EXHIBIT 10.6


 


PATHLIGHT CAPITAL LLC


18 Shipyard Drive, Suite
2C


Hingham, MA 02043


 


March 24, 2020


 


Summer Infant (USA), Inc.


1275 Park East Drive


Woonsocket, RI 02895


Attn: Stuart Noyes, CEO


 


Re:       Loan
Arrangement with Summer Infant, Inc., et al.


 


Reference is made to that certain Term Loan
and Security Agreement, dated as of June 28, 2018 (as amended, restated, supplemented or otherwise modified from time to time,
the “Loan Agreement”), between and among Summer Infant, Inc. and Summer Infant (USA), Inc., as “Borrowers”
(“Borrowers”), the guarantors from time to time party to the Loan Agreement referenced below (“Guarantors”,
and together with Borrowers, “Obligors”), certain financial institutions from time to time party to the Loan
Agreement referenced below (“Lenders”), and Pathlight Capital LLC, in its capacity as “Agent” for
the Lenders under the Loan Agreement referenced below (“Agent”).


 


Reference is further made to that certain
Amendment No 4 to Term Loan and Security Agreement (“Amendment No. 4”), dated as of March 10, 2020, between
and among Borrowers, the other Obligors, Lenders, and Agent. 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.


 


Borrowers, Obligors, Lenders and Agent agree
that anything in Amendment No. 4 to the contrary notwithstanding, effective as of the Fourth Amendment Effective Date the definition
of “IP Advance Rate” is hereby amended and restated by deleting the text thereof in its entirety and substituting
in its place the following:


 


““IP Advance
Rate: means forty-eight and seventy-five one hundredths percent (48.75%); provided, that effective as of the earlier
of (i) the due date for the delivery of the Borrowing Base Certificate for September 2020 (as determined by Section 8.1
hereof), and (ii) the date of delivery of the Borrowing Base Certificate due for September 2020, and continuing monthly thereafter,
the IP Advance Rate shall be reduced by one percent (1.0%) per month from the rate then in effective for the immediately preceding
month.”


 


Except to the extent expressly provided
in this letter, the terms and conditions of the Loan Agreement and each other Loan Document shall remain in full force and effect.
This letter, 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.


 


Further to our discussions,
we ask that the Borrower Agent confirm Borrowers’ agreement to the foregoing matters by countersigning a copy of this letter
in the space provided below and thereafter returning a signed copy to the undersigned at your earliest opportunity.


 






     


     


    

 


Summer Infant (USA), Inc.


Attn: Stuart Noyes, CEO


March 24, 2020


Page 2 of 3




 





This letter shall be deemed to be a Loan
Document for all purposes.


 


Please do not hesitate to contact us with
any questions that you may have.


 


	 	Very truly yours,
	 	 
	 	PATHLIGHT CAPITAL LLC,
	 	as Agent
	 	 
	 	By	 /s/ Kyle Shonak
	 	 	Name:	Kyle Shonak
	 	 	Title:	Managing Director




 


[Signatures continued on the following
page]


 






     


     


    

 


THE FOREGOING IS ACKNOWLEDGED


AND AGREED TO:


 


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