DISTRIBUTION AND MANAGEMENT AGREEMENT dated as of , 2006 WINMARK CORPORATION and SUMNER HARRINGTON LTD.Distribution and Management Agreement • April 19th, 2006 • Winmark Corp • Retail-miscellaneous retail • Minnesota
THIS DISTRIBUTION AND MANAGEMENT AGREEMENT is entered into as of this day of , 2006 by and between Winmark Corporation, a Minnesota corporation (the “Company”), and Sumner Harrington Ltd., a Minnesota corporation (the “Agent”).
INDENTURE Dated as of , 2006, by and between WINMARK CORPORATION, as obligor and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trusteeIndenture • April 19th, 2006 • Winmark Corp • Retail-miscellaneous retail • Minnesota
THIS INDENTURE is hereby entered into as of , 2006, by and between Winmark Corporation, a Minnesota corporation (the “Company”), as obligor, and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”).
PAYING AGENT AGREEMENTPaying Agent Agreement • April 19th, 2006 • Winmark Corp • Retail-miscellaneous retail • Minnesota
THIS PAYING AGENT AGREEMENT (the “Agreement”) is made as of the [ } day of 2006 between Wells Fargo Bank, National Association, a national banking association maintaining its principal corporate trust office at Sixth Street & Marquette Ave; N9303-120, Minneapolis, MN 55479 (the “Paying Agent”), and Winmark Corporation, a Minnesota corporation maintaining its principal place of business at 4200 Dahlberg Drive, Suite 100, Minneapolis, Minnesota 55422-4837 (the “Issuer”).
RENEWABLE UNSECURED SUBORDINATED NOTE SUBSCRIPTION AGREEMENTRenewable Unsecured Subordinated Note Subscription Agreement • April 19th, 2006 • Winmark Corp • Retail-miscellaneous retail
To purchase a renewable unsecured subordinated note(s), please complete this form and write a check made payable to WINMARK CORPORATION (“Winmark”). Send this form along with your check and any other documents requested below to the selling agent for the notes, SUMNER HARRINGTON LTD., 11100 WAYZATA BOULEVARD, SUITE 170, MINNEAPOLIS, MN 55305. If you have any questions, call the selling agent for the notes, SUMNER HARRINGTON LTD., at 800-234-5777.
