Savers Value Village, Inc. [ ⚫ ] Shares of common stock Underwriting AgreementUnderwriting Agreement • June 20th, 2023 • Savers Value Village, Inc. • Retail-miscellaneous retail • New York
Savers Value Village, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom J.P. Morgan Securities LLC, Jefferies LLC, Goldman Sachs & Co. LLC and UBS Securities LLC are acting as representatives (the “Representatives”), an aggregate of [ ⚫ ] shares of common stock, par value $0.001 per share, of the Company (the “Underwritten Shares”). In addition, certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell, at the option of the Underwriters, up to an additional [ ⚫ ] shares of common stock of the Company, (the “Option Shares” and, together with the Underwritten Shares, the “Shares”). The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
INDEMNIFICATION AGREEMENT by and between SAVERS VALUE VILLAGE, INC. and as Indemnitee Dated as of [__________]Indemnification Agreement • May 11th, 2023 • Savers Value Village, Inc. • Retail-miscellaneous retail • Delaware
INDEMNIFICATION AGREEMENT, dated effective as of [_________] (this “Agreement”), by and between Savers Value Village, Inc., a Delaware corporation (the “Company”), and [____________] (“Indemnitee”). Capitalized terms used in this Agreement and not otherwise defined shall have the respective meanings set forth in Article 1.
EVERGREEN ACQCO 1 LP, as the Issuer, TVI, INC., as the Co-Issuer, THE GUARANTORS PARTY HERETO FROM TIME TO TIME, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Notes Collateral Agent 9.750% Senior Secured Notes due 2028 INDENTURE Dated as...Indenture • February 8th, 2023 • Savers Value Village, Inc. • Retail-miscellaneous retail • New York
INDENTURE dated as of February 6, 2023, by and among EVERGREEN ACQCO 1 LP, a Delaware limited partnership (the “Issuer”), TVI, INC., a Washington State corporation (the “Co-Issuer” and, together with Issuer, the “Issuers”), the GUARANTORS party hereto from time to time and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”) and as notes collateral agent (the “Notes Collateral Agent”).
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT By and Among SAVERS VALUE VILLAGE, INC., ARES CORPORATE OPPORTUNITIES FUND V, L.P. ASSF IV AIV B, L.P. ASOF HOLDINGS I, L.P. AMARI INVESTMENT PTE. LTD. and ASSF IV AIV B HOLDINGS III, L.P. Dated as of July...Stockholders Agreement • July 3rd, 2023 • Savers Value Village, Inc. • Retail-miscellaneous retail • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of July 3, 2023 (the “Effective Date”), is by and among Savers Value Village, Inc., a Delaware corporation (the “Company”) and Ares Corporate Opportunities Fund V, L.P., ASSF IV AIV B, L.P., ASOF Holdings I, L.P., Amari Investment PTE. Ltd. and ASSF IV AIV B Holdings III, L.P. (collectively, “Ares”).
SAVERS VALUE VILLAGE, INC. OMNIBUS INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • May 10th, 2024 • Savers Value Village, Inc. • Retail-miscellaneous retail • Delaware
This RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), dated as of [●] (the “Date of Grant”), is delivered by Savers Value Village, Inc. (the “Company”) to [●] (the “Participant”).
REGISTRATION RIGHTS AGREEMENT by and among SAVERS VALUE VILLAGE, INC., ARES CORPORATE OPPORTUNITIES FUND V, L.P., ASSF IV AIV B, L.P., ASOF HOLDINGS I, L.P., AMARI INVESTMENT PTE. LTD., and ASSF IV AIV B HOLDINGS III, L.P. Dated as of July 3, 2023Registration Rights Agreement • July 3rd, 2023 • Savers Value Village, Inc. • Retail-miscellaneous retail • New York
THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of July 3, 2023 by and among Savers Value Village, Inc., a Delaware corporation (the “Company”) and Ares Corporate Opportunities Fund V, L.P., ASSF IV AIV B, L.P., ASOF Holdings I, L.P., Amari Investment PTE. Ltd. and ASSF IV AIV B Holdings III, L.P. (collectively, “Ares”) and any transferee that becomes a party to this Agreement by executing and delivering a counterpart to this Agreement in the form attached as Exhibit A.
SAVERS VALUE VILLAGE, INC. OMNIBUS INCENTIVE COMPENSATION PLAN NONQUALIFIED STOCK OPTION GRANT AGREEMENTNonqualified Stock Option Grant Agreement • May 10th, 2024 • Savers Value Village, Inc. • Retail-miscellaneous retail • Delaware
This NONQUALIFIED STOCK OPTION GRANT AGREEMENT (the “Agreement”), dated as of [●] (the “Date of Grant”), is delivered by Savers Value Village, Inc. (the “Company”) to [●] (the “Participant”).
AGREEMENT FOR THE DESIGN, MANUFACTURING AND COMMISSIONING OF A BOOKS AND MEDIA PROCESSING SYSTEM between VALVAN BALING SYSTEMS NV as the Supplier and VALUE VILLAGE STORES as the PurchaserManufacturing Agreement • December 22nd, 2021 • S-Evergreen Holding LLC • Retail-miscellaneous retail • Washington
CREDIT AGREEMENT dated as of April 26, 2021 by and among EVERGREEN ACQCO 1 LP, as US Borrower VALUE VILLAGE CANADA INC., as Canadian Borrower S-EVERGREEN HOLDING CORP., as Holdings EVERGREEN ACQCO GP LLC, as Holdings GP KKR LOAN ADMINISTRATION...Credit Agreement • March 30th, 2023 • Savers Value Village, Inc. • Retail-miscellaneous retail • Delaware
This CREDIT AGREEMENT is entered into as of April 26, 2021, by and among EVERGREEN ACQCO 1 LP, a Delaware limited partnership (the “US Borrower”), VALUE VILLAGE CANADA INC., a British Columbia corporation (the “Canadian Borrower” and, together with the US Borrower, the “Borrowers”), S-EVERGREEN HOLDING CORP., a Delaware corporation (“Holdings”), EVERGREEN ACQCO GP LLC, a Delaware limited liability company (“Holdings GP”), KKR LOAN ADMINISTRATION SERVICES LLC (“KLAS”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents, each Issuing Bank from time to time party hereto, KKR CAPITAL MARKETS LLC (“KCM”), JEFFERIES FINANCE LLC (“Jefferies”), PNC BANK, NATIONAL ASSOCIATION (“PNC”) and CREDIT SUISSE LOAN FUNDING LLC (“CSLF”), as joint lead arrangers and joint physical bookrunners (collectively, the “Lead Arrangers”),
SAVERS VALUE VILLAGE, INC. OMNIBUS INCENTIVE COMPENSATION PLAN FORM OF NONQUALIFIED STOCK OPTION GRANT AGREEMENTNonqualified Stock Option Grant Agreement • May 11th, 2023 • Savers Value Village, Inc. • Retail-miscellaneous retail • Delaware
This NONQUALIFIED STOCK OPTION GRANT AGREEMENT (the “Agreement”), dated as of [•] (the “Date of Grant”), is delivered by Savers Value Village, Inc. (the “Company”) to [•] (the “Participant”).
SAVERS VALUE VILLAGE, INC. OMNIBUS INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AGREEMENT (NON-EMPLOYEE DIRECTOR AWARD)Restricted Stock Unit Agreement • May 10th, 2024 • Savers Value Village, Inc. • Retail-miscellaneous retail • Delaware
This RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), dated as of [●] (the “Date of Grant”), is delivered by Savers Value Village, Inc. (the “Company”) to [●] (the “Participant”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 11th, 2023 • Savers Value Village, Inc. • Retail-miscellaneous retail
This Amended and Restated Employment Agreement (“Agreement”) is made and entered into by and between TVI, Inc. (the “Company”) and Mark T. Walsh (“Employee”) effective as of March 8, 2023 (the “Effective Date”). Employee currently serves as the Company’s Chief Executive Officer pursuant to that certain employment agreement between Employee and the Company dated as of December 16, 2021 (the “Prior Agreement”), which is hereby amended and restated in its entirety by this Agreement.
FORM OF OPTION AGREEMENT OF SAVERS VALUE VILLAGE, INC.Option Agreement • May 11th, 2023 • Savers Value Village, Inc. • Retail-miscellaneous retail
THIS AGREEMENT (the “Agreement”) is entered into as of [GRANT DATE] (the “GRANT DATE”) by and between Savers Value Village, Inc., a Delaware corporation (previously S-Evergreen Holding, LLC) (the “Company”), and [FIRST NAME LAST NAME], an employee or manager of the Company or one of its Subsidiaries (hereinafter referred to as the “Optionee”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 22nd, 2021 • S-Evergreen Holding LLC • Retail-miscellaneous retail
This FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of November 8, 2021 (this “First Amendment”), is entered into among EVERGREEN ACQCO 1 LP, a Delaware limited partnership (the “US Borrower”), VALUE VILLAGE CANADA INC., a British Columbia corporation (the “Canadian Borrower” and, together with the US Borrower, the “Borrowers”), S-EVERGREEN HOLDING CORP., a Delaware corporation (“Holdings”), EVERGREEN ACQCO GP LLC, a Delaware limited liability company (“Holdings GP”), the other Guarantors party hereto, KKR LOAN ADMINISTRATION SERVICES LLC, as Administrative Agent and Collateral Agent and the 2021 Incremental Term Lenders (as defined below). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement (as defined below).
AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • August 11th, 2023 • Savers Value Village, Inc. • Retail-miscellaneous retail • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of July 3, 2023 (the “Effective Date”), is by and among Savers Value Village, Inc., a Delaware corporation (the “Company”) and Ares Corporate Opportunities Fund V, L.P., ASSF IV AIV B, L.P., ASOF Holdings I, L.P., Amari Investment PTE. Ltd. and ASSF IV AIV B Holdings III, L.P. (collectively, “Ares”).
FOURTH AMENDMENT TO CREDIT AGREEMENT This FOURTH AMENDMENT TO CREDIT AGREEMENT, dated as of June 27, 2024 (this “Fourth Amendment”), is entered into among EVERGREEN ACQCO 1 LP, a Delaware limited partnership (the “US Borrower”), VALUE VILLAGE CANADA...Credit Agreement • June 28th, 2024 • Savers Value Village, Inc. • Retail-miscellaneous retail
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 30th, 2023 • Savers Value Village, Inc. • Retail-miscellaneous retail
This SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of November 23, 2022 (this “Second Amendment”), is entered into among EVERGREEN ACQCO 1 LP, a Delaware limited partnership (the “US Borrower”), VALUE VILLAGE CANADA INC., a British Columbia corporation (the “Canadian Borrower” and, together with the US Borrower, the “Borrowers”), S-EVERGREEN HOLDING CORP., a Delaware corporation (“Holdings”), EVERGREEN ACQCO GP LLC, a Delaware limited liability company (“Holdings GP”), the other Guarantors party hereto, KKR LOAN ADMINISTRATION SERVICES LLC, as Administrative Agent and Collateral Agent, and the lenders listed as 2022 Incremental Revolving Lenders on the signature pages hereto (the “2022 Incremental Revolving Lenders”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement (as defined below).
SAVERS VALUE VILLAGE, INC. OMNIBUS INCENTIVE COMPENSATION PLAN FORM OF RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • May 11th, 2023 • Savers Value Village, Inc. • Retail-miscellaneous retail • Delaware
This RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), dated as of [•] (the “Date of Grant”), is delivered by Savers Value Village, Inc. (the “Company”) to [•] (the “Participant”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 8th, 2024 • Savers Value Village, Inc. • Retail-miscellaneous retail
This THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of January 30, 2024 (this “Third Amendment”), is entered into among EVERGREEN ACQCO 1 LP, a Delaware limited partnership (the “US Borrower”), VALUE VILLAGE CANADA INC., a British Columbia corporation (the “Canadian Borrower” and, together with the US Borrower, the “Borrowers”), S-EVERGREEN HOLDING CORP., a Delaware corporation (“Holdings”), EVERGREEN ACQCO GP LLC, a Delaware limited liability company (“Holdings GP”), the other Guarantors party hereto, KKR LOAN ADMINISTRATION SERVICES LLC, as Administrative Agent and Collateral Agent, the Consenting Lenders (as defined below) party hereto and the Purchasing Term Lender (as defined below). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement (as defined below).
FORM OF EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 11th, 2023 • Savers Value Village, Inc. • Retail-miscellaneous retail • Washington
THIS [AMENDED AND RESTATED] EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between TVI, Inc. (the “Company”) and «NAME» (the “Executive”) as of «DATE» (the “Effective Date”).
