EXHIBIT 10.15
FIRST AMENDED AND RESTATED SECURITY AGREEMENT
BUILD-A-BEAR WORKSHOP, INC. AND SHIRTS ILLUSTRATED, LLC (individually and
collectively, the "Debtor"), for valuable consideration, receipt of which hereby
is acknowledged, hereby transfer, assign and pledge to U.S. BANK NATIONAL
ASSOCIATION, formerly known as FIRSTAR BANK, NATIONAL ASSOCIATION ("Secured
Party"), and grant to Secured Party a security interest in, the following
collateral, wherever located, now existing and hereafter arising or coming into
existence (the "Collateral"):
1. All of Debtor's Accounts, Inventory, Equipment, General Intangibles,
Chattel Paper, Investment Property, Instruments, Documents, Letter of
Credit Rights, Supporting Obligations, and Commercial Tort Claims;
2. All moneys, credits and other property of any nature whatsoever of Debtor
now or hereafter in the possession of, in transit to or from, under the
custody or control of, or on deposit with (whether held by Debtor
individually or jointly with another and including specifically but not by
way of limitation all demand, time, savings, passbook, or other similar
accounts) Secured Party or any Secured Party Affiliate, including but not
limited to cash collateral accounts; and
3. The proceeds (including insurance proceeds) and products of the foregoing
in whatever form the same may be,
for the purpose of securing the payment to Secured Party of all of the following
("Obligations"): all loans, advances, debts, liabilities, obligations, covenants
and duties owing to Secured Party from any Debtor of any kind or nature, present
or future, whether or not evidenced by any note, guaranty or other instrument,
including but not limited to those arising under: (i) the Second Amended and
Restated Loan Agreement by and between Debtor and Secured Party dated as of even
date herewith, (ii) any International Swap and Derivatives Association Master
Agreement ("Master Agreement"), and including each Transaction (as such term is
defined in the Master Agreement), as confirmed in the applicable confirmation of
each such Transaction, (iii) any obligation of Debtor to Secured Party or any
Secured Party Affiliate under any other interest rate swap, cap, collar, floor,
option, forward, or other type of interest rate protection, foreign exchange or
derivative transaction agreement, (iv) under any other agreement, instrument or
document, whether or not for the payment of money, whether arising by reason of
an extension of credit, opening of a letter of credit, loan, guaranty,
indemnification or in any other manner, whether direct or indirect (including
those acquired by assignment, participation, purchase, negotiation, discount or
otherwise), absolute or contingent, joint or several, due or to become due, now
existing or hereafter arising and whether or not contemplated by Debtor or
Secured Party or Secured Party Affiliate on the date hereof; and, as to all of
the foregoing, including any amendments, modifications, or superceding
documents to each of the foregoing; and all charges, expenses, fees, including
but not limited to reasonable attorneys' fees, and any other sums chargeable to
Debtor under any of the Obligations. As used herein, "Secured Party Affiliate"
will mean any person, partnership, joint venture, company or business entity
under common control or having similar equity holders owning at least ten
percent (10%) thereof with Secured Party, whether such common control is direct
or indirect. All of Secured Party's direct or
indirect parent corporations, sister corporations, and subsidiaries will be
deemed to be a Secured Party Affiliate for purposes of this Security Agreement
(the "Agreement"). This Agreement amends and restates the Security Agreement
between Debtor and Secured Party dated as of June 1,2001.
Debtor further warrants to and agrees with Secured Party as follows:
1. PRESERVATION OF COLLATERAL. Debtor will keep the Collateral in good order
and repair at all times, will use same with reasonable care and caution,
will not part with possession or ownership thereof nor lease or hire out
the Collateral without the written consent of Secured Party, and will
exhibit the Collateral to Secured Party upon reasonable request. Debtor
will promptly notify Secured Party of any loss or damage to any material
portion of the Collateral, Debtor will not use, or permit the Collateral
to be used, in violation of any federal, state, county or municipal law or
regulation or for any unlawful purpose whatsoever
2. Execution of Appropriate Documentation with Respect to Collateral.
2.1 With respect to any and all of the Collateral, Debtor agrees to take
such steps as Secured Party may reasonably request to perfect,
maintain the priority of and keep in full force and effect the
security interest granted by Debtor to Secured Party, including, but
not limited to, the prompt payment upon demand therefor by Secured
Party of all reasonable fees and expenses (including documentary
stamp, excise or intangibles taxes) incurred in connection with the
preparation, delivery, or filing of any document or the taking of
any action deemed necessary or appropriate by Secured Party to
perfect, protect, or enforce a security interest in any of the
Collateral for the benefit of Secured Party, subject only to the
liens to which Secured Party has specifically consented in writing
(the "Permitted Liens"). All amounts not so paid within fifteen (15)
days of becoming due will be added to the Obligations and (in
addition to other rights and remedies resulting from such
non-payment) will bear interest from the date of demand until paid
in full at the Default Rate. Debtor also authorizes Secured Party to
file one or more financing statements, as deemed necessary or
desirable by Secured Party, which financing statements lists or
otherwise describes the Collateral as consisting of all of Debtor's
assets or words to that effect, regardless of the actual description
of the Collateral set forth in this Agreement. Debtor hereby
ratifies any filing by Secured Party that predates the date of this
Agreement but that was intended to perfect the security interest
granted hereby.
2.2 In addition to the foregoing and not in limitation thereof, Debtor
agrees to furnish Secured Party with properly executed control
agreements, registrar's certificates, issuer acknowledgements of
Secured Party's interest in the Letter of Credit Rights, and
evidence of the placement of a restrictive legend on tangible
chattel paper (and the tangible components of electronic Chattel
Paper), and will take all commercially reasonable action acceptable
to Secured Party sufficient to establish Secured Party's control of
electronic Chattel Paper (and the electronic
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components of hybrid Chattel Paper), as appropriate, with respect to
Collateral in which either (i) a security interest can be perfected
only by control or such restrictive legending, or (ii) a security
interest perfected by control or accompanied by such restrictive
legending will have priority as against a lien creditor, a purchaser
of such Collateral from Debtor, or a security interest perfected by
any person not having control or not accompanied by such restrictive
legending, in each case in form and substance reasonably acceptable
to Secured Party and sufficient under applicable law so that Secured
Party will have a security interest in all such Collateral perfected
by control.
2.3 In addition to the foregoing and not in limitation thereof, Debtor
agrees to deliver to Secured Party, or, if Secured Party has
specifically consented in each instance, to an agent or bailee of
Secured Party who has acknowledged such status in a properly
executed control agreement, possession of all Collateral with
respect to which either a security interest can be perfected only by
possession or a security interest perfected by possession will have
priority as against persons not having possession, and including in
the case of Instruments, Documents, and Investment Property in the
form of certificated securities, duly executed endorsements or stock
powers in blank, as the case may be, all in form and substance
reasonably acceptable to Secured Party, and subject only to
Permitted Liens.
3. INSURANCE. Debtor will keep its insurable real and personal property
insured with responsible insurance companies against loss or damage by
fire, windstorm and other hazards which are commonly insured against in an
extended coverage endorsement in an amount equal to not less than 90% of
the insurable value thereof on a replacement cost basis and also maintain
public liability insurance in a reasonable amount. In addition, Debtor
will maintain extended liability insurance covering its operations of at
least $1,000,000 and in a form and with companies reasonably satisfactory
to Secured Party. Notwithstanding the foregoing, such property insurance
will at all times be in an amount so that Debtor will not be deemed a
"co-insurer" under any co-insurance provisions of such policies. All such
insurance policies will name Secured Party as an additional insured and,
where applicable, as lender's loss payee under a loss payable endorsement
satisfactory to Secured Party. All such policies will be in form and
substance satisfactory to Secured Party and will provide that ten (10)
days' prior written notice must be given to Secured Party before such
policy is altered or cancelled. Schedules of all insurance of Debtor will
be submitted to Secured Party upon request. Such schedules will contain a
description of the risks covered, the amounts of insurance carried on each
risk, the name of the insurer and the cost of such insurance to Debtor.
Debtor will provide new schedules to Secured Party promptly to reflect any
change in insurance coverage. Debtor will deliver to Secured Party
certificates representing such insurance policies upon the execution
hereof. All amounts payable in settlement of insurance losses may be
applied, at Secured Party's option, to the Obligations, or used to repair,
replace or restore the Collateral.
4. PAVMENT OF EXPENSES BY SECURED PARTY. At its option and with reasonable
notice to Borrower, Secured Party may discharge taxes, liens, security
interests or such other
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encumbrances as may attach to the Collateral, may pay for required
insurance on the Collateral and may pay for the maintenance and
preservation of the Collateral, as determined by Secured Party to be
necessary, and such expenditures will become a part of the Obligations.
Debtor will reimburse Secured Party on demand for any payment so made or
any expense incurred by Secured Party pursuant to the foregoing
authorization, and the Collateral also will secure any advances or
payments so made or expenses so incurred by Secured Party.
5. INFORMATION. Debtor will furnish to Secured Party from time to time if and
as requested current lists of the Collateral including names and addresses
of account debtors and agings of Accounts; and, if and when requested by
Secured Party from time to time, will furnish to it copies of all purchase
orders, inventory lists, billings, shipping orders, correspondence and
other instruments or writings in any way evidencing or relating to the
Collateral or the proceeds thereof. Secured Party and its designated
representatives and agents will have the right at all reasonable times and
upon reasonable advance notice to examine, inspect, and audit the
Collateral wherever located.
6. SALE OF INVENTORY. Debtor will have the right to process and sell the
Inventory in the regular course of its business at customary prices (but
in no event may Debtor transfer any Inventory in satisfaction of any
debt).
7. RECEIPT OF PAYMENT; SET OFF. Upon and during the occurrence of an Event of
Default and in the event that Debtor receives payment of or proceeds from
any of the Collateral, including without limitation Accounts, monies,
checks, notes, drafts, or any other items of payment, Debtor agrees that
Debtor will deliver to Secured Party the same in the form received by
Debtor without commingling with any funds belonging to Debtor, and
promptly will deposit the same in a special collateral account with
Secured Party. Upon and during the occurrence of an Event of Default,
Debtor authorizes Secured Party at any time without notice to appropriate
and apply any balances, credits, deposits or accounts or money of Debtor
(held individually or with others) in its possession, custody or control
or the possession, custody or control of any Secured Party Affiliate to
the payment of the Obligations, all of which may at all times be held and
treated as additional Collateral.
8. NOTIFICATION OF THIRD PARTY DEBTORS. Secured Party at any time during the
occurrence of an Event of Default, and without notice to Debtor, may
notify any persons who are indebted to Debtor with respect to any of the
Collateral of the assignment thereof to Secured Party and may direct such
account debtors to make payment directly to Secured Party of the amounts
due. At the request of Secured Party during the occurrence of an Event of
Default, Debtor will direct any persons who are indebted to Debtor with
respect to any of the Collateral to make payment directly to Secured
Party. Secured Party is authorized to give receipts to such account
debtors for any such payments and the account debtors will be protected in
making such payments to Secured Party.
9. REPRESENTATIONS, WARRANTIES AND COVENANTS. Debtor represents, warrants and
covenants to Secured Party that, except for any Permitted Liens: (a)
Debtor has not made any prior sale, pledge, encumbrance, assignment or
other disposition of any of the
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Collateral and the same is free from all encumbrances and rights of set
off of any kind, and Debtor has not authorized any other action or
executed any other record that has given any other person any right to any
of the Collateral; (b) except as herein provided, Debtor will not
hereafter without the prior written consent of Secured Party sell, pledge,
encumber, assign or otherwise dispose of any of the Collateral or permit
any right of set off, lien or security interest to exist thereon except to
Secured Party; (c) Debtor will defend the Collateral against all claims
and demands of all persons at any time claiming the same or any interest
therein; (d) each General Intangible is genuine and enforceable in
accordance with its terms and Debtor will defend the same against all
claims, demands, set offs and counterclaims at any time asserted; (e) at
the time any Account becomes subject to this Agreement, such Account will
be what it purports to be and a good and valid account representing a bona
fide sale of goods or services by Debtor and such goods will have been
shipped to the respective account debtors or the services will have been
performed for the respective account debtors, and no Account will be
subject to any claim for credit, allowance or adjustment by any account
debtor or any set off, defense or counterclaim; (f) all of the information
provided by Debtor to Secured Party on the Disclosure Schedule executed by
Debtor of even date herewith is true and complete in all respects, and (g)
Debtor is not involved in any consignment arrangement with regard to any
of the Collateral.
10. RECEIVERS. Upon or at any time during the occurrence of an Event of
Default, Secured Party may request the appointment of a receiver of the
Collateral. Such appointment may be made without notice, and without
regard to (i) the solvency or insolvency, at the time of application for
such receiver, of the person or persons, if any, liable for the payment of
the Obligations; and (ii) the value of the Collateral at such time. Such
receiver will have the power to take possession, control, and care of the
Collateral and to collect all accounts resulting therefrom.
Notwithstanding the appointment of any receiver, trustee, or other
custodian, Secured Party will be entitled to the possession and control of
any cash, or other instruments at the time held by, or payable or
deliverable under the terms of this Security Agreement to Secured Party.
11. PLACE OF BUSINESS. Except as otherwise disclosed by written notice to
Lender, Debtor (a) now keeps and will continue to keep the Collateral at
its principal place of business as shown on the Disclosure Schedule or any
other place of business set forth on such Disclosure Schedule; and Debtor
now keeps and will continue to keep its books and records concerning the
Collateral at its principal place of business.
12. DEBTOR'S CONSENT. Upon and during the continuance of an Event of Default
(as defined in the Loan Agreement or any of the documents evidencing the
Obligations), the Debtor shall be deemed to have consented to, with
respect to any of the Collateral, to all extensions or postponements of
time of payment thereof or any other indulgences in connection therewith,
to the acceptance of partial payments thereon and to the settlement,
compromise and adjustment thereof, all in such manner and at such time or
times as Secured Party deems advisable
13. DEFAULT.
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13.1 Upon the occurrence of any Event of Default (as defined in the Loan
Agreement or any of the documents evidencing the Obligations),
Secured Party may exercise any one or more of the rights and
remedies granted pursuant to this Agreement or given to a secured
party under applicable law, as it may be amended from time to time,
including but not limited to the right to take possession and sell,
lease or otherwise dispose of the Collateral and, at its option,
operate, use or exercise any rights of ownership pertaining to the
Collateral as the Secured Party deems necessary to preserve the
value and receive the benefits of the Collateral and notifying all
persons subject to a control agreement who may otherwise have
possession or control of any of the Collateral and taking possession
of any such Collateral. Upon the occurrence of an Event of Default,
Secured Party may, so far as Debtor can give authority therefor,
enter upon any premises on which the Collateral or any part thereof
may be situated and take possession of and remove the same
therefrom. At the request of Secured Party, Debtor agrees to store
for a reasonable period all or any part of the Collateral in such a
way as to prevent deterioration of any of the Collateral on property
owned by Debtor, and Debtor will insure such Collateral for the
benefit of Secured Party. Debtor gives permission to Secured Party
to conduct a sale of any or all of the Collateral with prior notice
to Debtor and conducted during normal business hours, which sale may
be conducted on any real property owned by Debtor without charge or
interference by Debtor. Secured Party may require Debtor to make the
Collateral available to Secured Party at a place to be designated by
Secured Party that is reasonably convenient to both parties. Debtor
waives all claims for damages by reason of any seizure,
repossession, retention, use, or sale of the Collateral under the
terms of this Security Agreement.
13.2 The net proceeds arising from the disposition of the Collateral
after deducting expenses incurred by Secured Party will be applied
to the Obligations in the order determined by Secured Party. If any
excess remains after the discharge of all of the Obligations, the
same will be paid to Debtor. If after exhausting all of the
Collateral, there should be a deficiency, Debtor will be liable
therefor to Secured Party, provided, however, that nothing contained
herein will obligate Secured Party to proceed against the Collateral
prior to making a claim against Debtor or any other party obligated
under the Obligations or prior to proceeding against any other
collateral for the Obligations.
13.3 Whenever notice is required by law to be sent by Secured Party to
Debtor of any sale, lease or other disposition of the Collateral,
five days written notice sent to Debtor's address set forth below
will be reasonable.
14. RIGHTS OF SECURED PARTY; POWER OF ATTORNEY. Debtor hereby irrevocably
constitutes and appoints Secured Party and any officer thereof, with full
power of substitution, as its true and lawful attorney-in-fact with full
irrevocable power and authority in the place and stead of Debtor or in its
name, from time to time in Secured Party's discretion, for the purpose of
carrying out the terms of this Agreement, to take any and all commercially
reasonable and appropriate action and to execute any and all documents and
instruments
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which may be necessary or desirable to accomplish the purposes of this
Agreement and, without limiting the generality of the foregoing, Debtor
hereby gives Secured Party the power and right, on behalf of Debtor,
during an Event of Default, and without notice to or assent by Debtor, to
do the following:
14.1 to receive payment of, endorse, and receipt for, any and all monies,
claims and other amounts due and to become due at any time in
respect of or arising out of the Collateral;
14.2 to commence and prosecute any suits, actions or proceeding at law or
in equity in any court of competent jurisdiction to collect any of
the Collateral and to enforce any other right in respect of the
Collateral;
14.3 to settle, compromise or adjust any suit, action or proceeding
described above, and, in connection therewith, to give such
discharges or releases as Secured Party may deem appropriate; and
14.4 generally to sell, transfer, pledge, make any agreement with respect
to or otherwise deal with any of the Collateral as fully and
completely as though Secured Party were the absolute owner thereof
for all purposes, and to do, at Secured Party's option, at any time,
or from time to time, all acts and things which Secured Party deems
necessary to protect or preserve the Collateral and Secured Party's
security interest and rights therein in order to effect the intent
of this Agreement, all as fully and effectively as Debtor might do.
Debtor hereby ratifies all that such attorneys will lawfully do or cause
to be done by virtue hereof. This power of attorney is a power coupled
with an interest, will be irrevocable and will terminate only upon payment
in full of the Obligations and the termination of this Agreement. The
powers conferred upon Secured Party hereunder are solely to protect
Secured Party's interests in the Collateral and will not impose any duty
upon it to exercise any such powers. Secured Party will have no obligation
to preserve any rights of any third parties in the Collateral. Secured
Party will be accountable only for amounts that it actually receives as a
result of the exercise of such powers, and neither it nor any of its
officers, directors, employees or agents will be responsible to Debtor for
any action taken or omitted to be taken in good faith or in reliance on
the advice of counsel except for its own gross negligence or willful
misconduct.
15. GENERAL.
15.1 WAIVER. No delay or omission on the part of Secured Party to
exercise any right or power arising from any Event of Default will
impair any such right or power or be considered a waiver of any such
right or power or a waiver of any such Event of Default or an
acquiescence therein nor will the action or non-action of Secured
Party in case of such Event of Default impair any right or power
arising as a result thereof or affect any subsequent default or any
other default of the same or a different nature.
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15.2 NOTICES. All notices, demands, requests, consents or approvals
required hereunder will be given in the manner specified in the Loan
Agreement to Debtor as Borrower and Secured Party as Lender therein.
15.3 SUCCESSORS AND ASSIGNS. This Agreement will be binding upon and
inure to the benefit of Debtor and Secured Party and their
respective successors and assigns, provided, however, that Debtor
may not assign this Agreement in whole or in part without the prior
written consent of Secured Party and Secured Party at any time
during an Event of Default may assign this Agreement in whole or in
part. All references herein to the "Debtor" and "Secured Party" will
be deemed to apply to Debtor and Secured Party and their respective
heirs, administrators, successors and assigns.
15.4 MODIFICATIONS. No modification or waiver of any provision of this
Agreement nor consent to any departure by Debtor therefrom, will be
established by conduct, custom or course of dealing; and no
modification, waiver or consent will in any event be effective
unless the same is in writing and specifically refers to this
Agreement, and then such waiver or consent will be effective only in
the specific instance and for the purpose for which given. No notice
to or demand on Debtor in any case will entitle Debtor to any other
or further notice or demand in the same, similar or other
circumstance.
15.5 JOINT AND SEVERAL OBLIGATIONS. If this Security Agreement is
executed by more than one person or entity as the "Debtor," the
obligations of such persons or entities hereunder will be joint and
several. Unless otherwise specified herein, any reference to
"Debtor" will mean each such person or entity executing this
Security Agreement individually and all of such persons or entities
collectively.
15.6 ILLEGALITY. If fulfillment of any provision hereof or any
transaction related hereto or of any provision of this Agreement, at
the time performance of such provision is due, involves transcending
the limit of validity prescribed by law, then ipso facto, the
obligation to be fulfilled will be reduced to the limit of such
validity; and if any clause or provisions herein contained other
than the provisions hereof pertaining to repayment of the
Obligations operates or would prospectively operate to invalidate
this Agreement in whole or in part, then such clause or provision
only will be void, as though not herein contained, and the remainder
of this Agreement will remain operative and in full force and
effect.
15.7 CONTINUING AGREEMENT. This is a continuing Security Agreement and
will continue in effect even though all or any part of the
Obligations have been paid in full and even though for a period of
time Debtor may not be indebted to Secured Party.
15.8 GENDER, ETC. Whenever used herein, the singular number will include
the plural, the plural the singular and the use of the masculine,
feminine or neuter gender will include all genders.
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15.9 HEADINGS. The headings in this Agreement are for convenience only
and will not limit or otherwise affect any of the terms hereof.
15.10 LIABILITY OF SECURED PARTY. Debtor hereby agrees that Secured Party
will not be chargeable for any negligence, mistake, act or omission
of any employee, accountant, examiner, agent or attorney employed by
Secured Party (except for their willful misconduct) in making
examinations, investigations or collections, or otherwise in
perfecting, maintaining, protecting or realizing upon any lien or
security interest or any other interest in the Collateral or other
security for the Obligations.
15.11 COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by different parties hereto in separate
counterparts, each of which when so executed will be deemed to be an
original and all of which taken together will constitute one and the
same agreement. Any party so executing this Agreement by facsimile
transmission shall promptly deliver a manually executed counterpart,
provided that any failure to do so shall not affect the validity of
the counterpart executed by facsimile transmission.
15.12 DEFINITIONS. Capitalized terms used herein and not otherwise defined
will be given the definitions set forth in the Uniform Commercial
Code in force and effect in the State indicated in the Governing Law
section of this Agreement.
15.13 GOVERNING LAW. This Agreement has been delivered and accepted at and
will be deemed to have been made at Cincinnati, Ohio and will be
interpreted and the rights and liabilities of the parties hereto
determined in accordance with the laws of the State of Ohio, without
regard to conflicts of law principles.
15.14 JURISDICTION. DEBTOR HEREBY IRREVOCABLY AGREES AND SUBMITS TO THE
EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN
HAMILTON COUNTY, OHIO, OR, AT THE OPTION OF SECURED PARTY IN ITS
SOLE DISCRETION, OF ANY STATE OR FEDERAL COURT(S) LOCATED WITHIN ANY
OTHER COUNTY, STATE OR JURISDICTION IN WHICH SECURED PARTY AT ANY
TIME OR FROM TIME TO TIME CHOOSES IN ITS SOLE DISCRETION TO BRING AN
ACTION OR OTHERWISE EXERCISE A RIGHT OR REMEDY, AND DEBTOR WAIVES
ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO
VENUE OF ANY SUCH ACTION OR PROCEEDING. DEBTOR HEREBY IRREVOCABLY
CONSENTS THAT ALL SERVICE OF PROCESS BE MADE BY CERTIFIED MAIL
DIRECTED TO DEBTOR AT ITS ADDRESS SET FORTH HEREIN OR ANY OTHER
NOTICE ADDRESS WHICH DEBTOR HAS PROVIDED SECURED PARTY FOR NOTICES
AND SERVICE SO MADE WILL BE DEEMED TO BE COMPLETED THE EARLIER OF
DEBTOR'S ACTUAL RECEIPT THEREOF OR FIVE (5) BUSINESS DAYS AFTER THE
SAME HAS BEEN DEPOSITED IN U.S. MAILS, POSTAGE PREPAID. NOTHING
CONTAINED HEREIN WILL PREVENT SECURED PARTY FROM SERVING PROCESS IN
ANY OTHER MANNER PERMITTED BY LAW.
15.15 WAIVER OF JURY TRIAL. THE PARTIES HERETO EACH WAIVE ANY RIGHT TO
TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT, THE OBLIGATIONS, THE
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COLLATERAL, OR ANY ACTUAL OR PROPOSED TRANSACTION OR OTHER MATTER
CONTEMPLATED IN OR RELATING TO ANY OF THE FOREGOING.
Dated as of February _, 2002.
DEBTOR:
BUILD-A-BEAR WORKSHOP, INC.
By: /s/ Maxine Clark
---------------------------------
Print Name: Maxine Clark
Title: President
DEBTOR:
SHIRTS ILLUSTRATED, LLC
By: /s/ Maxine Clark
---------------------------------
Print Name: Maxine Clark
Title: Manager
SECURED PARTY:
U.S. BANK NATIONAL
ASSOCIATION
By: /s/ Charles L. Thomas
---------------------------------
Print Name: Charles L. Thomas
Title: Vice President
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