EXHIBIT 10.1


 


FIRST AMENDMENT TO MODIFICATION AGREEMENT


 


This
FIRST  AMENDMENT TO
MODIFICATION AGREEMENT (this “Amendment”), made and entered
into as of October 20, 2010, is by and among Winmark Corporation, a
Minnesota corporation (“Winmark”) and BridgeFunds LLC, a Nevada Limited
liability company (“BridgeFunds”).


 


RECITALS


 


1.                                       Winmark and
BridgeFunds are parties to: (i) that certain Securities Purchase
Agreement, dated as of October 13, 2004, as amended and assigned (the “Purchase
Agreement”), pursuant to which Winmark holds four promissory notes
representing aggregate indebtedness totaling $2.0 million, exclusive of unpaid
interest, due from BridgeFunds (each note individually referred to herein as a “Note”
and collectively as the “Notes”);  and (ii) that
certain Modification Agreement, dated as of October 22, 2009 (the “Modification
Agreement”).


 


2.                                       Winmark and
BridgeFunds desire to amend certain provisions of the Modification Agreement,
subject to the terms and conditions set forth in this Amendment.


 


AGREEMENT


 


NOW, THEREFORE, for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto
hereby covenant and agree to be bound as follows:


 


Section 1.                                            Capitalized
Terms.  Capitalized
terms used herein and not otherwise defined herein shall have the meanings
assigned to them in the Purchase Agreement, each Note and the Modification
Agreement, unless the context shall otherwise require.


 


Section 2.                                            Amendment.  Each Note and the
Modification Agreement is hereby amended as follows:


 


Section 2.1                                      Maturity
Date.  The
maturity date in clause (i) of the first paragraph of each Note will be
changed to June 30, 2011.


 


Section 2.2                                      Available
Cash Flow.  The
definition of Available Cash Flow in the fifth sentence of Section 4 of
the Modification Agreement is hereby deleted and replaced in its entirety by
the following:


 


“Available
Cash Flow” means, for any month, all payments and distributions received by
BridgeFunds from its subsidiaries during such month after payment of (i) the
monthly fixed fees and reimbursable out-of-pocket expenses payable to Rewind
under the Sub-Servicing Agreement during such month (including any past due
amounts from any prior month) and (ii) other ordinary and necessary
operating expenses of BridgeFunds for such month (including any past due 


 

















 


amounts
from any prior month); however, to the extent that amounts for either (i) or
(ii) above exceed 33.3% of all payments and distributions received by
BridgeFunds during such month, Available Cash Flow cannot be less than 33.3% of
all payments and distributions received by BridgeFunds for such month.  Furthermore, to the extent that either (i) or
(ii) above are less than 33.3% of all payments and distributions received
by BridgeFunds during such month, such excess shall be considered as additional
Available Cash Flow on a pro rata basis.


 


Section 3.                                            Other Agreements Remain in Force.  Except
as set forth in this Agreement, all obligations, covenants and agreements of
the parties under each of the Notes, the Purchase Agreement and the
Modification Agreement remain in full force and effect.


 


[The remainder of this page is
intentionally left blank.]


 


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IN WITNESS WHEREOF, each of Winmark and
BridgeFunds has caused this Amendment to be executed as of the date and year
first above written.


 


 


	
   

  	
   

  	
   

  	
  WINMARK
  CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/
  Anthony D. Ishaug

  
	
   

  	
  Name:

  	
   

  	
  Anthony
  D. Ishaug 

  
	
   

  	
  Title:

  	
   

  	
  Chief
  Financial Officer and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  BRIDGEFUNDS,
  LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/
  Kenneth Klein

  
	
   

  	
  Name:

  	
   

  	
  Kenneth
  Klein

  
	
   

  	
  Title:

  	
   

  	
  Manager

  



 


 [Signature Page to First Amendment to
Modification Agreement]