KEQU Kewaunee Scientific Corporation

Entry into a Material Definitive Agreement

On December 13, 2019, Kewaunee Scientific Corporation (the “Company”) entered into an Eighth Amendment to Credit and Security Agreement and Fourth 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 total capacity under the Credit Agreement from $20,000,000 to $15,000,000, effective January 31, 2020; (ii) changing the facility to an asset based lending structure with availability based on percentages of eligible accounts receivable and eligible inventory; (iii) providing an additional tier of pricing under the Senior Funded Debt to EBITDA ratio used to calculate the Applicable Margin on advances, with the margin on LIBOR advances to be set at 3.5%, and the margin on prime rate advances set at 1.25%, if the ratio is over 4.25; (iv) eliminating covenants relating to the Fixed Charge Coverage ratio and the asset coverage ratio; (v) adding a minimum EBITDA requirement, beginning with the quarter ending April 30, 2020; (vi) adding a minimum monthly liquidity covenant; (vii) adding a minimum EBITDA covenant; (viii) requiring a cash repatriation of at least $4,000,000 by December 31, 2019; (ix) imposing certain limitations on the declaration and payment of dividends; and (x) certain other related and/or immaterial changes.