Global Banking & Markets RI1-536-10-01 Providence, RI 02903 December 3, 2020 AstroNova, Inc. West Warwick, RI 02893 Attention: David Smith, Chief Financial Officer Email: dsmith@astronovainc.com Ladies and Gentlemen:
Exhibit 10.2
Global Banking & Markets
RI1-536-10-01
000 Xxxxxxxxxxx Xx
Xxxxxxxxxx, XX 00000
December 3, 2020
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxx Xxxxxxx, XX 00000
Attention: Xxxxx Xxxxx, Chief Financial Officer
Email: xxxxxx@xxxxxxxxxxxx.xxx
Ladies and Gentlemen:
Reference is made to that certain Credit Agreement dated July 30, 2020 (as amended, modified, supplemented or restated from time to time, the “Credit Agreement”) by and among Astronova, Inc., a Rhode Island corporation (the “Borrower”), the Guarantors party thereto from time to time, and Bank of America, N.A. (the “Lender”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement.
The Borrower has requested that the Lender modify the timeline for the completion of the Post-Closing Field Exam as per section 6.16(c) of the Credit Agreement, and modify the Capital Expenditures covenant as per section 7.12 of the Credit Agreement, and the Lender is willing to do so, subject to the terms and conditions set forth herein.
Now, therefore, in consideration of the agreements set forth herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows.
Section 6.16(c) of the Credit Agreement is hereby modified by replacing “within ninety (90) days after the Closing Date (or such later date as may be agreed by the Lender in writing, in its discretion)” with “prior to March 31, 2021”.
Section 7.12 of the Credit Agreement is hereby modified by replacing the table therein with the following:
| Fiscal Quarter Ending |
Maximum Capital Expenditures |
|||
| Closing Date through and including the Fiscal Quarter ending October 31, 2020 |
$ | 925,000 | ||
| Fiscal Quarter ending January 31, 2021 |
$ | 850,000 | ||
| Fiscal Quarter ending April 30, 2021 and each Fiscal Quarter ending thereafter |
$ | 400,000 | ||
Except as otherwise expressly specified in this letter, all terms, conditions, covenants, representations and warranties contained in the Credit Agreement and the other Loan Documents, all rights of the Lender and all of the Obligations shall remain in full force and effect and are unaffected hereby. The Loan Parties hereby confirm that the Credit Agreement and the other Loan Documents are in full force and effect and that none of the Borrower or any other Loan Party has any right of setoff, recoupment or other offset or any defense as of the date hereof with respect to any of the Obligations, the Credit Agreement or any other Loan Document.
By its signature below, each of the Loan Parties represents and warrants that (a) after giving effect to this letter, the representations and warranties set forth in Article V of the Credit Agreement or in any other Loan Document are true and correct in all material respects on and as of the date of this letter; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further, that any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) without duplication of materiality qualifiers as of such date or such earlier date, as applicable; and (b) after giving effect to this letter, no event has occurred and is continuing which constitutes a Default or an Event of Default.
The execution, delivery and effectiveness of this letter shall not (i) directly or indirectly constitute a course of dealing or, except as expressly specified in this letter, other basis for altering any Obligations or any other contract or instrument (including, without limitation, the Credit Agreement and the other Loan Documents) or (ii) operate as a waiver of any right, power or remedy of the Lender under the Credit Agreement or any Loan Document or constitute a continuing consent or waiver of any kind, except as expressly set forth herein.
This letter and the consent set forth above shall be effective upon the execution and delivery hereof by the Loan Parties and Lender. This letter is a Loan Document.
[Signature page follows.]
Very truly yours,
| BANK OF AMERICA, N.A., as the Lender | ||
| By: | /s/ Xxxxxxxx Xxxxxx | |
| Name: | Xxxxxxxx Xxxxxx | |
| Title: | Senior Vice President | |
Accepted and Agreed as of the date written above:
BORROWER:
| ASTRONOVA, INC. | ||
| By: | /s/ Xxxxx X. Xxxxx | |
| Name: | Xxxxx X. Xxxxx | |
| Title: | VP, CFO | |
GUARANTORS:
| ANI APS. | ||
| By: | /s/ Xxxxxxx X. Xxxxx | |
| Name: | Xxxxxxx X. Xxxxx | |
| Title: | CFO, Chairman | |
| By: | /s/ Xxxxx X. Xxxxx | |
| Name: | Xxxxx X. Xxxxx | |
| Title: | Director | |
| TROJAN LABEL APS. | ||
| By: | /s/ Xxxxxxx X. Xxxxx | |
| Name: | Xxxxxxx X. Xxxxx | |
| Title: | Chairman | |
| By: | /s/ Xxxxx X. Xxxxx | |
| Name: | Xxxxx X. Xxxxx | |
| Title: | Director | |
| cc: | Xxxxx Xxxx LLP |
000 Xxxxxxx Xxxx.
Xxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxxxx, Esq.
Email: xxxxxxxxxx@xxxxxxxxx.xxx
Xxxxx Day
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Attention: Xxxxx Xxxxxxx, Esq.
Email: xxxxxxxx@xxxxxxxx.xxx
