SIXTH AMENDMENT TO
RESTATED
CREDIT AND SECURITY AGREEMENT
THIS SIXTH
AMENDMENT TO RESTATED CREDIT AND SECURITY AGREEMENT (the
“Sixth 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 30th day
of June, 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, and as further amended by the Fifth
Amendment thereto dated as of June 30, 2004 (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 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 extend and renew the revolving
credit facility for one (1) year until June 30, 2006, in
the maximum principal amount of $3,500,000.00; 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 $3,500,000.00 until
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 be extended from
June 30, 2005, to June 30, 2006, 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 and No/100
Dollars ($3,500,000.00) 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 one-quarter of one
percentage point (0.25%). 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 standing under the
laws of the State of Oklahoma as a foreign corporation. The Company
will not change the jurisdiction or state of its incorporation
or
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