INTERCREDITOR AND COLLATERAL AGENCY AGREEMENTIntercreditor and Collateral Agency Agreement • May 18th, 2015 • Winmark Corp • Retail-miscellaneous retail • Minnesota
This Intercreditor and Collateral Agency Agreement (this “Agreement”), dated as of this 14th day of May 2015, is by and among The PrivateBank and Trust Company (“PrivateBank”), BMO Harris Bank N.A. (“BMO”), The Prudential Insurance Company of America (“Prudential”), Pruco Life Insurance Company (“Pruco”), Prudential Retirement Guaranteed Cost Business Trust (“Prudential Guaranteed”), PrivateBank, in its capacity as Bank Agent, and PrivateBank, in its capacity as Collateral Agent. All terms used herein which are defined in Section 1 hereof or in the text of any other Section hereof shall have the meanings given therein.
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • May 18th, 2015 • Winmark Corp • Retail-miscellaneous retail • Minnesota
TRADEMARK SECURITY AGREEMENT, dated as of May 14, 2015, by Winmark Corporation, a Minnesota corporation (the “Company”), Wirth Business Credit, Inc., a Minnesota corporation (“Wirth”), Winmark Capital Corporation, a Minnesota corporation (“Winmark Capital”), and Grow Biz Games, Inc., a Minnesota corporation (“Grow Biz”; the Company, Wirth, Winmark Capital, Grow Biz, collectively the “Grantors”, and each individually a “Grantor”), in favor of THE PRIVATEBANK AND TRUST COMPANY, an Illinois bank and trust company, in its capacity as collateral agent for the Senior Lenders (as defined in the Intercreditor Agreement defined below) (the “Collateral Agent”).
AMENDED AND RESTATED PLEDGE AGREEMENTPledge Agreement • May 18th, 2015 • Winmark Corp • Retail-miscellaneous retail • Minnesota
THIS AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of May 14, 2015 (this “Agreement”), is made and given by WINMARK CORPORATION, a Minnesota corporation (the “Pledgor”) to THE PRIVATEBANK AND TRUST COMPANY, an Illinois bank and trust company, in its capacity as collateral agent for the Senior Lenders (as defined in the Intercreditor Agreement defined below) (the “Collateral Agent”).
REVOLVING NOTERevolving Note • May 18th, 2015 • Winmark Corp • Retail-miscellaneous retail
This Note evidences indebtedness incurred under, and is subject to the terms and provisions of, the Credit Agreement, dated as of July 13, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; terms not otherwise defined herein are used herein as defined in the Credit Agreement), among the undersigned, The PrivateBank and Trust Company as Administrative Agent for the lenders, certain other 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 Note may or must be paid prior to its due date or its due date accelerated.
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • May 18th, 2015 • Winmark Corp • Retail-miscellaneous retail • Minnesota
THIS AMENDED AND RESTATED SECURITY AGREEMENT dated as of May 14, 2015 (this “Security Agreement”), is by and between WINMARK CORPORATION, a Minnesota corporation (the “Debtor”), and THE PRIVATEBANK AND TRUST COMPANY, an Illinois bank and trust company, in its capacity as collateral agent for the Senior Lenders (as defined in the Intercreditor Agreement defined below) (the “Secured Party”).
