exv10w33



 





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 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 otherwise re-incorporate without prior notification thereof to
the Bank, including authorization to the Bank to file amended or supplemental
financing statements and execution by the Company of such supplemental or
amended security agreements and/or financing statements as deemed appropriate
by the Bank.



     4. The Company agrees to pay the Bank’s legal fees incurred in connection
with the negotiation, preparation and closing of this Fourth Amendment.



     IN WITNESS WHEREOF, this Fourth Amendment is executed and delivered to the
Bank in Tulsa, Oklahoma, by the undersigned duly authorized corporate officer
of the Company, which officer has full power and authority to do so on behalf
and in the name of the Company by virtue of all necessary corporate action of
the Board of Directors of the Company, effective as of the 30th day of June,
2003.


	 	 	 	 	 
	 	EDUCATIONAL DEVELOPMENT

CORPORATION

 	 
	 	By
 	 
	 	Randall White 	 
	 	President 	 
	 




	 	 	 	 	 
	 

	 	“Company”
	 	 







	 	 	 	 	 
	 	ARVEST BANK

 	 
	 	By
 	 
	 	Dennis Colvard 	 
	 	Senior Vice President 	 
	 



	 	 	 	 	 
	 

	 	“Bank”
	 	 








 










 





REVOLVING CREDIT NOTE




	 	 	 
	$3,500,000

	 	Tulsa, Oklahoma
	

	 	June 30, 2003







     FOR VALUE RECEIVED, the undersigned (the “Maker”) promises to pay to the
order of ARVEST BANK, successor via name change to Arvest State Bank (the
“Payee”), at the Payee’s main banking office in Tulsa, Oklahoma, the principal
sum of THREE MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($3,500,000), or
so much thereof as shall have been advanced by Payee to Maker and remains
unpaid, on June 30, 2004, together with interest thereon from the date funds
are advanced hereon on the unpaid balances of principal from time to time
outstanding, at the variable annual rate of interest hereinafter specified,
which interest is payable in monthly installments due and payable on the last
day of each calendar month, commencing July 31, 2003, and at final maturity on
June 30, 2004.



     The rate of interest payable upon the indebtedness evidenced by this note
shall be a variable annual rate of interest equal from day to day to Prime
Rate, as hereinafter defined, minus one-quarter of one percentage point
(0.25%). Prime Rate of interest shall be effective with respect to this note
as of the date upon which any change in such rate of interest shall occur.
Interest shall be computed on the basis of a year of 360 days but assessed only
for the actual number of days elapsed.



     For the purposes of this note, Prime Rate shall mean, as of the date upon
which such rate of interest is to be determined, the prime rate of interest
published in the Money Rates column of The Wall Street Journal (Southwest
Edition) or a similar rate as determined by Payee if such rate ceases to be
published.



     All parties (maker, endorsers, sureties, guarantors and all others now or
hereafter liable for payment of the indebtedness evidenced by this note) waive
presentment and diligence in collection and agree that without notice to, and
without discharging the liability of any party, this note may be extended or
renewed from time to time and for any term or terms by agreement between the
holder of this note and any of such parties and all parties shall remain liable
on each such extension or renewal.



     If the principal or any installment of interest due upon this note is not
paid as and when the same becomes due and payable (whether by extension,
acceleration or otherwise), or any party now or hereafter liable (directly or
indirectly) for payment of this note makes an assignment for benefit of
creditors, becomes insolvent, has an order for relief under the United States
Bankruptcy Code, as amended, entered against it, or any receiver, trustee,
custodian or like officer is appointed to take custody, possession or control
of any property of any such party, the holder hereof may, without notice,
declare all of the unpaid balance hereof to be immediately due and payable.
Such right of acceleration is cumulative and in addition to any other right or
rights of acceleration under the Restated Credit and Security Agreement between
the Maker and the Payee 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,



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as further amended by the Third Amendment thereto dated as of June 30, 2002,
and as further amended by the Fourth Amendment thereto dated as of even date
herewith (collectively the “Credit Agreement”) and any other writing now or
hereafter evidencing or securing payment of any of the indebtedness evidenced
hereby. After maturity, whether by acceleration, extension or otherwise, this
note shall bear interest at a variable annual rate equal to Prime Rate plus
four percentage points (4.0%). Maker and all other parties liable hereon shall
pay all reasonable attorney fees and all court costs and other costs and
expenses of collection incurred by the holder hereof.




     This is the Revolving Credit Note defined in the Credit Agreement and
constitutes an extension and renewal of that certain $3,500,000 Revolving
Credit Note dated as of June 30, 2002. Reference is made to the Credit
Agreement and to the Security Agreement and Assignment dated as of June 10,
1996, for the provisions with respect to acceleration, description of
collateral securing payment of the indebtedness evidenced hereby, rights and
remedies in respect thereof and other matters.



     This note is executed and delivered to the order of the Payee in Tulsa,
Oklahoma, by the undersigned duly authorized corporate officer of the Maker
pursuant to all necessary corporate action and shall be governed by and
construed in accordance with the laws of the State of Oklahoma.


	 	 	 	 	 
	 	EDUCATIONAL DEVELOPMENT

CORPORATION, a Delaware corporation

 	 
	 	By
 	 
	 	Randall White 	 
	 	President 	 
	 




	 	 	 	 	 
	 

	 	“Maker”
	 	 







Due: June 30, 2004





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