SEVENTH AMENDMENT TO
RESTATED
CREDIT AND SECURITY AGREEMENT
THIS SEVENTH
AMENDMENT TO RESTATED CREDIT AND SECURITY AGREEMENT (the
“Seventh Amendment”) by and between EDUCATIONAL
DEVELOPMENT CORPORATION, a Delaware corporation, as borrower (the
“Company”), and ARVEST BANK, as lender (the
“Bank”), is entered into effective as of the 2
nd day of September, 2005.
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, as further
amended by the Third Amendment thereto dated as of June 30,
2002, as further amended by the Fourth Amendment thereto dated as
of June 30, 2003, as further amended by the Fifth Amendment
thereto dated as of June 30, 2004, and as further amended by
the Seventh Amendment thereto dated as of September 2, 2005
(collectively the “Restated Credit Agreement”), the
Bank extended a Three Million Five Hundred Thousand and No/100
Dollars ($3,500,000.00) revolving line of credit (the
“Revolving Credit Loan”) to the Company until June 30,
2006, 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; and
WHEREAS, the
Company has requested the Bank to increase the maximum principal
amount of the Revolving Credit Loan from $3,500,000.00 to
$5,000,000.00 and reduce the interest rate by fifty basis points
(0.50%) until the existing maturity of June 30, 2006;
and
WHEREAS, subject
to the terms, provisions and conditions hereinafter set forth, the
Bank is willing to so amend and modify the Revolving Credit Loan
facility established pursuant to the Restated Credit Agreement in
the increased maximum principal amount of $5,000,000.00 until the
existing maturity date of June 30, 2006;
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 remain
June 30, 2006, and Revolving Credit Loan advances shall be
evidenced by that certain replacement Revolving Credit Note of even
date herewith in the increased original principal amount of Five
Million and No/100 Dollars ($5,000,000.00) 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
three-quarters of one percentage point (0.75%). 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”).
Each reference
in the Restated Loan Agreement to “$3,500,000.00” shall
be deleted and replaced with a reference to
“$5,000,000.00”.
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, as security and collateral for the
$5,000,000.00 Replacement Note, as the same may be extended,
renewed, rearranged, substituted, exchanged, replaced, consolidated
or otherwise modified from time to time, 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
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