FIFTH AMENDMENT to amended and restated credit AGREEMENT and WAIVER AGREEMENT
This FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER AGREEMENT (this “Agreement”), dated as of September 8, 2025 (the “Effective Date”), is among AstroNova, Inc., a Rhode Island corporation (the “Borrower”), the Guarantor party hereto, and Bank of America, N.A. (the “Lender”). Capitalized terms used but not defined in this Agreement shall have the meanings assigned to such terms in the Credit Agreement (as defined below).
RECITALS:
WHEREAS, reference is hereby made to the Amended and Restated Credit Agreement, dated as of July 30, 2020 (as amended, restated, amended and restated, extended, supplemented, or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”), by and among the Borrower, the Guarantors party thereto and the Lender;
WHEREAS, the Borrower has requested that the Lender (a) make certain amendments and modifications to the Existing Credit Agreement and (b) waive the Event of Default that has occurred and is continuing under Section 8.01(b) of the Credit Agreement as a result of the Borrower’s failure to comply with the minimum Consolidated Interim Fixed Charge Coverage Ratio set forth in Section 7.11 of the Credit Agreement for the Interim Measurement Period ended July 31, 2025 (the “Specified Event of Default”);
WHEREAS, the Borrower and the Lender wish to (a) amend the Existing Credit Agreement and (b) waive the Specified Event of Default, in each case, as set forth herein;
NOW, THEREFORE, in consideration of the premises, agreements, provisions and covenants herein contained, the parties hereto agree as follows:
“Fifth Amendment” means the Fifth Amendment to Amended and Restated Credit Agreement and Waiver Agreement, dated as of the Fifth Amendment Effective Date, between the Loan Parties and the Lender.
“Fifth Amendment Effective Date” means September 8, 2025.
“Excluded Property” means, with respect to any Loan Party, (a) (i) any owned real property (other than Material Real Property) and (ii) any leased real property; (b) unless requested by the Lender, any Intellectual Property for which a perfected Lien thereon is not effected either by filing of a Uniform Commercial Code financing statement or by appropriate evidence of such Lien being