Exhibit 10.3





September 10, 2021
WINMARK CORPORATION
WIRTH BUSINESS CREDIT, INC.
WINMARK CAPITAL CORPORATION
GROW BIZ GAMES, INC.
c/o Winmark Corporation
605 Highway 169 North, Suite 400
Minneapolis, MN  55441
​
		Re:
	Amendment No. 5 to Note Agreement


Ladies and Gentlemen:
Reference is made to the Note Agreement dated as of May 14, 2015 (as amended from time to time, the “Note Agreement”), among Winmark Corporation, a Minnesota corporation (the “Company”), Wirth Business Credit, Inc., a Minnesota corporation (“Wirth”), Winmark Capital Corporation, a Minnesota corporation (“Winmark Capital”), Grow Biz Games, Inc., a Minnesota corporation (“Grow Biz”; the Company, Wirth, Winmark Capital, Grow Biz and any other Person who joins the Note Agreement as an Issuer pursuant to paragraph 5J, collectively, the “Issuers”), The Prudential Insurance Company of America (“PICA”), Pruco Life Insurance Company (“Pruco”), Prudential Retirement Guaranteed Cost Business Trust (“PRG”), PAR U Hartford Life Insurance Comfort Trust (“PAR”), Prudential Annuities Life Assurance Corporation (“PALA”) and The Prudential Life Insurance Company, Ltd. (“PLIC”; PICA, Pruco, PRG, PAR and PALA collectively, the “Holders”). PICA, PALA and PLIC are herein collectively referred to as the “Series C Purchasers” and each individually a “Series C Purchaser”.  Capitalized terms used herein that are not otherwise defined herein shall have the meaning specified in the Note Agreement.  
The Issuers have requested that the Holders agree to certain amendments to the Note Agreement as set forth below.  Subject to the terms and conditions hereof, the Holders are willing to agree to such request.  Accordingly, and in accordance with the provisions of paragraph 11C of the Note Agreement, the parties hereto agree as follows:
SECTION 1.Amendments to the Note Agreement.  From and after the Effective Date (as defined in Section 4 hereof), the Note Agreement is amended as follows:
1.1The cover page is amended to (i) delete the reference to “$25,000,000 5.50% SENIOR SECURED NOTES DUE MAY 14, 2025 $12,500,000 5.10% SENIOR SECURED NOTES DUE AUGUST 17, 2027” and (ii) replace it with the following:
$25,000,000 5.50% SENIOR SECURED NOTES DUE MAY 14, 2025
$12,500,000 5.10% SENIOR SECURED NOTES DUE AUGUST 17, 2027



$30,000,000 3.18% SENIOR SECURED NOTES DUE SEPTEMBER 10, 2028
1.2Paragraph 1 is amended and restated as follows:
1.AUTHORIZATION OF ISSUE OF NOTES{TC \1 “1”} .  The Issuers will authorize (a) the issue of their senior secured promissory notes (the “Series A Notes”) in the aggregate principal amount of $25,000,000, to be dated the date of issue thereof, to mature May 14, 2025, to bear interest on the unpaid balance thereof from the date thereof until the principal thereof shall have become due and payable at the rate of 5.50% per annum (provided that, during any period when an Event of Default shall be in existence, at the election of the Required Holder(s) the outstanding principal balance of the Series A Notes shall bear interest from and after the date of such Event of Default and until the date such Event of Default ceases to be in existence at the rate per annum from time to time equal to the Default Rate) and on overdue payments at the rate per annum from time to time equal to the Default Rate, and to be substantially in the form of Exhibit A attached hereto, (b) the issue of their senior secured promissory notes (the “Series B Notes”) in the aggregate principal amount of $12,500,000, to be dated the First Amendment Effective Date, to mature August 17, 2027, to bear interest on the unpaid balance thereof from the Series B Closing Date until the principal thereof shall have become due and payable at the rate of 5.10% per annum (provided that, during any period when an Event of Default shall be in existence, at the election of the Required Holder(s) the outstanding principal balance of the Series B Notes shall bear interest from and after the date of such Event of Default and until the date such Event of Default ceases to be in existence at the rate per annum from time to time equal to the Default Rate) and on overdue payments at the rate per annum from time to time equal to the Default Rate, and to be substantially in the form of Exhibit A-2 attached hereto, and (c) the issue of their senior secured promissory notes (the “Series C Notes”; together with the Series A Notes and the Series B Notes, the “Notes”) in the aggregate principal amount of $30,000,000, to be dated the Fifth Amendment Effective Date, to mature September 10, 2028, to bear interest on the unpaid balance thereof from the Series C Closing Date until the principal thereof shall have become due and payable at the rate of 3.18% per annum (provided that, during any period when an Event of Default shall be in existence, at the election of the Required Holder(s) the outstanding principal balance of the Series C Notes shall bear interest from and after the date of such Event of Default and until the date such Event of Default ceases to be in existence at the rate per annum from time to time equal to the Default Rate) and on overdue payments at the rate per annum from time to time equal to the Default Rate, and to be substantially in the form of Exhibit A-3 attached hereto.  Each Series C Note shall be in the principal face amount set forth in the Purchaser Schedule and shall evidence the purchase of the Series C Notes made as contemplated by the Fifth Amendment.  The term “Notes” as used herein shall include each such senior secured promissory note delivered pursuant to any provision of this Agreement and each such senior secured promissory note delivered in substitution or exchange for any other Note pursuant to any such provision.



1.3Paragraph 3J is amended and restated as follows:
3J[Reserved.]
1.4Paragraph 4A(1) is amended and restated as follows:
4A(1)Required Prepayments and Interest Payments.  (i) Until the Series A Notes shall be paid in full, the Issuers shall apply to the prepayment of the Series A Notes, without premium, the sum of (x) $500,000 on each February 14, May 14, August 14 and November 14 during the period from August 14, 2015 through and including May 14, 2020 and (y) $750,000 on each February 14, May 14, August 14 and November 14 during the period from August 14, 2020 through and including February 14, 2025 and such principal amounts of the Series A Notes, together with interest thereon to the prepayment dates, shall become due on such prepayment dates, (ii) until the Series B Notes shall be paid in full, the Issuers shall apply to the prepayment of the Series B Notes, without premium, the sum of $312,500 on each February 17, May 17, August 17 and November 17 during the period from November 17, 2017 through and including May 17, 2027 and such principal amounts of the Series B Notes, together with interest thereon to the prepayment dates, shall become due on such prepayment dates, and (iii) until the Series C Notes shall be paid in full, the Issuers shall make payments of interest accrued on the outstanding balance of the Series C Notes on each December 10, March 10, June 10 and September 10 during the period from December 10, 2021 through and including June 10, 2028;  provided that upon any prepayment or purchase of the Notes pursuant to paragraph 4F the principal amount of each required prepayment of the Notes of a series becoming due under this paragraph 4A(1) on and after the date of such prepayment or purchase shall be reduced in the same proportion as the aggregate unpaid principal amount of the Notes of such series is reduced as a result of such prepayment or purchase.  The remaining outstanding principal amount of the Series A Notes, together with any accrued and unpaid interest thereon, shall become due on May 14, 2025, the maturity date of the Series A Notes.  The remaining outstanding principal amount of the Series B Notes, together with any accrued and unpaid interest thereon, shall become due on August 17, 2027, the maturity date of the Series B Notes.  The remaining outstanding principal amount of the Series C Notes, together with any accrued and unpaid interest thereon, shall become due on September 10, 2028, the maturity date of the Series C Notes.
1.5Paragraph 6A is amended by deleting existing clause 6A(1) thereof in its entirety and renumbering existing clauses 6A(2) and 6A(3) thereof 6A(1) and 6A(2), respectively. 
1.6Paragraph 6B is amended by replacing the reference to “$75,000,000” contained in clause (ii) thereof with a reference to “$30,000,000.”
1.7Paragraph 6E is amended and restated as follows:



6E.Restricted Payments. Each Issuer covenants that it will not, and not permit any of its Subsidiaries to, (i) make any dividend or distribution to any holders of its Capital Securities, (ii) purchase or redeem any of its Capital Securities, (iii) pay any management fees or similar fees to any of its equityholders or any Affiliate thereof, (iv) make any redemption, prepayment, defeasance, repurchase or any other payment in respect of any Subordinated Debt, or (v) set aside funds for any of the foregoing. Notwithstanding the foregoing, so long as no Event of Default or Default has occurred and is continuing or would occur as a result of any of the following, (a) any Subsidiary may pay dividends or make other distributions to the Company or to a domestic Wholly-Owned Subsidiary, (b) the Company may pay Regular Dividends and make Program Repurchases, so long as, in each case, after giving effect to each such Regular Dividend the Company will remain in compliance with all the financial ratios and restrictions set forth in paragraph 6A, as certified by the Company in form and substance satisfactory to the Required Holder(s), (c) the Company may make payments in respect of Subordinated Debt to the extent permitted under the applicable Subordination Agreement, (d) the Company may grant stock options pursuant to a plan approved by the shareholders of the Company and (e) the Company may pay Special Dividends and purchase or redeem any of its Capital Securities (other than Program Repurchases), so long as each of the Special Dividend Payment/Redemption Conditions have been satisfied.
1.8Paragraph 8I is amended and restated as follows:
8I.Use of Proceeds.  Neither any Issuer nor any of its Subsidiaries   owns or has any present intention of acquiring any “margin stock” as defined in Regulation U (12 CFR Part 221) of the Board of Governors of the Federal Reserve System (herein called “margin stock”).  The proceeds of sale of the  Series A Notes will be used to finance a portion of the 2015 Tender Offer, refinance existing Debt, consummate Acquisitions permitted under paragraph 6F, pay dividends or make repurchases of Capital Securities permitted under paragraph 6E, or for general corporate purposes.  The proceeds of the Series B Loans will be used to finance a portion of the 2017 Tender Offer, refinance existing Debt, pay dividends or make repurchases of Capital Securities permitted under paragraph 6E, or for general corporate purposes.  The proceeds of the Series C Notes will be used for general corporate purposes which may include, among other things, share repurchases and/or shareholder distributions.  None of such proceeds will be used, directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of purchasing or carrying any margin stock or for the purpose of maintaining, reducing or retiring any Debt which was originally incurred to purchase or carry any stock that is currently a margin stock or for any other purpose which might constitute the sale or purchase of any Notes a “purpose credit” within the meaning of such Regulation U.  No Issuer is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock.  Neither any Issuer nor any agent acting on its behalf has taken or will take any action which might cause this Agreement, any of the other Transaction Documents or any Note to violate Regulation T, Regulation U or any other regulation of the 



Board of Governors of the Federal Reserve System or to violate the Exchange Act, in each case as in effect now or as the same may hereafter be in effect.
1.9Paragraph 10A is amended to add the following new definition of “Applicable Reinvestment Yield Percentage” in proper sequence and to amend and restate the definition of “Reinvestment Yield” in its entirety as follows:
“Applicable Reinvestment Yield Percentage” shall mean 1.00% with respect to Series A Notes and Series B Notes, and 0.50% with respect to Series C Notes.
“Reinvestment Yield” shall mean, with respect to the Called Principal of any Note, the Applicable Reinvestment Yield Percentage with respect to such Note over the yield to maturity implied by (i) the ask-side yields reported as of 10:00 a.m. (New York City local time) on the Business Day next preceding the Settlement Date with respect to such Called Principal for the most recent actively traded on the run U.S. Treasury securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date on the display designated as “Page PX1” on Bloomberg Financial Markets (or such other display as may replace Page PX1 on Bloomberg Financial Markets or, if Bloomberg Financial Markets shall cease to report such yields or shall cease to be Prudential Capital Group’s customary source of information for calculating yield-maintenance amounts on privately placed notes, then such source as is then Prudential Capital Group’s customary source of such information), or (ii) if such yields shall not be reported as of such time or the yields reported as of such time shall not be ascertainable (including by way of interpolation), the Treasury Constant Maturity Series yields reported, for the latest day for which such yields shall have been so reported as of the Business Day next preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release 11.15 (or any comparable successor publication) for U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. In the case of each determination under clause (i) or (ii) of the preceding sentence, such implied yield shall be determined, if necessary, by (a) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between (1) the applicable U.S. Treasury security with the maturity closest to and greater than such Remaining Average Life and (2) the applicable U.S. Treasury security with the maturity closest to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded to that number of decimal places as appears in the coupon of the applicable Note.
1.10Paragraph 10B is amended to add in proper sequence or to amend and restated, as applicable, the following definitions:
“Fifth Amendment” shall mean that certain Amendment No. 5 to this Agreement dated as of September 10, 2021. 



“Fifth Amendment Effective Date” shall mean the “Effective Date” as defined in the Fifth Amendment. 
“Fixed Charge Coverage Ratio” shall mean as of any date of determination and calculated for a trailing twelve month period ending on such date of determination, the ratio of (a) the total EBITDA of the Company and its Subsidiaries for such period, minus (i) the sum of income taxes paid in cash by the Company and its Subsidiaries in such period, (ii) the sum of all Capital Expenditures made by the Company and its Subsidiaries in such period, and (iii) the sum of all distributions (excluding any Special Dividend made in such period) made by the Company and its Subsidiaries in such period, divided by (b) the sum for such period of (i) cash interest expense plus (ii) all scheduled payments of principal on Debt (excluding, for the avoidance of doubt, any payment pursuant to Section 6 of the Credit Agreement).
“Program Repurchases” shall mean immaterial repurchases or redemptions of Capital Securities of the Company using operating cash on the balance sheet of the Company or proceeds of revolving loans under the Primary Bank Facility, in each case pursuant to a share repurchase program approved by the Company’s board of directors.
“Regular Dividends” means those regular quarterly cash dividends paid by the Company in respect of its Capital Securities consistent with past practices in an amount not to exceed $10,000,000 in the aggregate in any fiscal year of the Company.
“Series C Notes” shall have the meaning given in paragraph 1 hereof.
“Series C Purchase Request” shall have the meaning given therefor in the Fifth Amendment.
“Special Dividends” means the 2020 Special Dividend and all other dividends or other distributions paid by the Company in respect of its Capital Securities other than Regular Dividends, whether paid in cash or other property.
“Special Dividend Payment/Redemption Conditions” with respect to the payment of any Special Dividend or any purchase or redemption of the Company’s Capital Securities (other than Program Repurchases), the satisfaction of the following conditions:   
(a)as of the date of the payment of such Special Dividend or purchase or redemption of Capital Securities and immediately after giving effect thereto, no Default or Event of Default has occurred and is continuing;
(b)after giving pro forma effect to the payment such Special Dividend or purchase or redemption of Capital Securities, the Leverage Ratio shall be equal to or less than 2.00; and



(c)Prudential and the Purchasers shall have received a certificate of a Responsible Officer of the Company certifying as to compliance with the preceding clauses and demonstrating (in reasonable detail) the calculations required thereby.
1.11The Purchaser Schedule attached to the Note Agreement is hereby amended to add to the end thereof the Purchaser Schedule with respect to the Series C Note Purchasers set forth on Exhibit A attached hereto.
1.12A new Exhibit A-3 is added to the Note Agreement in the form of Annex I hereto.  Notes issued in such form in connection with the transaction contemplated by this letter are herein referred to collectively as the “Series C Notes.”
SECTION 2.Purchasing of Series C Notes; Rate Lock Delayed Delivery Fee; Rate Lock Cancellation Fee.  
2.1Subject to and upon the terms and conditions set forth in this letter agreement and the Note Agreement, each Series C Purchaser agrees to purchase from the Issuers on the date hereof or such other date no later than October 31, 2021 as may be agreed to in writing by each Series C Purchaser (such date, the “Series C Closing Date”) a Series C Note in an amount equal to the aggregate amount set forth for such Series C Purchaser on the Purchaser Schedule.  In the event the Issuers do not request that the Series C Notes be purchased on the Series C Closing Date or the Series C Notes are not purchased on the Series C Closing Date, no Series C Purchaser shall have any further commitment to purchase a Series C Note.  No portion of any Series C Note that is prepaid may thereafter be reborrowed.  The principal amount of the Series C Notes purchased on the Series C Closing Date shall be in an aggregate amount equal to $30,000,000.
2.2The Series C Purchasers shall receive from the Issuers no later than 12:00 noon (New York City time), by facsimile or electronic transmission (receipt confirmed), U.S. mail or overnight delivery service, a completed request, substantially in the form of Exhibit B hereto (a “Series C Purchase Request”), at least five days prior to the Series C Closing Date, which Series C Purchase Request shall be delivered to the applicable address set forth on the Purchaser Schedule (or to such other place or in such other manner as any Series C Purchaser may by written notice to the Issuers designate from time to time).  Following receipt of the Series C Purchase Request providing for the purchasing of Series C Notes and such other documentation as may be required pursuant to Section 5 hereof, in form and substance satisfactory to each Series C Purchaser, such Series C Purchaser shall purchase a Series C Note in the principal amount specified opposite its name on the Purchaser Schedule by wire transfer for credit to the account or accounts as shall be specified in the applicable Series C Purchase Request.
2.3The provisions relating to the Rate Lock Delayed Delivery Fee and the Rate Lock Cancellation Fee, in each case, of and as defined in the Letter Agreement dated August 26, 2021 from PGIM, Inc., and accepted and agreed to by the Company shall apply to the Series C Notes as if such provisions were set forth herein.



SECTION 3.  Representations and Warranties.
3.1Each Issuer represents and warrants that (a) the execution and delivery of this letter by each Issuer and the Series C Notes by the Issuers and the purchasing of the Series C Notes to the Issuers have been duly authorized by all necessary corporate action on behalf of the Issuers, this letter and the Series C Notes have been executed and delivered by a duly authorized officer of the Issuers, as applicable, and this letter and the Series C Notes constitute legal, valid and binding obligations of the Issuers, enforceable against the Issuers in accordance with their terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), (b) each representation and warranty set forth in paragraph 8 of the Note Agreement and the other Transaction Documents to which it is a party is true and correct as of the date of execution and delivery of this letter by the Issuers with the same effect as if made on such date, before and after giving effect to this letter and the issuance of the Series C Notes (except to the extent such representations and warranties expressly refer to an earlier date, in which case they were true and correct as of such earlier date), (c) no Event of Default or Default exists or has occurred and is continuing on the date hereof, before and after giving effect to this letter and the issuance of the Series C Notes and (d) neither any Issuer nor any Subsidiary has paid or agreed to pay, and neither any Issuer nor any Subsidiary will pay or agree to pay, any fees or other consideration to any Person in connection with the amendment referenced in Section 4.1(iv) hereof, other than as set forth in Section 14 of such amendment and reimbursement of out-of-pocket fees and expenses of their own legal counsel and legal counsel to the Banks and the Bank Agent.
3.2Each Series C Purchaser severally represents and warrants that each representation and warranty set forth in paragraph 9 of the Note Agreement is true and correct as of the date of execution and delivery of this letter by the Series C Purchasers with the same effect as if made on such date, before and after giving effect to this letter and the issuance of the Series C Notes.
SECTION 4.  Conditions Precedent (Amendment).  The amendments in Sections 1 and 2 of this letter shall become effective as of the date (the “Effective Date”) that each of the following conditions has been satisfied:
4.1Documents.Each Purchaser shall have received original counterparts or, if satisfactory to such Purchaser, certified or other copies of all of the following, in form and substance satisfactory to such Purchaser, dated the date hereof unless otherwise indicated, and on the date hereof in full force and effect:
(i)the Series C Note or Series C Notes to be issued to it as contemplated hereby, in each case duly executed by the Issuers;
(ii)counterparts of this letter executed by the Issuers and the Purchasers;
(iii)counterparts of an amendment to the Intercreditor Agreement, duly executed by the Purchasers, the Bank Agent and the Issuers; 
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(iv)a copy of an amendment to the Credit Agreement, duly executed by the Issuers, the Bank Agent and the Banks, and the conditions precedent to the effectiveness of such amendment shall have been satisfied and such amendment shall be in full force and effect;
(v)a Secretary’s Certificate signed by the Secretary or an Assistant Secretary and one other officer of each Issuer certifying, among other things, (a) as to the names, titles and true signatures of the officers of such Issuer, as the case may be, authorized to sign the Transaction Documents to which such Issuer, as the case may be, is a party, (b) that attached thereto is a true, accurate and complete copy of the certificate of incorporation or other formation document of such Issuer, as the case may be, certified by the Secretary of State of the state of organization of such Issuer, as the case may be, as of a recent date (or certifying that such certificate of incorporation or other formation document remains unchanged from the relevant document certified on the date of the closing), (c) that attached thereto is a true, accurate and complete copy of the by-laws, operating agreement or other organizational document of such Issuer, as the case may be, which were duly adopted and are in effect as of the Effective Date and have been in effect immediately prior to and at all times since the adoption of the resolutions referred to in clause (d), below (or certifying that such by-laws, operating agreement or other organization document remains unchanged from the relevant document certified on the date of the closing), (d) that attached thereto is a true, accurate and complete copy of the resolutions of the board of directors or other managing body of such Issuer, as the case may be, duly adopted at a meeting or by unanimous written consent of such board of directors or other managing body, authorizing the execution, delivery and performance of the Transaction Documents to which such Issuer, as the case may be, is a party, and that such resolutions have not been amended, modified, revoked or rescinded, are in full force and effect and are the only resolutions of the shareholders, partners or members of such Issuer, as the case may be, or of such board of directors or other managing body or any committee thereof relating to the subject matter thereof, and (e) that no dissolution or liquidation proceedings as to such Issuer have been commenced or are contemplated; 
(vi)a certificate of corporate or other type of entity and tax good standing for each Issuer and each of its Subsidiaries from the Secretary of State or other appropriate governmental official of the jurisdiction of organization of such Issuer or such Subsidiary and of each jurisdiction in which such Issuer or such Subsidiary is required to be qualified to transact business as a foreign organization, in each case dated as of a recent date;
(vii)an Officer’s Certificate certifying that, after giving effect to the amendments contemplated hereby, the amendment to the Credit Agreement referenced in Section 4.1(iv) above and the issuance of the Series C Notes certifying as to the matters set forth in Section 3.1 hereof; and
(viii)a favorable opinion of Ballard Spahr LLP, special counsel for the Issuers, in the form acceptable to the Required Holders and Series C Purchasers and each Issuer, by its execution hereof, hereby requests and authorizes such special counsel to render such opinion and to allow the Purchasers to rely on such opinion, and understands and agrees 



that the Purchasers receiving such an opinion will be relying, and are hereby authorized to rely, on such opinion.
4.2Fees and Expenses.  The Issuers shall have paid the reasonable fees, charges and disbursements of Taft Stettinius & Hollister LLP, special counsel to the Purchasers, incurred in connection with this letter agreement.
4.3Proceedings.  All corporate and other proceedings taken or to be taken in connection with the transactions contemplated by this letter and all documents incident thereto shall be satisfactory to such Purchaser and its counsel, and such Purchaser shall have received all such counterpart originals or certified or other copies of such documents as they may reasonably request.
SECTION 5.  Conditions Precedent (Series C Notes).  Each Series C Purchaser’s obligation to purchase a Series C Note (if any) shall be subject to the satisfaction of the following conditions (the date on which such conditions have been satisfied herein referred to as the “Series C Closing Date”):
5.1Documents.Each Series C Purchaser shall have received a duly executed Series C Purchase Request as and when required by Section 2.2.
5.2Representations and Warranties; No Default.  The representations and warranties contained in Section 3.1 of this letter agreement shall be true on and as of the date of the purchase of the Series C Note, both before and immediately after giving effect to the making of such purchase of the Series C Note; there shall exist on the date of such purchase of the Series C Note no Default or Event of Default, both before and immediately after giving effect to the making of such purchase of the Series C Note; and the Issuers shall have delivered an Officer’s Certificate to the Series C Purchasers to each such effect.
5.3Material Adverse Change.  No material adverse change in the business, condition (financial or otherwise), property, assets, operations or prospects of the Issuers and their Subsidiaries, taken as a whole, since December 26, 2020 shall have occurred or be threatened, as determined by such Series C Purchaser in its sole judgment.
5.4Purchase Permitted By Applicable Laws; Approvals.  The purchase of and payment for the Series C Notes to be purchased by such Series C Purchaser on the Series C Closing Date on the terms and conditions herein provided (including the use of the proceeds of such Series C Notes by the Issuers) shall not violate any applicable law or governmental regulation (including, without limitation, section 5 of the Securities Act or Regulation T, U or X of the Board of Governors of the Federal Reserve System) and shall not subject such Series C Purchaser to any tax, penalty, liability or other onerous condition under or pursuant to any applicable law or governmental regulation, and such Series C Purchaser shall have received such certificates or other evidence as it may request to establish compliance with this condition.  All necessary authorizations, consents, approvals, exceptions or other actions by or notices to or filings with any court or administrative or governmental body or other Person required in connection with the execution, delivery and performance of the Note Agreement, the Series C Notes and the other Transaction Documents or the consummation of the transactions contemplated hereby or thereby 



shall have been issued or made, shall be final and in full force and effect and shall be in form and substance satisfactory to such Series C Purchaser. 
5.5Fees and Expenses.  The Issuers shall have paid the reasonable fees, charges and disbursements of Taft Stettinius & Hollister LLP, special counsel to the Purchasers, incurred in connection with the Series C Notes.
SECTION 6.Reference to and Effect on Note Agreement; Ratification of Transaction Documents.  Upon the effectiveness of the amendments in Section 1 and Section 2 of this letter, each reference to the Note Agreement in any other document, instrument or agreement shall mean and be a reference to the Note Agreement as modified by this letter.  Except as specifically set forth in Section 1 and Section 2, the Note Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects.  Except as expressly amended hereby, each of the Note Agreement and the other Transaction Documents are hereby ratified and confirmed in all respects and shall continue in full force and effect. Except as specifically stated in this letter, the execution, delivery and effectiveness of this letter shall not (a) amend the Note Agreement or any Note, (b) operate as a waiver of any right, power or remedy of any holder of the Notes, or (c) constitute a waiver of, or consent to any departure from, any provision of the Note Agreement or any Note at any time.  The execution, delivery and effectiveness of this letter shall not be construed as a course of dealing or other implication that any holder of the Notes has agreed to or is prepared to grant any consents or agree to any waiver to the Note Agreement in the future, whether or not under similar circumstances.
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SECTION 7.Release.  Each of the Issuers hereby absolutely and unconditionally releases and forever discharges each Purchaser, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents and employees of any of the foregoing, from any and all claims, counterclaims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise, which the Issuers has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this letter, whether such claims, counterclaims, demands or causes of action are matured or unmatured or known or unknown. 
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SECTION 8.Expenses.  Each Issuer hereby confirms its obligations under the Note Agreement, whether or not the transactions hereby contemplated are consummated, to pay, promptly after request by any holder of the Notes, all reasonable out-of-pocket costs and expenses, including attorneys’ fees and expenses, incurred by any holder of the Notes in connection with this letter agreement or the transactions contemplated hereby, in enforcing any rights under this letter agreement, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this letter agreement or the transactions contemplated hereby.  The obligations of the Issuers under this Section 8 shall survive transfer by any holder of any Note and payment of any Note. 
SECTION 9.Governing Law.  THIS LETTER SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF ILLINOIS (EXCLUDING ANY 



CONFLICTS OF LAW RULES WHICH WOULD OTHERWISE CAUSE THIS AGREEMENT TO BE CONSTRUED OR ENFORCED IN ACCORDANCE WITH, OR THE RIGHTS OF THE PARTIES TO BE GOVERNED BY, THE LAWS OF ANY OTHER JURISDICTION).
SECTION 10.  Counterparts; Section Titles.  This letter may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument.  Delivery of an executed counterpart of a signature page to this letter by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of this letter. The section titles contained in this letter are and shall be without substance, meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.
(Signature Page Follows)
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Very truly yours, 
PAR U HARTFORD LIFE INSURANCE COMFORT TRUST
By: Prudential Arizona Reinsurance Universal Company, as Grantor

By: PGIM, Inc., as investment manager


By:/s/ Anna Sabiston​ ​​ ​​ ​
         Vice President
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PRUCO LIFE INSURANCE COMPANY
By: PGIM, Inc., as investment manager


By:/s/ Anna Sabiston​ ​​ ​​ ​
         Vice President
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PRUDENTIAL RETIREMENT GUARANTEED COST BUSINESS TRUST
By: Prudential Retirement Insurance and Annuity Company (as Grantor)

By: PGIM, Inc. (as Investment Manager)


By:/s/ Anna Sabiston​ ​​ ​​ ​
         Vice President
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THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By: PGIM, Inc., as investment manager


By:/s/ Anna Sabiston​ ​​ ​​ ​
         Vice President
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PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION
By: PGIM, Inc., as investment manager
​
​
By:/s/ Anna Sabiston​ ​​ ​​ ​
         Vice President
​
​
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By: PGIM, Inc., as investment manager
​
​
By:/s/ Anna Sabiston​ ​​ ​​ ​
         Vice President
​
​
THE PRUDENTIAL LIFE INSURANCE COMPANY, LTD.
By: PGIM Japan Co., Ltd., as Investment Manager

By: PGIM, Inc., as Sub-Adviser
​
​
By:/s/ Anna Sabiston​ ​​ ​​ ​
         Vice President
​
​



The foregoing letter is 
hereby accepted as of the 
date first above written.

​
WINMARK CORPORATION



By: /s/ Anthony D. Ishaug​ ​
Name:  Anthony D. Ishaug
Title:   Executive Vice President and Chief 
Financial Officer
​
WIRTH BUSINESS CREDIT, INC.



By: /s/ Anthony D. Ishaug​ ​
Name:  Anthony D. Ishaug
Title:    Chief Financial Officer and Treasurer
​
WINMARK CAPITAL CORPORATION



By: /s/ Anthony D. Ishaug​ ​
Name:  Anthony D. Ishaug
Title:   Chief Financial Officer and Treasurer
​
GROW BIZ GAMES, INC.



By: /s/ Anthony D. Ishaug​ ​
Name:  Anthony D. Ishaug
Title:    Chief Financial Officer, Treasurer and
 Secretary
​



EXHIBIT A
PURCHASER SCHEDULE
3.18% SERIES C Senior Secured Notes Due September 10, 2028
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	​


	​


	​



	​
	Aggregate Principal
Amount of Notes
to be Purchased
	​
Note
Denomination

	PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION
	$4,750,000.00
	$4,750,000.00

	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
	$13,000,000.00
	$11,500,000.00

	​
	​
	$1,500,000.00

	THE PRUDENTIAL LIFE INSURANCE COMPANY, LTD
	$12,250,000.00
	$12,250,000.00



​
​



​
EXHIBIT B
[FORM OF SERIES C REQUEST FOR PURCHASE]

WINMARK CORPORATION
WIRTH BUSINESS CREDIT, INC.
WINMARK CAPITAL CORPORATION
GROW BIZ GAMES, INC.

SERIES C REQUEST FOR PURCHASE
​
To:[NAMES OF PURCHASERS]
c/o Prudential Capital Group
60 S. 6th Street, Suite 3700
Minneapolis, Minnesota 55402-4422
Attention:  Managing Director
​
Reference is made to the Note Agreement dated as of May 14, 2015 (as amended from time to time including by Amendment No. 5 thereto dated September [10], 2021 (the “Fifth Amendment”), the “Note Agreement”), among Winmark Corporation, a Minnesota corporation (the “Company”), Wirth Business Credit, Inc., a Minnesota corporation (“Wirth”), Winmark Capital Corporation, a Minnesota corporation (“Winmark Capital”), Grow Biz Games, Inc., a Minnesota corporation (“Grow Biz”; the Company, Wirth, Winmark Capital, Grow Biz and any other Person who joins the Note Agreement as an Issuer pursuant to paragraph 5J, collectively, the “Issuers”), and the purchasers party thereto.  Pursuant to paragraph 2C(2) of the Agreement, the undersigned hereby certify as follows:
Pursuant to Section 2 of the Fifth Amendment, the Issuers hereby make the following request for the purchase of the Series C Notes:
	1.
	Aggregate principal amount of the Series C Notes covered hereby (the “Secired C Notes”) $30,000,000.


	2.
	The proceeds of the requested Series C Notes are to be transferred as follows:


Name, Address
and ABA RoutingNumber ofName and Telephone No.
Number of Bank  Account    of Bank Office            
[To be completed by the Issuers]
	3.
	The Issuers hereby further certify that (a) all conditions precedent to the purchasing of the Series C Notes requested hereby set forth in Section 2 of the Fifth Amendment have been, or immediately prior to the purchasing of the Series C Notes will be, satisfied, (b) the representations and warranties contained in 3.1 of the Fifth Amendment are true and correct on and as of the date of this Series C Purchase Request (except to the extent that any expressly relate to an earlier date) and will be true on and as of the date of the purchasing of the Series C Notes requested herein, (c) no event has occurred and is continuing, or would result from the requested purchase of the Series C Notes 





or the application of the proceeds therefrom, which constitutes a Default or Event of Default, and (d) after giving effect to the purchasing of the Series C Notes requested herein, the Issuers shall have no right to request, and no Series C Purchaser shall have any obligation to purchase, additional Series C Notes or other extensions of credit.
Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to such terms in the Agreement.



Date:​ ​​ ​​ ​​ ​
WINMARK CORPORATION

​
By:‌Name: Title:   
WIRTH BUSINESS CREDIT, INC.

​
By:‌Name: Title:   
WINMARK CAPITAL CORPORATION

​
By:‌Name: Title:   
GROW BIZ GAMES, INC.

​
By:‌Name: Title:   



Annex I
Exhibit A-3
[FORM OF SERIES C NOTE]
WINMARK CORPORATION 
WIRTH BUSINESS CREDIT, INC. 
WINMARK CAPITAL CORPORATION 
GROW BIZ GAMES, INC.
3.18% SENIOR SECURED NOTE DUE SEPTMEBER 10, 2028
​
​
No. C-___‌[Date]
$________‌PPN:  97424* AA2
​
FOR VALUE RECEIVED, the undersigned, WINMARK CORPORATION, a corporation organized and existing under the laws of the State of Minnesota (herein called the “Company”), Wirth Business Credit, Inc., a corporation organized and existing under the laws of the State of Minnesota (herein called “Wirth”), Winmark Capital Corporation, a corporation organized and existing under the laws of the State of Minnesota (herein called “Winmark Capital”), and Grow Biz Games, Inc., a corporation organized and existing under the laws of the State of Minnesota (“Grow Biz”; the Company, Wirth, Winmark Capital and Grow Biz being collectively called the “Issuers”), hereby jointly and severally promise to pay to _______________________________, or registered assigns, the principal sum of _______________________________ DOLLARS on September 10, 2028, with interest (computed on the basis of a 360-day year--30-day month) (a) on the unpaid balance thereof at the rate of 3.18% per annum from the date hereof, payable quarterly on the 10th day of December, March, June, September in each year, commencing with the December 10,  March 10, June 10 or September 10 next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) (i) on any overdue payment (including any overdue prepayment) of principal, any overdue payment of Yield-Maintenance Amount, any overdue payment of interest (to the extent permitted by applicable law), and (ii) during any period when an Event of Default shall be in existence, at the election of the Required Holder(s), on the entire principal amount hereof, at a rate per annum from time to time equal to the Default Rate, payable quarterly as aforesaid (or, at the option of the registered holder hereof, on demand). The “Default Rate” shall mean a rate per annum from time to time equal to the lesser of (i) the maximum rate permitted by applicable law, and (ii) the greater of (a) 5.18% or (b) 2.00% over the rate of interest publicly announced by JPMorgan Chase Bank, National Association, from time to time in New York City as its Prime Rate.  
Payments of principal of, interest on and any Yield-Maintenance Amount payable with respect to this Note are to be made at the main office of JPMorgan Chase Bank in New 



York City or at such other place as the holder hereof shall designate to the Company in writing, in lawful money of the United States of America.  
This Note is one of a series of Senior Secured Notes (herein called the “Notes”) issued pursuant to a Note Agreement, dated as of May 14, 2015 (herein called the “Agreement”), among the Issuers and the original purchasers of the Notes named in the Purchaser Schedule attached thereto and is entitled to the benefits thereof.
This Note is a registered Note and, as provided in the Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Issuers may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Issuers shall not be affected by any notice to the contrary.
The Issuers jointly and severally agrees to make required prepayments of principal on the dates and in the amounts specified in the Agreement. This Note is also subject to optional prepayment, in whole or from time to time in part, on the terms specified in the Agreement, but not otherwise.
This Note is secured by, and entitled to the benefits of, the Collateral Documents. Reference is made to the Collateral Documents for a statement concerning the terms and conditions governing the collateral security for the obligations of the Issuers hereunder.
Each Issuer and any and all endorsers, guarantors and sureties severally waive demand, presentment for payment, notice of dishonor or default, notice of intent to accelerate, notice of acceleration (except to the extent required in the Agreement), protest and diligence in collecting in connection with this Note, whether now or hereafter required by applicable law.
In case an Event of Default shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner and with the effect provided in the Agreement.
Capitalized terms used herein which are defined in the Agreement and not otherwise defined herein shall have the meanings as defined in the Agreement.
​



THIS NOTE IS INTENDED TO BE PERFORMED IN THE STATE OF ILLINOIS AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAW OF SUCH STATE (EXCLUDING ANY CONFLICTS OF LAW RULES WHICH WOULD OTHERWISE CAUSE THIS NOTE TO BE CONSTRUED OR ENFORCED IN ACCORDANCE WITH THE LAWS OF ANY OTHER JURISDICTION).
​
WINMARK CORPORATION
​
​
By:‌
Name: ‌
Title: ‌
​
​
WIRTH BUSINESS CREDIT, INC.
​
​
By:‌
Name: ‌
Title: ‌
​
​
WINMARK CAPITAL CORPORATION
​
​
By:‌
Name: ‌
Title: ‌
​
​
GROW BIZ GAMES, INC.
​
​
By:‌
Name: ‌
Title: ‌