KEQU Kewaunee Scientific Corporation

Entry into a Material Definitive Agreement.

On July 9, 2019, Kewaunee Scientific Corporation (the “Company”) entered into a Seventh Amendment to Credit and Security Agreement and Third Amendment to Revolving Line of Credit Note (the “Amendment”) with Wells Fargo Bank, National Association (the “Bank”). The Amendment made certain changes to the Credit and Security Agreement, dated as of May 6, 2013, as amended (the “Credit Agreement”), between the Company and the Bank, and to the Revolving Line of Credit Note, dated May 6, 2013, made by the Company and payable to the order of the Bank, as amended (the “Revolving Note”). The changes included (i) changing the Asset Coverage Ratio under the Credit Agreement from “1.0 to 1.0” to “1.25 to 1.0”; (ii) providing that the Senior Funded Debt to EBITDA ratio will be used to calculate the Applicable Margin on advances from the amendment effective date through the termination date (with the margin on LIBOR advances ranging from 1.50% (if the ratio is below 2.50) to 3.00% (if the ratio is over 3.50), and the margin on prime rate advances ranging from 0.50% to 1.00% at those ratios); (iii) suspending the Senior Funded Debt to EBITDA ratio as a covenant until the quarter ending April 30, 2020 at which point the ratio shall not exceed 2.5 to 1.0; (iv) changing the Fixed Charge Coverage ratio such that it is not less than 1.30 to 1.0 as of each fiscal quarter end, commencing with the fiscal quarter ending October 31, 2019, determined (A) on a quarterly basis for the fiscal quarter ending October 31, 2019, (B) on a rolling 2-quarter basis for the fiscal quarter ending January 31, 2020, and (C) on a rolling 4-quarter basis commencing with the fiscal quarter ending April 30, 2020 until the Termination Date; (v) adding a minimum EBITDA requirement under the Credit Agreement for the quarter ending July 31, 2019; and (vi) certain other related and/or immaterial changes.