Exhibit 10.1
    

    
      SEVENTH AMENDMENT TO LOAN DOCUMENTS
    

    
      BUILD-A-BEAR WORKSHOP, INC. (“BABWI”), successor
      by merger to BUILD-A-BEAR WORKSHOP, LLC, BUILD-A-BEAR WORKSHOP
      FRANCHISE HOLDINGS, INC. (“BABWF”), BUILD-A-BEAR
      ENTERTAINMENT, LLC (“BABE”), BUILD-A-BEAR RETAIL
      MANAGEMENT, INC. (“BABRM”), jointly and severally
      (individually and collectively, the "Borrower"), and U.S.
      BANK NATIONAL ASSOCIATION ("Lender"), hereby agree as follows
      effective as of October 28, 2009 (the "Effective Date"):
    

    
      1.       Recitals.
    

    
      1.1     Lender and Build-A-Bear Workshop, LLC entered into a Loan
      Agreement and related loan and security documents dated as of March 1,
      2000 pursuant to which the Lender extended a revolving credit facility
      to the Borrower (the “Loan”).
    

    
      1.2     Lender, Build-A-Bear Workshop, LLC and BABWI entered into an
      assumption and amendment agreement dated as of April 3, 2000, whereby
      BABWI assumed all of the obligations of its predecessor in interest,
      Build-A-Bear Workshop, LLC.
    

    
      1.3     Lender and Borrower amended the terms of the Loan by the First
      Amended and Restated Loan Agreement and related loan and security
      documents dated as of June 1, 2001 (the “First Amended Loan Agreement”).
    

    
      1.4     Lender and Borrower amended and restated the First Amended Loan
      Agreement by the Second Amended and Restated Loan Agreement dated as of
      February 13, 2002 (the “Second Amended Loan Agreement”) and Borrower
      delivered to Lender in connection therewith the First Amended and
      Restated Revolving Credit Note and the First Amended and Restated
      Security Agreement.
    

    
      1.5     Lender and Borrower amended the Second Amended Loan Agreement
      and related Loan Documents pursuant to the First Amendment to Loan
      Documents effective as of May 30, 2003 to add additional borrowers to
      the Loan Documents, to revise certain financial covenants in the Loan
      Documents, and to add Build-A-Bear Workshop Canada, Ltd. (“Bear Canada”)
      as a guarantor of the obligations under the Loan Documents.
    

    
      1.6     Lender and Borrower amended the Second Amended Loan Agreement
      and related Loan Documents pursuant to the Second Amendment to Loan
      Documents effective as of December 31, 2003 to add an additional
      borrower to the Loan Documents.
    

    
      1.7     Lender and Borrower amended the Second Amended Loan Agreement
      and related Loan Documents pursuant to the Third Amendment to Loan
      Documents effective as of May 31, 2004 to extend the Maturity Date and
      to change certain other terms and covenants in the Loan Documents.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      1.8     Lender and Borrower amended the Second Amended Loan Agreement
      and related Loan Documents pursuant to the Fourth Amendment to Loan
      Documents effective as of September 28, 2004 to correct the name of Bear
      Canada.
    

    
      1.9     Lender and Borrower amended and restated the Second Amended Loan
      Agreement by the Third Amended and Restated Loan Agreement dated as of
      May 31, 2005 (the “Third Amended Loan Agreement”) and Borrower delivered
      to Lender in connection therewith the Second Amended and Restated
      Revolving Credit Note.
    

    
      1.10    Lender and Borrower amended the Third Amended Loan Agreement and
      related Loan Documents pursuant to the Fifth Amendment to Loan Documents
      effective as of June 30, 2006 to add Build-A-Bear Workshop UK Holdings,
      Ltd. (“Bear UK”) as a Borrower and to change certain other terms and
      covenants in the Loan Documents and Borrower delivered to Lender in
      connection therewith the Third Amended and Restated Revolving Credit
      Note.  
    

    
      1.11    Lender and Borrower amended the Third Amended Loan Agreement and
      related Loan Documents pursuant to the Sixth Amendment to Loan Documents
      effective as of June 19, 2007 to extend the Maturity Date.
    

    
      1.12    Lender and Borrower amended and restated the Third Amended Loan
      Agreement by the Fourth Amended and Restated Loan Agreement dated as of
      August 11, 2008 (the “Fourth Amended Loan Agreement”) and Borrower
      delivered to Lender in connection therewith the Fourth Amended and
      Restated Revolving Credit Note (the “Fourth Amended Revolving Credit
      Note”).
    

    
      1.13    Lender and Borrower intend to amend the Loan Documents by this
      Seventh Amendment to Loan Documents (the “Amendment”).
    

    
      1.14    Capitalized terms used herein and not otherwise defined will
      have the meanings given such terms in the Loan Agreement.  
    

    
      2.       Amendment.  
    

    
      2.1      Section 1 of the Fourth Amended Revolving Credit Note is hereby
      deleted and replaced with the following:
    

    
      1.       Rates of Interest.  Interest
      on each advance hereunder shall accrue at an annual rate equal to 2.05%
      plus the one-month LIBOR rate quoted by Bank from Reuters Screen LIBOR01
      Page or any successor thereto, which shall be that one-month LIBOR rate
      in effect and reset each New York Banking Day, adjusted for any reserve
      requirement and any subsequent costs arising from a change in government
      regulation, such rate rounded up to the nearest one-sixteenth percent (a
      "LIBOR Rate Loan").  The term “New York Banking Day” means any day
      (other than a Saturday or Sunday) on which commercial banks are open for
      business in New York, New York.  Bank's internal records of applicable
      interest rates shall be determinative in the absence of manifest error.
    

    
      
        

        

      

      
        
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      2.2      Section 3.1 of the Fourth Amended Revolving Credit Note is
      hereby deleted and replaced with the following:
    

    
      3.1     Accrued interest will be due and payable, with respect to each
      LIBOR Rate Loan, monthly on the last day of each calendar month, and at
      maturity.
    

    
      2.3      Section 3.2 of the Fourth Amended Revolving Credit Note is
      hereby deleted and replaced with the following:
    

    
      3.2     The entire outstanding principal balance, 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 (the "Maturity
      Date").
    

    
      2.4      Section 3.3 of the Fourth Amended Revolving Credit Note is
      hereby deleted.
    

    
      2.5      Section 5.2 of the Fourth Amended Revolving Credit Note is
      hereby deleted and replaced with the following:
    

    
      5.2     Any request by Borrower for a LIBOR Rate Loan must be received
      by Lender not later than 11:00 a.m. (Cincinnati time) on a day that is
      at least two (2) New York Banking Days prior to 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.
    

    
      2.6      Section 5.3 of the Fourth Amended Revolving Credit Note is
      hereby deleted and replaced with the following:
    

    
      5.3     Lender hereby is authorized, at any time and from time to time,
      to make an advance under this Note in the form of a LIBOR Rate Loan for
      the payment on behalf of Borrower of any principal, interest or other
      sums due under this Note or any of the other Loan
      Documents.  Notwithstanding the foregoing, Lender is not obligated to
      make any such advance.
    

    
      2.7      Section 5.6 of the Fourth Amended Revolving Credit Note is
      hereby deleted and replaced with the following:
    

    
      
        

        

      

      
        
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      5.6     Notwithstanding any other provisions herein, if any law, treaty,
      rule or regulation, or determination of a court, governmental authority,
      central bank or comparable agency charged with the interpretation or
      administration thereof (whether or not having the force of law), or any
      change therein or in the interpretation or application thereof, makes it
      unlawful or impossible for Lender to make or maintain LIBOR Rate Loans,
      Lender will give written notice to Borrower, no additional LIBOR Rate
      Loans will be made, and outstanding LIBOR Rate Loans will be converted
      to loans bearing interest at the prime rate announced by Lender from
      time to time, as and when such rate changes, minus 0.25% per annum.
    

    
      2.8     Section 2.1.4 of the Fourth Amended Loan Agreement is hereby
      deleted and replaced with the following:
    

    
      2.1.4   Commitment Fee.  Borrower
      will pay to Lender a commitment fee computed at the rate of 0.25% 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 Revolving Credit
      Note and/or the date this Agreement is terminated.
    

    
      2.9     Section 6.4 of the Fourth Amended Loan Agreement is hereby
      deleted and replaced with the following:
    

    
      6.4      Minimum Tangible Net Worth.  Permit
      the Tangible Net Worth of Borrower on a consolidated basis to be less
      than $110,000,000 at any time.  Such amount shall be increased by the
      amount of all equity contributions made to the Borrower on a
      consolidated basis from time to time and shall be reduced by the amount
      of dividends, share repurchases, or any other return of capital
      contributions permitted under this Agreement; provided however, that
      such reductions shall not cause the Tangible Net Worth of Borrower on a
      consolidated basis to be less than $110,000,000 at any time.
    

    
      2.10    Section 6.6 of the Fourth Amended Loan Agreement is hereby
      deleted and replaced with the following:
    

    
      6.6      Fixed Charge Coverage Ratio.  Permit
      the ratio of: (i) sum of net income, plus depreciation, plus
      amortization, plus interest expense, plus income taxes, plus operating
      lease payments, minus the amount of cash actually expended for taxes and
      dividends, minus an amount for maintenance capital expenditures equal to
      $5,000,000, all for the four most recent fiscal quarters to (ii) sum of
      scheduled principal payments on Indebtedness including capitalized lease
      payments, plus the amount of cash actually expended for interest and
      operating lease payments, all for Borrower on a consolidated basis for
      the same four fiscal quarters, to be less than 1.20 to 1.00 as of the
      end of each fiscal quarter on a historical rolling four quarters basis.
    

    
      
        

        

      

      
        
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      2.11    Section 13 of the Fourth Amended Loan Agreement is hereby
      amended to add the following definition in alphabetical order:
    

    
      “Maturity Date” will have the meaning set forth in the Revolving Credit
      Note.
    

    
      3.       General.
    

    
      3.1     Except as expressly modified herein, the Loan Documents, as
      amended, are and remain in full force and effect.  Nothing contained
      herein will be construed as waiving any Default or Event of Default
      under the Loan Documents or will affect or impair any right, power or
      remedy of Lender under or with respect to the Loan Documents, as
      amended, or any agreement or instrument guaranteeing, securing or
      otherwise relating to any of the Obligations.
    

    
      3.2     Borrower represents and warrants to Lender that: (a) this
      Amendment and the documents to be executed by Borrower in connection
      with this Amendment have been duly authorized, executed and delivered by
      Borrower; (b) each has full power and authority to enter into this
      Amendment; and (c) this Amendment and the documents executed by Borrower
      in connection with this Amendment constitute the legal, valid and
      binding obligations of Borrower 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).
    

    
      3.3     All representations and warranties made by Borrower herein will
      survive the execution and delivery of this Amendment.
    

    
      3.4     This Amendment will be binding upon and inure to the benefit of
      Borrower and Lender and their respective successors and assigns.
    

    
      3.5     Borrower will pay attorneys’ fees and expenses of Lender
      incurred in connection with this Amendment and related
      documentation.  Such fees, expenses may be charged to Borrower by Lender
      as a Revolving Advance.
    

    
      3.6     This Amendment will in all respects be governed and construed in
      accordance with the laws of the State of Ohio.
    

    
      3.7     A copy of this Amendment may be attached to the Note as an
      allonge.
    

    
      3.8     This Amendment and the documents and instruments to be executed
      hereunder constitute the entire agreement among the parties with respect
      to the subject matter hereof and shall not be amended, modified or
      terminated except by a writing signed by the party to be charged
      therewith.
    

    
      
        

        

      

      
        
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      3.9     Borrower agrees to execute such other instruments and documents
      and provide Lender with such further assurances as Lender may reasonably
      request to more fully carry out the intent of this Amendment.
    

    
      3.10    This Amendment may be executed in a number of identical
      counterparts.  If so, each such counterpart shall collectively
      constitute one agreement. Any signature delivered by a party by
      facsimile transmission shall be deemed to be an original signature
      hereto.
    

    
      3.11    No provision of this Amendment is intended or shall be construed
      to be for the benefit of any third party.
    

    
      Executed as of the Effective Date.
    

    
      SIGNATURE PAGE FOLLOWS
    

    
      
        

        

      

      
        
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      SIGNATURE PAGE TO SEVENTH AMENDMENT TO LOAN DOCUMENTS
    

    
    	
           
        	
           
        	
          U.S. BANK NATIONAL ASSOCIATION
        
	

        	

        	
          Lender
        
	

        	

        	
           
        
	

        	

        	
          
            By: /s/ Charles L. Thomas
          

        
	

        	

        	
          Charles L. Thomas
        
	

        	

        	
          Vice President
        
	

        	

        	
           
        
	

        	

        	
          
            BUILD-A-BEAR WORKSHOP, INC.,
          

          
            BUILD-A-BEAR WORKSHOP FRANCHISE HOLDINGS, INC.,
          

          
            BUILD-A-BEAR RETAIL MANAGEMENT, INC.
          

        
	

        	

        	
          Borrowers
        
	

        	

        	
           
        
	

        	

        	
          
            By: /s/ Maxine Clark
          

        
	

        	

        	
          Maxine Clark
        
	

        	

        	
          Chief Executive Officer
        
	

        	

        	
           
        
	

        	

        	
          BUILD-A-BEAR ENTERTAINMENT, LLC,
        
	

        	

        	
          By: Build-A-Bear Retail Management, Inc.,

          
            Sole Member
          

          
            Borrower
          

        
	

        	

        	
           
        
	

        	

        	
          
            By: /s/ Maxine Clark
          

        
	

        	

        	
          Maxine Clark
        
	

        	

        	
          Chief Executive Officer
        


    

    
      

      


    

    
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