MANAGEMENT AGREEMENT Dated as of November 21, 2024 by and among TWIN HOSPITALITY I, LLC, as Issuer, THE OTHER SECURITIZATION ENTITIES PARTY HERETO FROM TIME TO TIME, TWIN HOSPITALITY GROUP INC., as the Manager, and UMB BANK, N.A., as the TrusteeManagement Agreement • November 25th, 2024 • Fat Brands, Inc • Retail-eating places • New York
This MANAGEMENT AGREEMENT, dated as of November 21, 2024 (the “Closing Date”) (as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is entered into by and among the following parties:
SECURITIES ACCOUNT CONTROL AGREEMENTSecurities Account Control Agreement • November 25th, 2024 • Fat Brands, Inc • Retail-eating places • New York
This Securities Account Control Agreement (as amended, restated, waived, supplemented and/or otherwise modified from time to time, the “Agreement”), dated as of November 21, 2024, by and among FAT Brands Inc., a Delaware corporation (the “Pledgor”), UMB Bank, N.A., not in its individual capacity but solely, in its capacity as the Trustee under the Indenture (as defined below) (the “Indenture Trustee”) and UMB Bank, N.A. not in its individual capacity but solely as securities intermediary (together with its successors and assigns, the “Securities Intermediary”). Each of the Pledgor, the Indenture Trustee and the Securities Intermediary are referred to herein collectively as the “Parties” and individually as a “Party.”
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • November 25th, 2024 • Fat Brands, Inc • Retail-eating places • New York
This Pledge and Security Agreement (as amended, restated, waived, supplemented and/or otherwise modified from time to time, the “Agreement”), dated as of November 21, 2024, by and among FAT Brands Inc., a Delaware corporation (the “Pledgor”), UMB Bank, N.A., not in its individual capacity but solely, in its capacity as the Trustee under the Indenture (as defined below) (the “Indenture Trustee”) and UMB Bank, N.A. not in its individual capacity but solely as securities intermediary (together with its successors and assigns, the “Securities Intermediary”). Each of the Pledgor, the Indenture Trustee and the Securities Intermediary are referred to herein collectively as the “Parties” and individually as a “Party.”
OMNIBUS AMENDMENT November 21, 2024Omnibus Amendment • November 25th, 2024 • Fat Brands, Inc • Retail-eating places • New York
This OMNIBUS AMENDMENT, dated as of the date specified above (this “Amendment”), is by and among FB Resid Holdings I, LLC, a Delaware limited liability company, (the “Issuer”), FAT Brands Royalty I, LLC, FAT Brands GFG Royalty I, LLC, FAT Brands Twin Peaks I, LLC, FAT Brands Fazoli’s Native I, LLC, and FAT Brands Inc. (each as an “Obligor”), each Noteholder party hereto, and UMB Bank, N.A., as trustee (the “Trustee”), to (i) the Base Indenture, dated as of July 10, 2023 (as supplemented by that certain Series 2023-1 Supplement, dated as of July 10, 2023, and that certain Series 20234-1 Supplement, dated as of the date hereof, each between the Issuer and the Trustee, and as further amended, restated, modified or otherwise supplemented from time to time, the “Indenture”), by and among the Issuer and the Trustee and (ii) the Irrevocable Payment Direction Letter, dated July 10, 2023 as amended, restated, modified or otherwise supplemented from time to time, the “Direction Letter”), from FA
TWIN HOSPITALITY I, LLC, as Issuer and UMB BANK, N.A., as Trustee SERIES 2024-1 SUPPLEMENT Dated as of November 21, 2024 to BASE INDENTURE Dated as of November 21, 2024 $12,124,000.00 Series 2024-1 9.00% Fixed Rate Super Senior Secured Notes, Class...Supplement • November 25th, 2024 • Fat Brands, Inc • Retail-eating places • New York
SERIES 2024-1 SUPPLEMENT, dated as of November 21, 2024 (this “Series 2024-1 Supplement”), by and between Twin Hospitality I, LLC (f/k/a Fat Brands Twin Peaks I, LLC) (the “Issuer”), and UMB Bank, N.A., as trustee (in such capacity, the “Trustee”), to the Base Indenture, dated as of November 21, 2024 (as the same may be amended, amended and restated, modified or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”), by and among the Issuer and UMB Bank, N.A., as Trustee and as Securities Intermediary.
GUARANTEE AND COLLATERAL AGREEMENT made by THE GUARANTORS PARTY HERETO, each as a Guarantor in favor of UMB BANK, NATIONAL ASSOCIATION, as Trustee Dated as of November 21, 2024Guarantee and Collateral Agreement • November 25th, 2024 • Fat Brands, Inc • Retail-eating places • New York
GUARANTEE AND COLLATERAL AGREEMENT (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of November 21, 2024, is made by the undersigned guarantors (collectively, the “Guarantors”) in favor of UMB Bank, National Association, a national banking association, as trustee under the Indenture referred to below (in such capacity, together with its successors, the “Trustee”) for the benefit of the Secured Parties.
TWIN HOSPITALITY I, LLC, as Issuer and UMB BANK, N.A., as Trustee and Securities Intermediary BASE INDENTURE Dated as of November 21, 2024Base Indenture • November 25th, 2024 • Fat Brands, Inc • Retail-eating places • New York
BASE INDENTURE, dated as of November 21, 2024, by and among Twin Hospitality I, LLC (f/k/a Fat Brands Twin Peaks I, LLC), a Delaware limited liability company, (the “Issuer”), and UMB Bank, N.A., as trustee (in such capacity, the “Trustee”), and as securities intermediary.
