Exhibit 10.1
    

    
      THIRTEENTH 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 April 30, 2013 (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 amended the Fourth Amended Loan Agreement, the
          Fourth Amended Revolving Note, and the related Loan Documents
          pursuant to the Seventh Amendment to Loan Documents effective as of
          October 28, 2009 to extend the Maturity Date, to adjust the rate of
          interest, and to modify certain covenants.
        
	

        	

        	
           
        
	

        	
          1.14
        	
          Lender and Borrower amended the Fourth Amended Loan Agreement, the
          Fourth Amended Revolving Note, and the related Loan Documents
          pursuant to the Eighth Amendment to Loan Documents effective as of
          December 31, 2010 to extend the Maturity Date, to adjust the rate of
          interest, and to modify certain covenants.
        
	

        	

        	
           
        
	

        	
          1.15
        	
          Lender and Borrower amended the Fourth Amended Loan Agreement, the
          Fourth Amended Revolving Note, and the related Loan Documents
          pursuant to the Ninth Amendment to Loan Documents effective as of
          December 30, 2011 to extend the Maturity Date, and to modify certain
          covenants.
        
	

        	

        	
           
        
	

        	
          1.16
        	
          Lender and Borrower amended the Fourth Amended Loan Agreement, the
          Fourth Amended Revolving Note, and the related Loan Documents
          pursuant to the Tenth Amendment to Loan Documents effective as of
          June 30, 2012 to modify the Tangible Net Worth Covenant.
        
	

        	

        	
           
        
	

        	
          1.17
        	
          Lender and Borrower amended the Fourth Amended Loan Agreement, the
          Fourth Amended Revolving Note, and the related Loan Documents
          pursuant to the Eleventh Amendment to Loan Documents effective as of
          December 21, 2012 to reduce the Total Facility, to extend the
          Maturity Date, and to modify certain other terms of the Loan
          Documents.
        


    

    
      
        

        

      

      
        
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          1.18
        	
          Lender and Borrower amended the Fourth Amended Loan Agreement, the
          Fourth Amended Revolving Note, and the related Loan Documents
          pursuant to the Twelfth Amendment to Loan Documents effective as of
          February 13, 2013 to modify the Fixed Charge Coverage Ratio.
        
	

        	

        	

        	
           
        
	

        	
          1.19
        	
          Lender and Borrower intend to amend the Fourth Amended Loan
          Agreement pursuant to this Thirteenth Amendment to Loan Documents
          (this “Amendment”) to modify the Fixed Charge Coverage Ratio and
          Tangible Net Worth covenants.
        
	

        	

        	

        	
           
        
	

        	
          1.20
        	
          Capitalized terms used herein and not otherwise defined will have
          the meanings given such terms in the Fourth Amended Loan Agreement.
        
	

        	

        	

        	
           
        
	
          
            2.
          

        	
          
            Amendments.
          

        
	

        	

        	

        	
           
        
	

        	
          2.1
        	
          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 $70,000,000 as of each fiscal quarter end.
          

        
	

        	

        	

        	
           
        
	

        	
          2.2
        	
          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) the 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, to (ii) the 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, to be less than: (a) 1.10 to 1.00 as of March
            30, 2013, June 29, 2013, and September 28, 2013, or (b) 1.15 to
            1.00 as of each fiscal quarter end thereafter, in each case for
            the four (4) fiscal quarter period then ending.
          

        
	

        	

        	

        	
           
        
	
          
            3.
          

        	
          
            General.
          

        
	

        	

        	

        	
           
        
	

        	
          3.1
        	
          Except as expressly modified herein, the Loan Documents, as amended,
          are and remain in full force and effect. The Loan Documents are
          hereby ratified and confirmed as the continuing obligation of
          Borrower. 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; (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);
          and (d) no Default or Event of Default exists. The representations
          and warranties of Borrower contained in the Loan Documents are
          deemed to have been made again on and as of the date of execution of
          this Amendment, except to the extent that such representations and
          warranties were expressly limited to an earlier date.
        


    

    
      
        

        

      

      
        
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          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 Credit
          Loan.
        
	

        	

        	
           
        
	

        	
          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 Fourth Amended
          Revolving Credit Note as an allonge. This Amendment is a “Loan
          Document” as defined in the Fourth Amended Loan Agreement.
        
	

        	

        	
           
        
	

        	
          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.
        
	

        	

        	
           
        
	

        	
          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 or other electronic 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.
        
	

        	

        	
           
        
	

        	
          3.12
        	
          BORROWER AND LENDER HEREBY WAIVE ANY AND ALL RIGHT TO TRIAL BY
          JURY IN ANY ACTION RELATING TO THIS INSTRUMENT AND TO ANY OF THE
          LOAN DOCUMENTS, THE OBLIGATIONS THEREUNDER, ANY COLLATERAL SECURING
          THE OBLIGATIONS, OR ANY TRANSACTION ARISING THEREFROM OR CONNECTED
          THERETO. BORROWER AND LENDER EACH REPRESENTS TO THE OTHER THAT THIS
          WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY GIVEN.
        


    

    

    

    
      SIGNATURE PAGE FOLLOWS
    

    
      
        

        

      

      
        
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      SIGNATURE PAGE TO THIRTEENTH AMENDMENT TO LOAN DOCUMENTS 
    


    	
           
        	
          U.S. BANK NATIONAL ASSOCIATION
        
	

        	
          Lender
        
	

        	

        	
           
        
	

        	
          
            By:
          

        	
          
            /s/ Charles L. Thomas
          

        
	

        	

        	
          Charles L. Thomas
        
	

        	

        	
          Senior 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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