Exhibit 10.2
REVOLVING CREDIT NOTE
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$4,425,000
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St. Louis, Missouri
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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.
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1.
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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.
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2.
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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”. $
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3.
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Payments and Application of
Payments .
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3.1
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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.
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3.2
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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.
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3.3
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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.
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4.
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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”).
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5.1
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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.
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5.2
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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.
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5.3
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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.
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6.
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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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