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REVOLVING CREDIT NOTE

Revolving Credit Agreement

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This Revolving Credit Agreement involves

BUILD A BEAR WORKSHOP INC

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Title: REVOLVING CREDIT NOTE
Governing Law: Missouri     Date: 10/11/2005

REVOLVING CREDIT NOTE, Parties: build a bear workshop inc
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Exhibit 10.2

 

REVOLVING CREDIT NOTE

$4,425,000

St. Louis, Missouri

September 26, 2005

FOR VALUE RECEIVED, AMSBRA, LTD. (“Borrower”) promises to pay to the order of BUILD-A-BEAR WORKSHOP FRANCHISE HOLDINGS, INC. ("Lender") in lawful money in immediately available funds at its offices located at 1954 Innerbelt Business Center Drive, St. Louis, Missouri 63114, the principal sum of FOUR MILLION FOUR HUNDRED TWENTY FIVE THOUSAND DOLLARS ($4,425,000) ("Total Facility") or such lesser amount as may be outstanding hereunder, together with interest from the date of disbursement of funds hereunder at the interest rate per annum set forth below.

Capitalized terms used in this Note and not otherwise defined herein will have the same meanings given such terms in the Loan Agreement of even date herewith (the “Loan Agreement”) between Borrower and Lender.

1.

Rate of Interest . Interest on each advance (each, a "Prime Rate Loan") hereunder shall accrue at the greater of (a) the Prime Rate, as and when such rate changes, plus 0.075% per annum, and (b) 7.00% per annum, compounded monthly, subject to the applicability of the Default Rate. Interest calculations under this Note will be computed on the basis of 360 days per year for the actual number of days in each interest period.

 

2.

Loan Documents . This Note is issued in connection with the Loan Agreement. All references to the Loan Agreement will include all amendments thereto as made from time to time. The terms, covenants, conditions, stipulations and agreements contained in the Loan Agreement are hereby made a part hereof to the same extent and effect as if they were fully set forth herein. This Note, any Guarantee, the Loan Agreement, and all related loan and security documents are referred to herein as the “Loan Documents”. $

 

3.

Payments and Application of Payments .

 

 

3.1

On January 1, 2008 and on the first day of each month thereafter continuing to and including December 1, 2011, the Borrower shall pay equal, monthly installments of the principal balance outstanding as of December 31, 2005, together with all accrued and unpaid interest on the principal balance outstanding as of such date.

 

 

3.2

Any remaining outstanding principal balance of all Prime Rate Loans, all accrued and unpaid interest thereon, and all other amounts due under the Loan Documents will be due and payable in full on December 31, 2011.

 

 

3.3

Borrower may prepay all or any portion of this Note at any time without premium or penalty. Payments received will be applied in such order as Lender may elect.

 

 

 

 


 

 

4.

Late Payments . If Borrower fails to make any payment of principal, interest or other amount coming due pursuant to the provisions of this Note within 5 calendar days of the date due and payable, Borrower also shall pay to Lender a late charge equal to the greater of two and one-half percent (2.5%) of the amount of such payment or fifty dollars ($50.00) (the “Late Charge”).

 

5.

Advances .

 

 

5.1

At any time through March 31, 2006, Borrower may borrow, repay, and reborrow under this Note subject to the terms, conditions, and limits set forth herein and in the Loan Agreement. Lender is authorized to record in its books and records the date and amount of each advance and payment hereunder, and other information related thereto, which books and records will constitute prima facie evidence of the accuracy of the information so recorded; provided , however, that failure of Lender to record, or any error in recording, any such information will not relieve Borrower of any of its obligations under this Note or any of the other Loan Documents. Notwithstanding the foregoing, Lender will not make any advance under this Note which would cause the outstanding principal balance under this Note to exceed the Total Facility.

 

 

5.2

Any request by Borrower for a Prime Rate Loan must be received by Lender not later than 3:00 p.m. (St. Louis, Missouri time) on the proposed borrowing date (which must be a Business Day). Each request for an advance under this Note will be irrevocable by Borrower. Lender will have no liability in acting upon any request that Lender believes in good faith to have been given on behalf of Borrower and will have no duty to verify the authenticity of the signature(s) appearing on any written request and no duty to verify the identity of any person making any telephonic request. Any disbursement of funds pursuant to a telephonic or written request for an advance under this Note will be subject to all of the terms and conditions of the Loan Agreement. Upon the making of any request for an advance, Borrower will be deemed to have made all of the representations and warranties set forth in the Loan Agreement on and as of the date of such request except for those representations and warranties which were made specific to the effective date of the Loan Agreement.

 

 

5.3

Each request for an advance under this Note will be subject to all of the terms and conditions of this Note and the Loan Agreement. Without limiting the generality of the foregoing, Lender will have no duty to make any advance hereunder if insufficient funds remain available pursuant to the Total Facility or any other maximum amount limitations set forth herein or in any of the Loan Documents.

 

6.

Events of Default . Immediately and automatically upon the filing by or against Borrower or any Guarantor of a petition in bankruptcy, for a reorganization, arrangement or debt adjustment, or for a receiver, trustee, or similar creditors' representative for its, his or her property or any part thereof, (and if such petition or proceeding is an involuntary petition or proceeding filed against Borrower or such Guarantor without his, her or its acquiescence therein or thereto at any time, the same is not promptly contested and,

 

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within 60 days of the filing of such involuntary petition or proceeding, dismissed or discharged), or the making of any general assignment by Borrower or any Guarantor for the benefit of creditors, or Borrower or any Guarantor dissolves or is the subject of any dissolution, winding up or liquidation or, at the option of Lender, immediately upon the occurrence and after the lapse of any applicable cure periods of any other Event of Default, in any case without demand or notice of any kind (which are hereby expressly waived): (a) the outstanding principal balance hereunder together with all accrued and unpaid interest thereon, and any additional amounts secured by the Loan Documents, will be accelerated and becom


 
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