EXHIBIT 10
AMENDMENT
DATED AS OF DECEMBER 10, 1999
TO
LOAN AND SECURITY AGREEMENT
DATED AS OF JUNE 7, 1999
BY AND BETWEEN
BANKBOSTON RETAIL FINANCE INC.
AND
PAPER WAREHOUSE, INC. AND PAPER WAREHOUSE FRANCHISING, INC.
WHEREAS, Paper Warehouse, Inc. and Paper Warehouse Franchising, Inc.
(together, the "Borrower") and BankBoston Retail Finance, Inc. (the "Lender")
are parties to that certain Loan and Security Agreement dated June 7, 1999 (the
"Loan Agreement"); and
WHEREAS, the Lender has agreed with the Borrower to amend the Fixed
Charge Coverage Ratio requirement as set forth in the Loan Agreement, subject to
certain terms and conditions as set forth below.
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and legal sufficiency of which are
hereby acknowledged, the Lender and the Borrower agree as follows:
1. Effective October 29, 1999 the minimum Fixed Charge Coverage
Ratio requirement as set forth in Section 5.12.2 of the Loan
Agreement (by reference to Exhibit 5-12(b) of the Loan
Agreement) as applicable for the nine month period ending
October 29, 1999 shall be changed from 0.45:1 to 0.34:1.
2. The Borrower agrees to execute and deliver to the Lender such
additional documents contemplated by, or as may be necessary
to more fully implement, this Amendment to the Loan Agreement.
3. The Borrower represents (i) that all of the representations
and warranties made by the Borrower in the Loan Agreement are
true and correct on the date hereof as if made on and as of
this date, and (ii) that no Event of Default described in
Article 10 of the Loan Agreement shall exist and be
continuing.
4. The Borrower (i) reaffirms and ratifies its respective
Liabilities to the Lender under the Loan Agreement as amended
hereby and under all documents executed in connection
therewith (the "Loan Documents"), (ii) certifies that there
are no defenses, offsets or counterclaims as of the date
hereof to the Obligations, (iii) confirm and ratify its
continuing mortgage, pledge, assignment and grant of security
interests in the Collateral to and in favor of the Lender as
set forth in the Loan Documents, and (iv) agrees that the Loan
Agreement as amended hereby and all other Loan
Documents shall remain in full force and effect, enforceable
against the Borrower in accordance with their respective
terms.
5. This Amendment to the Loan Agreement may be executed in
separate counterparts by the parties hereto, each of which
when so executed and delivered shall be an original, but all
of which shall constitute one and the same agreement. The
rights and obligations of the parties hereunder shall be
construed in accordance with and be governed by the laws of
the Commonwealth of Massachusetts.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to the Loan Agreement to be duly executed by its duly
authorized officer as an instrument under seal in the Commonwealth of
Massachusetts.
BANKBOSTON RETAIL FINANCE INC.
By: /s/ Xxxxx X. Xxxx
Name: Xxxxx X. Xxxx
Title: Director
PAPER WAREHOUSE, INC.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X Xxxxxx
Title: Vice President and CFO
PAPER WAREHOUSE FRANCHISING, INC.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X Xxxxxx
Title: Vice President and CFO
