SIMILAR GOVERNING BODY) OF EACH LOAN PARTY AUTHORIZING THE
EXECUTION, DELIVERY AND PERFORMANCE OF THIS AMENDMENT AND ANY OTHER DOCUMENTS OR
INSTRUMENTS TO BE EXECUTED BY SUCH LOAN PARTY IN CONNECTION WITH THIS AMENDMENT
(COLLECTIVELY, THE "AMENDMENT DOCUMENTS") CERTIFIED AS TRUE AND ACCURATE BY,
WITH RESPECT TO WINMARK CORPORATION, ONE OF ITS SENIOR OFFICERS, AND WITH
RESPECT TO EACH OTHER LOAN PARTY, ONE OF ITS SENIOR OFFICERS OR ITS DULY
APPOINTED KEEPER OF THE RECORDS, ALONG WITH A CERTIFICATION BY SUCH AUTHORIZED
INDIVIDUAL (I) CERTIFYING THERE HAS BEEN NO AMENDMENT TO THE ARTICLES OF
INCORPORATION AND BYLAWS OF SUCH LOAN PARTY SINCE TRUE AND ACCURATE COPIES OF
THE SAME WERE DELIVERED TO THE AGENT IN CONNECTION WITH THE CONSUMMATION OF THE
CREDIT AGREEMENT, OR IF SUCH DOCUMENTS HAVE BEEN AMENDED, CERTIFYING THAT TRUE
AND ACCURATE COPIES OF SUCH AMENDMENT HAVE BEEN ATTACHED THERETO, OR IF SUCH
DOCUMENTS HAVE NOT BEEN PREVIOUSLY DELIVERED, ATTACHING SUCH DOCUMENTS AND
CERTIFYING THAT SUCH DOCUMENTS ARE TRUE, ACCURATE AND COMPLETE, AND
(II) IDENTIFYING EACH OFFICER OF SUCH LOAN PARTY AUTHORIZED TO EXECUTE THE
AMENDMENT DOCUMENTS, AND CERTIFYING AS TO SPECIMENS OF SUCH OFFICER'S SIGNATURES
AND SUCH OFFICER'S INCUMBENCY IN SUCH OFFICES AS SUCH OFFICER HOLDS.
SECTION 3.4
OTHER.
THE LOAN PARTIES SHALL HAVE SATISFIED SUCH OTHER
CONDITIONS AS SPECIFIED BY THE AGENT, INCLUDING PAYMENT OF ALL INVOICED BUT
UNPAID LEGAL FEES AND EXPENSES INCURRED BY THE AGENT THROUGH THE DATE OF THIS
AMENDMENT IN CONNECTION WITH THE CREDIT AGREEMENT AND THE AMENDMENT DOCUMENTS.
2
SECTION 4.
REPRESENTATIONS, WARRANTIES, AUTHORITY, NO ADVERSE
CLAIM.
SECTION 4.1
REASSERTION OF REPRESENTATIONS AND WARRANTIES.
THE LOAN PARTIES
HEREBY REPRESENT TO THE AGENT AND THE LENDERS THAT ON AND AS OF THE DATE HEREOF
AND AFTER GIVING EFFECT TO THIS AMENDMENT (A) ALL OF THE REPRESENTATIONS AND
WARRANTIES CONTAINED IN THE CREDIT AGREEMENT ARE TRUE, CORRECT AND COMPLETE IN
ALL RESPECTS AS OF THE DATE HEREOF AS THOUGH MADE ON AND AS OF SUCH DATE, EXCEPT
FOR CHANGES PERMITTED BY THE TERMS OF THE CREDIT AGREEMENT, AND (B) THERE WILL
EXIST NO DEFAULT, EVENT OF DEFAULT OR UNMATURED EVENT OF DEFAULT UNDER THE
CREDIT AGREEMENT AS AMENDED BY THIS AMENDMENT ON SUCH DATE WHICH HAS NOT BEEN
WAIVED BY THE BANK.
SECTION 4.2
AUTHORITY, NO CONFLICT, NO CONSENT REQUIRED.
EACH LOAN PARTY
REPRESENTS AND WARRANTS TO THE AGENT AND THE LENDERS THAT THE SUCH LOAN PARTY
HAS THE POWER AND LEGAL RIGHT AND AUTHORITY TO ENTER INTO THE AMENDMENT
DOCUMENTS AND HAS DULY AUTHORIZED AS APPROPRIATE THE EXECUTION AND DELIVERY OF
THE AMENDMENT DOCUMENTS AND OTHER AGREEMENTS AND DOCUMENTS EXECUTED AND
DELIVERED BY SUCH LOAN PARTY IN CONNECTION HEREWITH OR THEREWITH BY PROPER
CORPORATE ACTION, AND NONE OF THE AMENDMENT DOCUMENTS NOR THE AGREEMENTS
CONTAINED HEREIN OR THEREIN CONTRAVENES OR CONSTITUTES A DEFAULT UNDER ANY
AGREEMENT, INSTRUMENT OR INDENTURE TO WHICH SUCH LOAN PARTY IS A PARTY OR A
SIGNATORY OR A PROVISION OF SUCH LOAN PARTY'S ARTICLES OF INCORPORATION, BYLAWS
OR ANY OTHER AGREEMENT OR REQUIREMENT OF LAW, OR