended as follows:


 


1)                 
The definition of “Applicable Margin or Applicable Unused Line Fee Rate” in Section 1.1 of the Loan Agreement
is hereby amended and restated as follows:


 


“Applicable Margin
or Applicable Unused Line Fee Rate: with respect to any Type of Loan, the margin set forth below, or with respect to the unused
line fees payable under Section 3.2.1, the rate per annum set forth below, in each case, as determined for the most recently
ended Fiscal Quarter:


 


	





Level





	 	 	

Average Quarterly


Availability





	 	 	Base Rate

 Revolver 

Loans	 	 	LIBOR

 Revolver

 Loans	 	 	Applicable 

Unused Line

 Fee Rate	 
	 	I	 	 	 	>$30,000,000	 	 	 	2.25	%	 	 	3.25	%	 	 	0.50	%
	 	II	 	 	 	<$30,000,000	 	 	 	2.50	%	 	 	3.50	%	 	 	0.50	%




  






    2


     


    

 


Until Agent shall have received
the Revolver Borrowing Base Certificates for each week through the week ending May 16, 2020, the Applicable Margin and the Applicable
Unused Line Fee Rate shall be determined as if Level II were applicable. Thereafter, the Applicable Margin and the Applicable Unused
Line Fee Rate shall be determined based upon Average Quarterly Availability for each Fiscal Quarter as determined by Agent based
upon the Revolver Borrowing Base Certificates delivered pursuant to Section 8.1 for each week during such Fiscal Quarter,
which determination shall be effective on the first day of the calendar month after receipt by Agent of the Revolver Borrowing
Base Certificate for the last week in such Fiscal Quarter. If any financial statement, Revolver Borrowing Base Certificate, Term
Loan Borrowing Base Certificate or Compliance Certificate due in the preceding month has not been received, then, at the option
of Agent or Required Lenders, the Applicable Margin and the Applicable Unused Line Fee Rate shall be determined as if Level II
were applicable, from such day until the first day of the calendar month following actual receipt.”


 


2)                 
The definition of “LIBOR” is hereby amended and restated as follows:


 


“LIBOR:
the per annum rate of interest (rounded up to the nearest 1/8th of 1% and in no event less than zero) determined by Agent at or
about 11:00 a.m. (London time) two Business Days prior to an interest period, for a term equivalent to such period, equal to the
London Interbank Offered Rate, or comparable or successor rate approved by Agent, as published on the applicable Reuters screen
page (or other commercially available source designated by Agent from time to time); provided, that any comparable or successor
rate shall be applied by Agent, if administratively feasible, in a manner consistent with market practice; and provided further,
that in no event shall LIBOR be less than 0.75%.”


 






    3


     


    

 


(b)               
Section 10.3.2 of the Loan Agreement is hereby amended by deleting the chart set forth in such Section in its entirety
and replacing such chart with the following:


 


	 	Three
Fiscal Month Period	 	Minimum Net Sales
	 	 	 	 
	 	January - March 2020	 	$[***]
	 	February – April 2020	 	$[***]
	 	March – May 2020	 	$[***]
	 	April – June 2020	 	$[***]
	 	May – July 2020	 	$[***]
	 	June - August 2020	 	$[***]
	 	July – September 2020	 	$[***]
	 	August – October 2020	 	$[***]
	 	September – November 2020	 	$[***]
	 	October – December 2020	 	$[***]



 


(c)               
Section 10.3.3 of the Loan Agreement is hereby amended by deleting the chart set forth in such Section in its entirety
and replacing such chart with the following:


 


	 	Trailing Twelve Month Period Ending	 	Minimum EBITDA
	 	 	 	 
	 	March 28, 2020	 	$[***]
	 	April 30, 2020	 	$[***]
	 	May 29, 2020	 	$[***]
	 	June 30, 2020	 	$[***]
	 	July 31, 2020	 	$[***]
	 	August 31, 2020	 	$[***]
	 	September 30, 2020	 	$[***]
	 	October 30, 2020	 	$[***]
	 	November 30, 2020	 	$[***]
	 	December 31, 2020	 	$[***]



 






    4


     


    

 


4.       Amendment
Fee. For the accommodations reflected in this Amendment, Borrowers shall pay to Agent, for the benefit of itself and Sole
Lender, a one-time amendment fee in an amount equal to $12,000.00 (the “Amendment Fee”). Borrowers agree that
such Amendment Fee shall be shall be fully earned by Agent and Sole Lender on the date hereof and payable by Borrowers to Agent
and Sole Lender upon the earliest to occur of (i) a ‎sale or merger of the Borrowers and/or a sale of a material portion of
the Borrowers’ assets, (ii) the repayment in full of the Revolver Loans and the termination of the Revolver Commitments and
(iii) the ‎occurrence of a Default or Event of Default‎. The Amendment Fee is in addition to any other fee set forth in
the Loan Documents and shall not be refundable for any reason whatsoever.


 


5.       Consent
to Term Loan Agreement Amendment. Agent and Sole Lender hereby consent to the execution and delivery of that certain Letter
Agreement dated as of the date hereof by and among Obligors, the lenders party thereto, and the Term Loan Agent (the “Term
Loan Agreement Amendment”), and the amendments to the Term Loan Agreement set forth therein. The consent of Agent and
Sole Lender to the Term Loan Agreement Amendment shall also constitute requisite consent under Section 5.2(b) of the Intercreditor
Agreement, to the amendments to the Term Loan Agreement described in the Term Loan Agreement Amendment.


 


6.       No
Default; Representations and Warranties, Etc. Obligors hereby represent, warrant and confirm that: (a) after giving effect
to this Amendment, all representations and warranties of 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); (b) after giving effect to this
Amendment, no Default or Event of Default has occurred and is continuing; and (c) the execution, delivery and performance by Obligors
of this Amendment and all other documents, instruments and agreements executed and delivered in connection herewith or therewith
(i) have been duly authorized by all necessary action on the part of Obligors (including any necessary shareholder consents or
approvals), (ii) do not violate, conflict with or result in a default under and will not violate or conflict with or result in
a default under any applicable law or regulation, any term or provision of the organizational documents of any Obligor or any term
or provision of any material indenture, agreement or other instrument binding on any Obligor or any of its assets, and (iii) do
not require the consent of any Person which has not been obtained.


 


7.       Ratification
and Confirmation. Obligors 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, as amended hereby, remain in full force and effect. Without limiting
the generality of the foregoing, Obligors hereby acknowledge and confirm that all of the “Obligations” under and as
defined in the Loan Agreement are valid and enforceable and are secured by and entitled to the benefits of the Loan Agreement and
the other Loan Documents, and Obligors hereby ratify and confirm the grant of the liens and security interests in the Collateral
in favor of Agent, for the benefit of itself and Lenders, pursuant to the Loan Agreement and the other Loan Documents, as security
for the Obligations.


 






    5


     


    

 


8.       Waiver;
Release. To induce Agent and Sole Lender to enter into this Amendment, including providing the waivers provided for herein,
and for other good and valuable consideration, each Obligor hereby forever waives, relieves, releases, and forever discharges Agent
and Sole Lender, together with its respective present or former employees, officers, directors, agents, representatives, attorneys,
and each of them, from any and all claims, debts, liabilities, demands, obligations, promises, acts, agreements, costs and expenses,
actions and causes of action, of every type, kind, nature, description or character whatsoever, whether known or unknown, suspected
or unsuspected, absolute or contingent, arising out of or in any manner whatsoever connected with or related to facts, circumstances,
issues, controversies or claims, or by reason of any matter, cause or anything whatsoever existing or arising from the beginning
of time through and including the date of execution of this Amendment relating to or arising out of the Loan Agreement and any
of the Loan Documents or otherwise, including, without limitation, any actual or alleged act or omission of or on behalf of Agent
and/or Sole Lender with respect to the Loan Documents and any security interest, Liens or Collateral in connection therewith, or
the enforcement of any of Agent and/or Sole Lender’s rights or remedies thereunder (collectively “Released Claims”).
Without limiting the foregoing, the Released Claims shall include any and all liabilities or claims arising out of or in any manner
whatsoever connected with or related to the Loan Agreement and the other Loan Documents, this Amendment, the Recitals hereto, any
instruments, agreements or documents executed in connection with any of the foregoing, and/or the origination, negotiation, administration,
servicing and/or enforcement of any of the foregoing.


 


(a)               
By entering into this release, each Obligor recognizes that no facts or representations are ever absolutely certain and
it may hereafter discover facts in addition to or different from those which it presently knows or believes to be true, but that
it is the intention of each Obligor hereby to fully, finally and forever settle and release all matters, disputes and differences,
known or unknown, suspected or unsuspected; accordingly, if any Obligor should subsequently discover that any fact that it relied
upon in entering into this release was untrue, or that any understanding of the facts was incorrect, no Obligor shall be entitled
to set aside this release by reason thereof, regardless of any claim of mistake of fact or law or any other circumstances whatsoever.
Each Borrower acknowledges that it is not relying upon and has not relied upon any representation or statement made by Agent or
Sole Lender with respect to the facts underlying this release or with regard to any of such party’s rights or asserted rights.


 


(b)               
This release may be pleaded as a full and complete defense and/or as a cross-complaint or counterclaim against any action,
suit, or other proceeding that may be instituted, prosecuted or attempted in breach of this release. Each Obligor acknowledges
that the release(s) contained herein constitute(s) a material inducement to Agent and Sole Lender to enter into this Amendment,
and that Agent and Sole Lender would not have done so but for Agent’s and Sole Lenders’ expectation that such release(s)
is valid and enforceable in all events.


 


(c)               
Each Obligor hereby represents and warrants to Agent and Sole Lender, and Agent and Sole Lenders are relying thereon, as
follows:


 


i.            
Except as expressly stated in this Amendment, neither Agent nor Sole Lender nor any other agent, employee or representative
of Agent and/or Sole Lender, has made any statement or representation to any Obligor regarding any fact relied upon by such Obligor
in entering into this Amendment;


 


ii.            
Each Obligor has made such investigation of the facts pertaining to this Amendment and all of the matters appertaining thereto,
as it deems necessary;


 


iii.          
The terms of this Amendment are contractual and not a mere recital; and


 






    6


     


    

 


iv.          
This Amendment has been carefully read by each Obligor, the contents hereof are known and understood by each such Obligor,
and this Amendment is signed freely, and without duress, by any Obligor.


 


(d)               
Each Obligor further represents and warrants that it is the sole and lawful owner of all right, title and interest in and
to every claim and every other matter which it releases herein, and that it has not heretofore assigned or transferred, or purported
to assign or transfer, to any person, firm or entity any claims or other matters herein released. Each Obligor shall indemnify
Agent and Sole Lender, and defend and hold it/them harmless from and against all claims based upon or arising in connection with
prior assignments or purported assignments or transfers of any claims or matters released herein.


 


9.         Expenses
of Agent and Sole Lender. Borrowers agree to pay, on demand, all reasonable costs and expenses incurred by Agent
and Sole Lender in connection with the preparation, negotiation and execution of this Amendment and any other Loan Documents executed
pursuant hereto and any and all agreements, amendments, modifications, and supplements to the Loan Agreement, including, without
limitation, the reasonable fees of Agent’s and Sole Lenders’ legal counsel and any taxes or expenses associated with
or incurred in connection with any instrument or agreement referred to herein or contemplated hereby. Each Borrower acknowledges
that Agent and Sole Lender may charge any and all such reasonable fees, costs and expenses to Borrowers’ Loan Account in
accordance with the Loan Agreement, and Agent and Sole Lender agree to promptly provide all invoices to Borrowers related to such
fees, costs and expenses after charging the Loan Account therefor.


 


10.       Conditions
to Effectiveness of Amendment. This Amendment shall become effective as of the date when, and only when, each of the following
conditions precedent shall have been satisfied or waived in writing by Agent (such date being defined as the “Effective
Date”):


 


(a)               
Agent shall have received counterparts to this Amendment, duly executed by Agent, Sole Lender, and Obligors; and


 


(b)               
Agent shall have received a true and complete copy of the fully executed Term Loan Agreement Amendment.


 


11.       Reservation
of Rights. This Amendment shall be limited precisely as written and, except as expressly set forth herein, neither the
fact of Agent and Sole Lender’s agreement to enter into this Amendment nor any other term or provisions herein shall, or
shall be deemed or construed to, (i) be a consent to any forbearance, waiver, amendment or modification of any term, provision
or condition of the Loan Documents, (ii) affect, impair, operate as a waiver of, or prejudice any right, power or remedy which
Agent and Sole Lender may now or hereafter have pursuant to the Loan Documents or any other document, agreement, security agreement
or instrument executed in connection with or related to the Loan Documents, or at law or in equity or by statute including, without
limitation, with regard to any existing or hereafter arising Event of Default, (iii) impose upon Agent or Sole Lender any obligation,
express or implied, to consent to any amendment or further modification of the Loan Documents, or (iv) be a consent to any waiver
of any existing Event of Default. Agent and Sole Lender each hereby expressly reserves all rights, powers and remedies specifically
given to it under the Loan Documents or now or hereafter existing at law, in equity or by statute.


 


12.       Miscellaneous.


 


(a)               
Further Assurances.
The Obligors shall take such further actions, and execute and deliver to Agent and Lenders such additional assignments, agreements,
supplements, powers and instruments, as Agent and/or Lenders may deem necessary or appropriate, wherever required by law, in order
to perfect, preserve and protect the security interest in the Collateral and the rights and interests granted to Agent and Lenders
under the Loan Agreement and the other Loan Documents, or to permit Agent and Lenders to exercise and enforce their rights, powers
and remedies with respect to any Collateral. Without limiting the generality of the foregoing, but subject to applicable law, the
Obligors shall make, execute endorse, acknowledge, file or refile and/or deliver to Agent from time to time upon request such lists,
descriptions and designations of the Collateral, copies of warehouse receipts, receipts in the nature of warehouse receipts, bills
of lading, documents of title, vouchers, invoices, schedules confirmatory assignments, supplements, additional security agreements,
conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports, and other assurances or instruments.


 






    7


     


    

 


(b)               
Full Force and Effect; Entire Agreement.
Except to the extent expressly provided in this Amendment, the terms and conditions of the Loan Agreement and each other Loan Document
shall remain in full force and effect. This Amendment, the Loan Agreement and the other Loan Documents constitute and contain the
entire agreement of the parties hereto and supersede any and all prior agreements, negotiations, correspondence, understandings
and communications between the parties, whether written or oral, respecting the subject matter hereof.


 


(c)               
Non-Waiver. Except as specifically provided
herein, none of this Amendment or Agent’s and/or any Lender’s continued making of Term Loans or other extensions of
credit at any time extended to Borrowers in accordance with this Amendment, the Loan Agreement, and the other Loan Documents shall
be deemed a waiver of or consent to any Default or Event of Default. Obligors agree that any such Default and/or Event of Default,
if any, shall not be deemed to have been waived, released or cured by virtue of Term Loans or other extensions of credit at any
time extended to Borrowers, or by Agent’s and/or Sole Lender’s agreements provided for herein. Nothing in this Amendment
shall restrict Agent’s or Sole Lender’s ability to take or refrain from taking or exercise any right that may exist
under the Loan Documents.


 


(d)               
Counterparts. This Amendment may be executed
in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts
taken together shall constitute but one and the same instrument. Delivery of an executed counterpart of this Amendment by telecopier,
pdf or by other electronic means acceptable to Agent (including, without limitation, by electronic signature to the extent acceptable
to Agent) shall be equally as effective as delivery of an original executed counterpart of this Amendment. Any party delivering
an executed counterpart of this Amendment by telecopier, pdf or other electronic means (including by electronic signature) shall
also deliver an original executed counterpart of this Amendment but the failure to deliver an original executed counterpart shall
not affect the validity, enforceability, and binding effect of this Amendment.


 


(e)               
No Third Parties Benefited.
This Amendment is made and entered into for the sole benefit
of the Obligors, Agent and the Lenders, and their permitted successors and assigns, and except as otherwise expressly provided
in this Amendment, no other Person shall be a direct or indirect legal beneficiary of, or have any direct or indirect cause of
action or claim in connection with, this Amendment.


 


(f)                
Governing Law.
THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE
OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT
OF LAW PRINCIPLES THEREOF (BUT INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).


 


(g)               
Severability.
In case any provision in or obligation under this Amendment
shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions
or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.


 






    8


     


    

 


(h)               
Jury Trial Waiver.
BORROWERS, GUARANTORS, AGENT AND SOLE LENDER EACH HEREBY WAIVE ANY RIGHT
TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AMENDMENT OR ANY OF THE OTHER LOAN DOCUMENTS
OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES TO THIS AMENDMENT IN RESPECT OF THIS AMENDMENT
OR THE OTHER LOAN DOCUMENTS OR THE RELATED TRANSACTIONS, INCLUDING, WITHOUT LIMITATION, THE OBLIGATIONS OF BORROWERS, THE COLLATERAL,
OR ANY INSTRUMENT OR DOCUMENT DELIVERED PURSUANT TO THIS AMENDMENT, OR THE VALIDITY, PROTECTION, INTERPRETATION, ADMINISTRATION,
COLLECTION OR ENFORCEMENT OF THIS AMENDMENT OR ANY OF THE OTHER LOAN DOCUMENTS, WHETHER NOW EXISTING OR HEREAFTER ARISING, WHETHER
IN CONTRACT, TORT, EQUITY OR OTHERWISE. BORROWERS, GUARANTORS, AGENT AND SOLE LENDER EACH HEREBY AGREES THAT ANY SUCH CLAIM, DEMAND,
ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT SUCH OBLIGOR PARTY OR LENDER MAY FILE AN ORIGINAL
COUNTERPART OF THIS AMENDMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE WAIVER OF THEIR RIGHT TO
A TRIAL BY JURY.


 


(i)                
Loan Document. This Amendment shall be
deemed to be a Loan Document for all purposes.


  


[Remainder of page intentionally left
blank]


[Signatures begin on the following page]


 






    9


     


    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Amendment which shall be deemed to be a sealed instrument as of the date first above written.


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



 





[Signature Page to Amendment No. 5 to Second Amended and Restated Loan and Security Agreement] 






     


     


    

 


	 	AGENT:
	 	 
	 	BANK OF AMERICA, N.A.,
	 	as Agent
	 	 
	 	By	/s/ Cynthia Stannard
	 	 	Name:  Cynthia Stannard
	 	 	Title:    Senior Vice President
	 	 
	 	LENDER:
	 	 
	 	BANK OF AMERICA, N.A.,
	 	as Sole Lender
	 	 
	 	By	/s/ Cynthia Stannard
	 	 	Name:  Cynthia Stannard
	 	 	Title:    Senior Vice President



 





[Signature Page to Amendment No. 5 to Second Amended and Restated Loan and Security Agreement]