FOURTH AMENDED AND RESTATED LOAN AGREEMENT

1.

Definitions . Capitalized terms used herein and not otherwise defined herein will have the meanings given those terms in the second to last section of this Agreement.

2.

Credit Facilities .

2.1

Revolving Credit Loan .

2.1.1

Total Facility . Lender will make available to Borrower a line of credit of up to $40,000,000 during the period from January 1 through June 30 of each calendar year and $50,000,000 during the period from July 1 through December 31 of each calendar year (each, at the applicable point in time, the “Total Facility”), subject to the terms and conditions and made upon the representations and warranties of Borrower set forth in this Agreement. Amounts outstanding under the line of credit from time to time will be referred to as the “Revolving Credit Loan”. The Revolving Credit Loan will be represented by the Fourth Amended and Restated Revolving Credit Note of Borrower dated as of the Effective Date and all amendments, extensions and renewals thereto and restatements and replacements thereof (the “Revolving Credit Note”). The Revolving Credit Loan will bear interest and will be payable in the manner set forth in the Revolving Credit Note, the terms of which are incorporated herein by reference.

2.1.2

Advances . Advances will be made as specified in the Revolving Credit Note.

2.1.3

Extensions . After the initial term of the Revolving Credit Note, Lender in its sole discretion may extend or renew the Total Facility and the Revolving Credit Note by accepting from Borrower one or more new notes, each of which will be deemed to be the Revolving Credit Note under this Agreement. In no event will Lender be under any obligation to extend or renew the Total Facility or the Revolving Credit Note beyond the initial term thereof.

2.1.4

Commitment Fee . Borrower will pay to Lender a commitment fee computed at the rate of 0.125% per annum, on the average daily difference between: (i) the outstanding amount of the Revolving Credit Note plus the outstanding amount of any Letters of Credit, and (ii) the Total Facility, such Commitment Fee to be payable quarterly in arrears on the last day of each June, September, December and March and upon the Maturity Date of the Note and/or the date this Agreement is terminated.

2.2

Additional Costs .

2.2.1

Taxes, Reserve Requirements, etc . In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to Lender, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by Lender with any guideline, request or directive of any such authority (whether or not having the force of law), will: (a) affect the basis of taxation of payments to Lender of any amounts payable by Borrower under this Agreement (other than taxes imposed on the overall net income of Lender, by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdiction, in which Lender has its principal office), (b) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by Lender, or (c) impose any other condition with respect to this Agreement, any Note executed in connection with this Agreement or any of the Loan Documents, and the result of any of the foregoing is to increase the cost of making, funding or maintaining any such Note or to reduce the amount of any sum receivable by Lender thereon, then Borrower will pay to Lender from time to time, upon request by Lender, additional amounts sufficient to compensate Lender for such increased cost or reduced sum receivable.

2.2.2

Capital Adequacy .

2.2.2.1

If either: (i) the introduction of, or any change in, or in the interpretation of, any United States or foreign law, rule or regulation or (ii) compliance with any directive, guidelines or request from any central bank or other United States or foreign governmental authority (whether or not having the force of law) promulgated, made, or that becomes effective (in whole or in part) after the date hereof affects or would affect the amount of capital required or expected to be maintained by Lender or any corporation directly or indirectly owning or controlling Lender and such introduction, change or compliance has the effect of reducing the rate of return on Lender capital or on the capital of such owning or controlling corporation as a consequence of its obligations hereunder or under any Note or any commitment to lend thereunder to a level below that which Lender or such owning or controlling corporation could have achieved but for such introduction, change or compliance (after taking into account Lender’s policies or the policies of such owning or controlling corporation, as the case may be, regarding capital adequacy) by an amount deemed by Lender (in its sole discretion) to be material, then, from time to time, Borrower will pay to Lender such additional amount or amounts as will compensate Lender for such reduction; provided , that Borrower shall not be required to compensate Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that Lender notifies Borrower of such law, rule, regulation or guideline giving rise to such reductions and of Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

2.2.2.2

If Lender requests additional or increased costs referred to in Section 2.2.2.1 , then Lender shall use reasonable efforts to promptly designate a different one of its lending offices or to assign its rights and obligations hereunder to another of its offices or branches, if (i) in the reasonable judgment of Lender, such designation or assignment would eliminate or reduce amounts payable pursuant to Section 2.2.2.1 , and (ii) in the reasonable judgment of Lender, such designation or

assignment would not subject it to any material unreimbursed cost or expense and would not otherwise be materially disadvantageous to it. Borrower is liable for such additional or increased costs and agrees to pay all reasonable out-of-pocket costs and expenses incurred by Lender in connection with any such designation or assignment.

2.2.3

Certificate of Lender . A certificate of Lender setting forth such amount or amounts as will be necessary to compensate Lender as specified above will be delivered to Borrower and will be conclusive absent manifest error. Subject to the provisions of Section 2.2.2.1 , Borrower will pay Lender the amount shown as due on any such certificate within 20 Business Days after its receipt of the same. Failure on the part of Lender to deliver any such certificate will not constitute a waiver of Lender’s rights to demand compensation for any particular period or any future period. The protection of this Section will be available to Lender regardless of any possible contention of invalidity or inapplicability of the law, regulation, etc., that results in the claim for compensation under this Section; provided, that upon the final determination of the invalidity or inapplicability of the law, regulation, etc., that results in the claim for compensation under this Section, all amounts previously paid to Lender arising from such claim that is subsequently invalidated or determined to be inapplicable shall be refunded to Borrower within 20 Business Days after written request by Borrower for such refund made following such final determination.

3.

Collateral . The Collateral for the repayment of the Obligations shall be that granted pursuant to the Loan Documents. Upon the Effective Date, Borrower shall execute and deliver to Lender additional Loan Documents in order to grant liens and security interests in and upon the assets of Borrower.

4.

Representations and Warranties . To induce Lender to enter into this Agreement and to make the advances herein contemplated, Borrower hereby represents and warrants as follows as to Borrower, Guarantor, and any Subsidiary, as applicable:

4.1

Organization . Borrower, Guarantor and each Subsidiary’s state of organization or incorporation, as applicable, is set forth on the Disclosure Schedule. Each is duly organized and in good standing (to the extent that such concept is applicable in the relevant jurisdiction) under the laws of the state of its formation, is duly qualified in all jurisdictions where required by the conduct of its business or ownership of its assets, except where the failure to so qualify would not have a material adverse effect on its condition and has the power and authority to own and operate its assets and to conduct its business as is now done.

4.2

Latest Financials . Its Current Financial Statements as delivered to Lender are true, complete and accurate in all material respects and fairly present its financial

condition, assets and liabilities, whether accrued, absolute, contingent or otherwise and the results of its operations for the periods specified therein. The annual financial statements of all business entities included in the Current Financial Statements have been prepared in accordance with generally accepted accounting principles applied consistently with preceding periods subject to any comments and notes contained therein.

4.3

Recent Adverse Changes . Except as specifically disclosed in the Disclosure Schedule, since the dates of its Current Financial Statements, neither Borrower, Guarantor nor any Subsidiary has suffered any damage, destruction or loss which has materially and adversely affected its business or assets and no event or condition of any character has occurred which has materially and adversely affected its assets, liabilities, business or financial condition, and neither Borrower, Guarantor nor any Subsidiary has knowledge of any event or condition which may materially and adversely affect its assets, liabilities, business or financial condition.

4.4

Recent Actions . Except as disclosed in the Disclosure Schedule, since the dates of its Current Financial Statements, its business has been conducted in the ordinary course and Borrower, Guarantor and each Subsidiary have not: (a) incurred any obligations or liabilities, whether accrued, absolute, contingent or otherwise, other than liabilities incurred and obligations under contracts entered into in the ordinary course of business and other than liabilities to Lender; (b) discharged or satisfied any lien or encumbrance or paid any obligations, absolute or contingent, other than current liabilities, in the ordinary course of business; (c) mortgaged, pledged or subjected to lien or any other encumbrance any of its assets, tangible or intangible, or cancelled any debts or claims except in the ordinary course of business; or (d) made any loans or otherwise conducted its business other than in the ordinary course.

4.5

Title . Borrower, Guarantor and each Subsidiary have good and marketable title to the assets reflected on the Current Financial Statements, free and clear from all liens and encumbrances except for: (a) current taxes and assessments not yet due and payable, (b) liens and encumbrances, if any, reflected or noted on said balance sheet or notes, (c) any security interests, pledges or mortgages to Lender in connection with the closing of this Agreement, (d) assets disposed of in the ordinary course of business, and (e) Permitted Liens.

4.6

Litigation, etc . Except as disclosed on the Disclosure Schedule, as of the date hereof, there are no actions, suits, proceedings or governmental investigations pending or, to its knowledge, threatened against Borrower, Guarantor or any Subsidiary which, if adversely determined, could result in a material and adverse change in its financial condition, business or assets; and there is no basis known to Borrower, Guarantor or any Subsidiary for any such actions, suits, proceedings or investigations.

4.7

Taxes . Except as to taxes not yet due and payable, Borrower, Guarantor and each Subsidiary has filed all material returns and reports of which to the best of the knowledge of each, are now required to be filed by it in connection with any federal, state or local tax, duty or charge levied, assessed or imposed upon it or its property, including unemployment, social security and similar taxes; and all of such taxes have been either paid or adequate reserve or other provision has been made therefor. Each has timely filed the payments of every tax and tax return with the appropriate governmental authorities, and has never incurred a penalty for failure to file or to file in a timely manner. If Borrower, Guarantor or any Subsidiary has currently filed an extension for the payment of taxes, it has accrued sufficient funds for the payment of such tax in accordance with generally accepted accounting principles.

4.8

Authority . Borrower, Guarantor and each Subsidiary has full power and authority to enter into the transactions provided for in this Agreement. The documents to be executed by Borrower, Guarantor and each Subsidiary in connection with this Agreement, when executed and delivered will constitute the legal, valid and binding obligations of each of them enforceable in accordance with their respective terms except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or similar laws in effect from time to time affecting the rights of creditors generally and except as such enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in law or in equity).

4.9

Other Defaults . There does not now exist any default or violation by Borrower, Guarantor or any Subsidiary of or under any of the terms, conditions or obligations of: (a) as to corporate entities only, its Articles or Certificate of Incorporation and Regulations or Bylaws, as applicable, or as to limited liability companies only, its Articles of Organization and Operating Agreement; (b) any material indenture, mortgage, deed of trust, franchise, permit, contract, agreement, or other material instrument to which it is a party or by which it is bound; or (c) any material law, regulation, ruling, order, injunction, decree, condition or other requirement applicable to or imposed upon it by any law or by any governmental authority, court or agency; and the transactions contemplated by this Agreement and the Loan Documents will not result in any such default or violation.

4.10

Stock of Borrower . Except as listed on the Disclosure Schedule, Borrower, Guarantor and each Subsidiary have no outstanding options, warrants or contracts to issue additional securities of any kind.

4.11

Stock . Except as listed on the Disclosure Schedule, Borrower, Guarantor and each Subsidiary do not own more than one percent (1%) of the issued and outstanding capital stock or other ownership interests of any Person.

4.12

Subsidiaries, Partnerships and Joint Ventures . Except as listed on the Disclosure Schedule, Borrower, Guarantor and each Subsidiary have no Subsidiaries and are not parties to any partnership agreement or joint venture agreement.

4.13

Licenses, etc . Borrower, Guarantor and each Subsidiary have obtained any and all material licenses, permits, franchises or other governmental authorizations necessary for the ownership of its properties and the conduct of its business. It possesses adequate licenses, patents, patent applications, copyrights, trademarks, trademark applications, and trade names to continue to conduct its business as heretofore conducted by it, without any conflict with the rights of any other person or entity.

4.14

Sufficient Capital . Borrower, Guarantor and each Subsidiary now have capital sufficient to carry on its business, all business and transactions in which it is about to engage, and is now solvent and able to pay its debts as they mature.

4.15

Name, Places of Business and Location of Assets . Except as otherwise disclosed by prior written notice to Lender, the address of its principal place of business and every other place from which Borrower, Guarantor and each Subsidiary have conduct business is as specified in the Disclosure Schedule. Except as otherwise disclosed by prior written notice to Lender, the assets of Borrower, Guarantor, and each Subsidiary, and all books and records pertaining thereto are and will be located at the addresses indicated on the Disclosure Schedule. In the five years preceding the date hereof, Borrower, Guarantor and each Subsidiary have not conducted business under any name other than its current name nor maintained any place of business or any assets in any jurisdiction other than those disclosed on the Disclosure Schedule.

4.16

ERISA . Borrower and each of its ERISA Affiliates are in compliance in all material respects with the applicable provisions of ERISA and the regulations and published interpretations thereunder. Neither Borrower nor any ERISA Affiliate maintains, sponsors or contributes to, or has ever maintained, sponsored or contributed to any Plan or Multiemployer Plan.

4.17

Regulation U . No part of the proceeds of any Loans will be used to purchase or carry any margin stock (as such term is defined in Regulation U of the Board of Governors of the Federal Reserve System).

4.18

Closing Memo . The information contained in each of the documents prepared by Borrower, Guarantor and each Subsidiary, executed by it or provided by a third party at the request of it listed on the Closing Memo to be executed or delivered by it or relating to it is complete and correct in all material respects.

4.19

Environmental Matters .

4.19.1

Borrower and the activities or operations on any of the real estate that Borrower owns or occupies (the “Property”) are in compliance in all material respects with all applicable federal, state and local, statutes,

laws, regulations, ordinances, policies and orders relating to regulation of the environment, health or safety, or contamination or cleanup of the environment (collectively “Environmental Laws”).

4.19.2

Borrower has obtained all approvals, permits, licenses, certificates, or clearances from all governmental authorities required under Environmental Laws with respect to the Property and any material activities or operations at the Property.

4.19.3

To the best of Borrower’s knowledge, there have not been and are not now Hazardous Wastes in, on, under or about the Property. The use which Borrower makes and intends to make of the Property will not result in the deposit or other release of any Hazardous Wastes on, to or from the Property.

4.19.4

To the best of Borrower’s knowledge, there have been no complaints, citations, claims, notices, information requests, orders or directives on environmental grounds or under Environmental Laws (collectively “Environmental Claims”) made or delivered to, pending or served on, or anticipated by Borrower or its agents, or of which Borrower or its agents, are aware or should be aware (i) issued by any governmental department or agency having jurisdiction over the Property or the activities or operations at the Property, or (ii) issued or claimed by any third party relating to the Property or the activities or operations at the Property.

4.19.5

To the best of Borrower’s knowledge, no asbestos-containing materials are installed, used or incorporated into the Property, and no asbestos-containing materials have been disposed of on the Property.

4.19.6

To the best of Borrower’s knowledge, no polychlorinated biphenyls (“PCBs”) are located at, on or in the Property in the form of electrical equipment or devices, including, but not limited to, transformers, capacitors, fluorescent light fixtures with ballasts, cooling oils or any other device or form.

4.19.7

To the best of Borrower’s knowledge, there have not been and are not now any underground storage tanks located within or about the Property.

4.19.8

The Property does not contain any wetlands as that term is defined by relevant governmental agencies under Environmental Laws and, to the best of Borrower’s knowledge, there has been no filling of wetlands on the Property in violation of Environmental Laws.

4.19.9

Borrower has provided Lender with copies of all environmental reports, audits and studies known to Borrower and accessible to Borrower, whether in Borrower’s possession or otherwise, regarding the Property.

4.20

Labor Matters . There are no material strikes or other material labor disputes against Borrower, Guarantor or any Subsidiary pending or, to its knowledge, threatened. The hours worked and payment made to its employees in all material respects have not been in violation of the Fair Labor Standards Act or any other applicable law dealing with such matters. All payments due from it, or for which any claim may be made against it, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on its books. The consummation of the transactions contemplated herein will not give rise to a right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which it is a party or by which it is bound.

5.

Affirmative Covenants . From the date of execution of this Agreement until all Obligations to Lender have been fully paid and this Agreement terminated, Borrower will and will cause Guarantor and each Subsidiary to:

5.1

Books, Records and Access . Maintain proper books of account and other records and enter therein complete and accurate entries and records of all of its transactions and, upon reasonable advance notice, give representatives of Lender access thereto at all reasonable times, including permission to examine, copy and make abstracts from any of such books and records and such other information as Lender may from time to time reasonably request. Borrower, upon reasonable advance notice, will give Lender reasonable access to its properties for the purposes of examining their assets and verifying their existence. Borrower will make available to Lender for examination copies of any reports, statements or returns which Borrower may make to or file with any governmental department, bureau or agency, federal or state, and will furnish to Lender copies of any reports, statements, or returns and exhibits thereto that Borrower may make to or file with the Securities Exchange Commission; provided , that Borrower shall be deemed to have delivered the foregoing to Lender if such information has been filed with the Securities and Exchange Commission and is available on the EDGAR site at www.sec.gov or any successor government site that is freely and readily available to Lender without charge, or has been made available on Borrower’s website www.buildabear.com , and the delivery date therefor shall be deemed to be the first day on which such information is available to Lender on one of such web pages. In addition, Borrower will be available to Lender, or cause its officers or general partners, as applicable, to be available from time to time upon reasonable notice to discuss the status of the Loans, its business and any statements, records or documents furnished or made available to Lender in connection with this Agreement.

5.2

Quarterly Statements . Furnish Lender within 45 days after the end of each fiscal quarter internally prepared financial statements of Borrower with respect to such fiscal quarter, which financial statements will: (a) be in reasonable detail and in form reasonably satisfactory to Lender, (b) be accompanied by a Compliance Certificate, (c) include a balance sheet as of the end of such period, profit and loss and surplus statements for such period and a statement of cash flows for such period, (d) include prior year comparisons and (e) be on a consolidating and consolidated basis for Borrower and its Subsidiaries and for any entity in which Borrower’s financial information is consolidated in accordance with generally accepted accounting principles; provided , that Borrower shall be deemed to have delivered the foregoing to Lender if such information has been filed with the Securities and Exchange Commission and is available on the EDGAR site at www.sec.gov or any successor government site that is freely and readily available to Lender without charge, or has been made available on Borrower’s website www.buildabear.com , and the delivery date therefor shall be deemed to be the first day on which such information is available to Lender on one of such web pages.

5.3

Annual Statements . Furnish Lender within 120 days after the end of each fiscal year of Borrower annual audited financial statements which will: (a) include a balance sheet as of the end of such year, profit and loss and surplus statements and a statement of cash flows for such year; (b) be on a consolidated basis with Borrower, its Subsidiaries, if any, and any entity into which Borrower’s financial information is consolidated in accordance with generally accepted accounting principles; (c) be accompanied by a Compliance Certificate, and (d) contain the unqualified opinion of a national independent certified public accountant and its examination will have been made in accordance with generally accepted auditing standards and such opinion will identify any generally accepted accounting principles not consistently applied from year to year, to the extent such inconsistency is material to the financing statements; provided , that Borrower shall be deemed to have delivered the foregoing to Lender if such information has been filed with the Securities and Exchange Commission and is available on the EDGAR site at www.sec.gov or any successor government site that is freely and readily available to Lender without charge, or has been made available on Borrower’s website www.buildabear.com , and the delivery date therefor shall be deemed to be the first day on which such information is available to Lender on one of such web pages.

5.4

Auditor’s Letters, Etc . Furnish any letter, other than routine correspondence, directed to Borrower by its auditors or independent accountants, relating to its financial statements, accounting procedures, financial condition, tax returns or the like since the date of the Current Financial Statements to Lender.

5.5

Taxes . Pay and discharge when due all indebtedness and all taxes, assessments, charges, levies and other liabilities imposed upon it, its income, profits, property or business, except those which currently are being contested in good faith by

appropriate proceedings and for which Borrower has set aside adequate reserves or made other adequate provision with respect thereto, but any such disputed item will be paid forthwith upon the commencement of any proceeding for the foreclosure of any lien which may have attached with respect thereto, unless Lender has received an opinion in form and substance and from legal counsel acceptable to Lender that such proceeding is without merit.

5.6

Operations . Continue its business operations in substantially the same manner as at present, except where such operations are rendered impossible by a fire, strike or other events beyond its control; keep its real and personal properties in good operating condition and repair; make all necessary and proper repairs, renewals, replacements, additions and improvements thereto and comply with the provisions of all leases to which Borrower is party or under which Borrower occupies or holds real or personal property so as to prevent any loss or forfeiture thereof or thereunder.

5.7

Insurance . Comply with the insurance requirements of the Loan Documents. In addition to the foregoing, 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, the parties delivering to Lender insurance certificates as listed on the Closing Memo will maintain extended liability insurance and property insurance of at least the amounts and coverages listed on such certificates delivered in connection with the Closing and in a form and with companies reasonably satisfactory to Lender. Notwithstanding the foregoing, such property insurance will at all times be in an amount so that such party will not be deemed a “co-insurer” under any co-insurance provisions of such policies. All such insurance policies will name Lender as an additional insured and, where applicable, as lender’s loss payee under a loss payable endorsement satisfactory to Lender. All such policies will provide that thirty (30) days prior written notice must be given to Lender before such policy is altered or cancelled. Schedules of all insurance will be submitted to Lender 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. Borrower will provide new schedules to Lender promptly to reflect any change in insurance coverage.

5.8

Compliance with Laws . Comply with all material laws and regulations applicable to Borrower and to the operation of its business, including without limitation those relating to environmental and health matters, and do all things necessary to maintain, renew and keep in full force and effect all rights, permits, licenses, certificates, satisfactory clearances and franchises necessary to enable Borrower to continue its business.

5.9

Environmental Violations .

5.9.1

In the event that any hazardous or toxic substances, pollutants, contaminants, solid waste or hazardous waste, or petroleum are released (as that term is defined under Environmental Laws) at or from the Property, or are otherwise found to be in, on, under, about or migrating to or from the Property in violation of Environmental Laws or in excess of cleanup levels established under Environmental Laws, promptly will notify Lender in writing and will promptly commence such action as may be appropriate or required under such Environmental Laws or as specified in the Hazardous Substance Indemnity Agreement.

5.9.2

In the event Borrower receives notice of an Environmental Claim from any governmental agency or other third party alleging a violation of or liability under Environmental Laws with respect to the Property or Borrower’s activities or operations at the Property, promptly notify Lender in writing and will commence such action as may be appropriate or required under such Environmental Laws or as specified in the Hazardous Substance Indemnity Agreement.

5.10

Environmental Audit and Other Environmental Information . Provide copies of all environmental reports, audits, and studies obtained by Borrower from work conducted by Borrower or any other person or entity on the Property or property adjacent thereto as soon as such reports, audits and studies become available to it. If the submissions are considered inadequate or insufficient in order for Lender to adequately consider the environmental condition of the Property or the status of Borrower’s environmental compliance or if the submissions are in error, then Lender may require Borrower, at Borrower’s sole expense, to engage an independent engineering or consulting firm acceptable to Lender to conduct a complete environmental report, study, or audit in as timely as fashion as is reasonably possible. In addition, Borrower will provide Lender with information related to remedial action at its Property or adjacent to its Property as soon as such information becomes available to it.

5.11

Business Names and Locations . Promptly notify Lender of any change in the name under which Borrower conducts its business. Within 120 days after the end of each fiscal year and from time to time as Lender may reasonably request, notify Lender of: (a) any change in the location of any warehouse or storage facility used to store assets of the Borrower, Guarantor or each Subsidiary or Borrower’s, Guarantor’s or each Subsidiary’s principal place of business during such fiscal year; and (b) the opening or closing of any place from which Borrower, Guarantor and each Subsidiary conducts business during such fiscal year.

5.12

Accounts . So long as any of the Loans are in effect, maintain Lender as Borrower’s, Guarantor’s or each Subsidiary’s primary bank of account and each will maintain all operating accounts and all store accounts (in areas where a branch location of Lender or any of Lender’s Affiliates is accessible to them) with Lender or any of Lender’s Affiliates.

5.13

ERISA Compliance . Comply in all material respects with the applicable provisions of ERISA and furnish to Lender: (i) as soon as possible, and in any event within 30 days after any officer of Borrower or any ERISA Affiliate knows or has reason to know that any Reportable Event for which the thirty (30) day notice requirement has not been waived pursuant to Section 4043 of ERISA and the regulations promulgated thereunder has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability of Borrower to the PBGC in an aggregate amount exceeding $25,000, a statement of a financial officer setting forth details as to such Reportable Event and the action that Borrower proposes to take with respect thereto, togeth