INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • July 6th, 2021 • TGPX Holdings I LLC • Household appliances • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of [ 🌑 ], 2021 by and between Traeger, Inc., a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors/an officer/an employee] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
RECEIVABLES FINANCING AGREEMENT Dated as of November 2, 2020 by and among TRAEGER SPE LLC, as Borrower, THE PERSONS FROM TIME TO TIME PARTY HERETO, as Lenders and as Group Agents, MUFG BANK, LTD., as Administrative Agent, and TRAEGER PELLET GRILLS...Receivables Financing Agreement • July 6th, 2021 • TGPX Holdings I LLC • Household appliances • New York
This RECEIVABLES FINANCING AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of November 2, 2020 by and among the following parties:
REGISTRATION RIGHTS AGREEMENT by and among Traeger, Inc., AEA TGP Holdco LP Management Investors, 2594868 Ontario Limited, TCP Traeger Holdings SPV LLC and THE HOLDERS THAT ARE SIGNATORIES HERETO Dated as of [_______], 2021Assumption Agreement • July 6th, 2021 • TGPX Holdings I LLC • Household appliances • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of [______], 2021 (as amended, restated, modified or supplemented from time to time, this “Agreement”), by and among (i) Traeger, Inc., a Delaware corporation (the “Company”), (ii) AEA TGP Holdco LP, a Delaware limited partnership, and (iii) each of the Minority Investors (as defined below).
FIRST LIEN CREDIT AGREEMENT Dated as of September 25, 2017 among TGP HOLDINGS III LLC as the Borrower, TGPX HOLDINGS II LLC as Holdings, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as Administrative Agent and Collateral Agent and The Lenders Party Hereto...First Lien Credit Agreement • July 6th, 2021 • TGPX Holdings I LLC • Household appliances • London
This FIRST LIEN CREDIT AGREEMENT is entered into as of September 25, 2017, among TGP HOLDINGS III LLC, a Delaware limited liability company (the “Borrower”), TGPX HOLDINGS II LLC, a Delaware limited liability company (“Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent and as Collateral Agent.
SECOND LIEN CREDIT AGREEMENT Dated as of September 25, 2017 among TGP HOLDINGS III LLC as the Borrower, TGPX HOLDINGS II LLC as Holdings, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as Administrative Agent and Collateral Agent and The Lenders Party Hereto...Second Lien Credit Agreement • July 6th, 2021 • TGPX Holdings I LLC • Household appliances • London
This SECOND LIEN CREDIT AGREEMENT is entered into as of September 25, 2017, among TGP HOLDINGS III LLC, a Delaware limited liability company (the “Borrower”), TGPX HOLDINGS II LLC, a Delaware limited liability company (“Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent and as Collateral Agent.
LEASE by and between WILMINGTON GARDENS GROUP L.L.C., a Utah limited liability company as Landlord and TRAEGER PELLET GRILLS LLC, a Delaware limited liability company as Tenant for SUITE 200 1215 EAST WILMINGTON AVENUE SALT LAKE CITY, UTAHLease • July 6th, 2021 • TGPX Holdings I LLC • Household appliances
Unit 1C contained within Wilmington Gardens Condominium, a Utah mixed use condominium project, as the same is identified in the Declaration of Condominium and Bylaws recorded September 18, 2015 as Entry No. 12134565 in Book 10362 at Page 6416 of the official records of the Salt Lake County, Utah Recorder (as said Declaration may heretofore have been amended or supplemented), and in the Condominium Plat recorded September 18 2015 as Entry No. 12134564, in Book 2015P of Plats at Page 220 of the official records of the Salt Lake County, Utah Recorder (as said Condominium Plat may heretofore have been amended or supplemented).
LEASE AGREEMENTLease Agreement • July 6th, 2021 • TGPX Holdings I LLC • Household appliances • Utah
Capitalized terms, first appearing in quotations in this Summary of Basic Lease Terms, elsewhere in the Lease or any Exhibits, are definitions of such terms as used in the Lease and Exhibits and shall have the defined meaning whenever used.
TRAEGER PELLET GRILLS LLC AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 6th, 2021 • TGPX Holdings I LLC • Household appliances • Utah
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) dated as of September 25, 2017, by and between Traeger Pellet Grills LLC, a Delaware limited liability company (the “Company”), Jeremy Andrus (the “Employee”) and, solely for purposes of Sections 1(a) and 4 hereof, TGP Holdings LP, a Delaware limited partnership (“Holdings”). Capitalized terms used and not defined herein shall have the meanings assigned to them in the Agreement and Plan of Merger and Partnership Interest Purchase (the “Transaction Agreement”) by and among Traeger Pellet Grills Holdings LLC, TGP Holdings III Corp, TGP Holdings Merger Sub LLC, TCP Traeger Blocker Holdings L.P., Trilantic Capital Partners Associates V L.P. and TCP Traeger Holdings SPV LLC.
SEVERANCE AND RELEASE AND WAIVER OF CLAIMS AGREEMENTSeverance and Release And • July 6th, 2021 • TGPX Holdings I LLC • Household appliances • Utah
THIS SEVERANCE AND RELEASE AND WAIVER OF CLAIMS AGREEMENT (hereinafter this “Agreement”) is entered into this 5 day of October, 2020, by and between TRAEGER PELLET GRILLS, LLC, a Delaware limited liability company (“Traeger”), and STEPHEN P. WOODSIDE (“Woodside”). Traeger and Woodside are hereinafter collectively referred to as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • July 6th, 2021 • TGPX Holdings I LLC • Household appliances • Utah
EMPLOYMENT AGREEMENT (this “Agreement”), dated as of October 23, 2018 (the “Effective Date”), by and among Traeger Pellet Grills LLC, a Delaware limited liability company (the “Company”) and Stephen P. Woodside (the “Executive”) (each of the Executive and the Company, a “Party,” and collectively, the “Parties”) and, solely for purposes of Section 2.2, TGP Holdings LP, a Delaware limited partnership and an indirect parent company of the Company (“Parent”).
AMENDMENT NO. 3Existing Credit Agreement • July 6th, 2021 • TGPX Holdings I LLC • Household appliances • New York
THIS AMENDMENT NO. 3, dated as of March 2, 2020 (this “Amendment”), is entered into by and among TGP Holdings III LLC, a Delaware limited liability company (the “Lead Borrower”), Traeger Pellet Grills Holdings LLC, a Delaware limited liability company (together with the Lead Borrower, the “Borrowers”, and each a “Borrower”), TGPX Holdings II LLC, a Delaware limited liability company (“Holdings”), the Subsidiary Guarantors (as defined in the Existing Credit Agreement referred to below) party hereto, the Additional Revolving Credit Lender (as defined below) party hereto and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent (in such capacity, the “Administrative Agent”).
LIMITED LIABILITY COMPANY AGREEMENT OF TGPX HOLDINGS I LLCLimited Liability Company Agreement • July 6th, 2021 • TGPX Holdings I LLC • Household appliances • Delaware
This Limited Liability Company Agreement (this “Agreement”) of TGPX Holdings I LLC, a Delaware limited liability company (the “Company”), dated as of August 23, 2017, is entered into by TGP Holdings LP, a Delaware limited partnership, as the sole member of the Company (the “Member”). Any capitalized term used herein without definition shall have the meaning set forth in Article XI.
PURCHASE AND CONTRIBUTION AGREEMENT dated as of November 2, 2020 between TRAEGER PELLET GRILLS LLC, as Servicer and the ORIGINATORS FROM TIME TO TIME PARTY HERETO, as Originators and TRAEGER SPE LLC, as TransfereePurchase and Contribution Agreement • July 6th, 2021 • TGPX Holdings I LLC • Household appliances • New York
THIS PURCHASE AND CONTRIBUTION AGREEMENT dated as of November 2, 2020 (this “Agreement”) is among TRAEGER PELLET GRILLS LLC, a Delaware limited liability company (“Traeger”), as initial servicer (in such capacity, the “Servicer”), the originators from time to time party hereto (each, an “Originator”, and collectively, the “Originators”) and Traeger SPE LLC, a Delaware limited liability company (the “Transferee”). For good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
AMENDMENT NO. 4Existing Credit Agreement • July 6th, 2021 • TGPX Holdings I LLC • Household appliances • New York
THIS AMENDMENT NO. 4, dated as of March 20, 2020 (this “Amendment”), is entered into by and among TGP Holdings III LLC, a Delaware limited liability company (the “Lead Borrower”), Traeger Pellet Grills Holdings LLC, a Delaware limited liability company (together with the Lead Borrower, the “Borrowers”, and each a “Borrower”), TGPX Holdings II LLC, a Delaware limited liability company (“Holdings”), the Subsidiary Guarantors (as defined in the Existing Credit Agreement referred to below) party hereto, the Additional Revolving Credit Lender (as defined below) party hereto and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent (in such capacity, the “Administrative Agent”).
AMENDMENT NO. 5Existing Credit Agreement • July 6th, 2021 • TGPX Holdings I LLC • Household appliances • New York
THIS AMENDMENT NO. 5, dated as of March 23, 2020 (this “Amendment”), is entered into by and among TGP Holdings III LLC, a Delaware limited liability company (the “Lead Borrower”), Traeger Pellet Grills Holdings LLC, a Delaware limited liability company (together with the Lead Borrower, the “Borrowers” and, each, a “Borrower”), TGPX Holdings II LLC, a Delaware limited liability company (“Holdings”), the Subsidiary Guarantors (as defined in the Existing Credit Agreement referred to below) party hereto, each Additional Revolving Credit Lender (as defined below) party hereto and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent (in such capacity, the “Administrative Agent”).
COORDINATION AGREEMENT by and among THE AEA INVESTORS, THE OTPP INVESTORS and THE TCP INVESTORS with respect to TRAEGER, INC. Dated as of [____], 2021Assumption Agreement • July 6th, 2021 • TGPX Holdings I LLC • Household appliances • New York
This COORDINATION AGREEMENT, dated as of [____], 2021 (as amended, restated, modified or supplemented from time to time, this “Agreement”), is entered into by and among (i) the AEA Investors (as defined below), (ii) the OTPP Investors (as defined below) and (iii) the TCP Investors (as defined below) (collectively, the “Sponsors”).
