EXHIBIT 10.4


 


THIRD AMENDED AND RESTATED NOTE


 


June 10, 2008


	
  $30,000,000

  	
   

  	
  Minneapolis, Minnesota

  



 


The
undersigned, jointly and severally, for value received, promise to pay to the
order of LaSalle Bank National Association (the “Lender”) at the
Administrative Agent’s Office (as defined in the Credit Agreement) the
aggregate unpaid amount of all Loans made to the undersigned by the Lender
pursuant to the Credit Agreement referred to below (as shown on the schedule
attached hereto (and any continuation thereof) or in the records of the
Lender), such principal amount to be payable on the dates set forth in the
Credit Agreement.


 


The
undersigned, jointly and severally, further promise to pay interest on the
unpaid principal amount of each Loan from the date of such Loan until such Loan
is paid in full, payable at the rate(s) and at the time(s) set forth
in the Credit Agreement.  Payments of
both principal and interest are to be made in lawful money of the United States
of America.


 


This
Third Amended and Restated Note amends and restates that certain Second Amended
and Restated Note dated August 15, 2007, in the original principal amount
of $25,000,000 issued by the undersigned to the order of the Lender (the “Prior
Note”).  It is expressly intended,
understood and agreed that this Third Amended and Restated Note shall replace
the Prior Note as evidence of such indebtedness of the undersigned to the
Lender, and such indebtedness of the undersigned to the Lender heretofore
represented by the Prior Note, as of the date hereof, shall be considered
outstanding hereunder from and after the date hereof and shall not be
considered paid (nor shall the undersigned’s obligation to pay the same be
considered discharged or satisfied) as a result of the issuance of this Third Amended
and Restated Note.


 


This
Third Amended and Restated Note evidences indebtedness incurred under, and is
subject to the terms and provisions of, the Amended and Restated Revolving
Credit Agreement, dated as of June 10, 2008, which amended and restated
that certain 364-Day Revolving Credit Agreement, dated as of September 30, 2004, as
amended by that certain First Amendment to 364-Day Revolving Credit Agreement
dated as of August 25, 2005, that certain Second Amendment to 364-Day
Revolving Credit Agreement dated as of March 31, 2006, that certain
Third Amendment to 364-Day Revolving Credit Agreement dated as of May 19, 2006,
that certain Fourth Amendment to 364-Day Revolving Credit Agreement dated as of
August 15, 2007, and that certain Fifth Amendment to 364-Day
Revolving Credit Agreement dated as of November 12, 2007 (as further
amended, supplemented or modified, the “Credit Agreement”; terms not
otherwise defined herein are used herein as defined in the Credit Agreement),
among the undersigned, certain lenders party thereto and the Lender, to which
Credit Agreement reference is hereby made for a statement of the terms and
provisions under which this Third Amended and Restated Note may or must be paid
prior to its due date or its due date accelerated.


 


This
Third Amended and Restated Note is made under and governed by the laws of the
State of Minnesota applicable to contracts made and to be performed entirely
within such State.


 


	
  WINMARK
  CORPORATION

  	
   

  	
  GROW
  BIZ GAMES, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
       /s/
  Brett D. Heffes

  	
   

  	
  By:

  	
       /s/
  Brett D. Heffes

  
	
  Name: Brett Heffes

  	
   

  	
  Name:  Brett Heffes

  
	
  Title: Chief Financial
  Officer and Treasurer

  	
   

  	
  Title:   Chief Financial Officer and Treasurer

  
	
   

  	
   

  	
   

  
	
  WIRTH
  BUSINESS CREDIT, INC.

  	
   

  	
  WINMARK
  CAPITAL CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
       /s/
  Brett D. Heffes

  	
   

  	
  By:

  	
       /s/
  Brett D. Heffes

  
	
  Name: Brett Heffes

  	
   

  	
  Name:  Brett Heffes

  
	
  Title: Chief Financial
  Officer and Treasurer

  	
   

  	
  Title:   Chief Financial Officer and Treasurer