Exhibit 10.33
FOURTH AMENDMENT TO RESTATED
CREDIT AND SECURITY AGREEMENT
THIS FOURTH
AMENDMENT TO RESTATED CREDIT AND SECURITY AGREEMENT (the
“Fourth Amendment”) by and between EDUCATIONAL
DEVELOPMENT CORPORATION, a Delaware corporation, as borrower (the
“Company”), and ARVEST BANK, successor via name change
to Arvest State Bank, Tulsa, Oklahoma, as lender (the
“Bank”), is entered into effective as of the 30th day
of June, 2003.
WITNESSETH:
WHEREAS, pursuant
to the Restated Credit and Security Agreement dated as of
June 30, 1999, as amended by the First Amendment thereto dated
as of June 30, 2000, as further amended by the Second Amendment
thereto dated as of June 30, 2001, and as further amended by the
Third Amendment thereto dated as of June 30, 2002
(collectively the “Restated Credit Agreement”), the
Bank extended a Three Million Five Hundred Thousand Dollars
($3,500,000) revolving line of credit (the “Revolving Credit
Loan”) to the Company upon the terms and conditions therein
set forth, the Revolving Credit Loan being secured by the
Collateral defined and described in Section 7.1 of the
Restated Credit Agreement and in the Security Agreement more
particularly described and defined therein;
WHEREAS, the
Company has requested the Bank to extend and renew the revolving
credit facility for one (1) year until June 30, 2004 in
the maximum principal amount of $3,500,000; and
WHEREAS, subject
to the terms, provisions and conditions hereinafter set forth, the
Bank is willing to so extend, amend and modify the Revolving Credit
Loan facility established pursuant to the Restated Credit Agreement
in the maximum principal amount of $3,500,000 until June 30,
2004.
NOW, THEREFORE,
for good and valuable consideration and for the extension and
amendment of the Restated Credit Agreement, the Company and the
Bank hereby agree as follows:
1. The
maturity date of the Revolving Credit Loan shall be extended from
June 30, 2003 to June 30, 2004, and Revolving Credit Loan
advances shall be evidenced by that certain replacement Revolving
Credit Note of even date herewith in the original principal amount
of Three Million Five Hundred Thousand Dollars ($3,500,000) payable
to the order of the Bank and bearing interest at a variable annual
rate equal from day to day to Prime Rate (as therein defined)
minus one-quarter of one percentage point (0.25%).
References to such Prime Rate and the applicable interest rate in
Sections 2.1 and 2.2 of the Restated Credit Agreement are
modified accordingly. A true and correct copy of the replacement
Revolving Credit Note is annexed hereto as Exhibit A and made
a part hereof (the “Replacement Note”).
2. The
remaining terms, provisions and conditions set forth in the
Restated Credit Agreement shall remain in full force and effect for
all purposes. The Company restates,
confirms and ratifies the
warranties, covenants and representations set forth therein and
further represents to the Bank that no defaults or Events of
Default exist under the Restated Credit Agreement as of the date
hereof. The Company further confirms, ratifies, continues, grants
and re-grants to and in favor of the Bank, as secured party, a
continuous and continuing first and prior security interest in all
of the items and types of Collateral more particularly described in
Section 7.1 of the Restated Credit Agreement and in
Section 2 of the Security Agreement described therein without
any interruption thereof, all of which such terms and provisions
are incorporated herein by reference with the same force and effect
as if set forth and restated herein verbatim.
3. The
Company represents and warrants to the Bank that it is a
corporation duly organized and validly existing and in good
standing under the laws of the State of Delaware and that the
Company is duly licensed, qualified and in good
