Amendment No. 3 to First Lien Credit Agreement by and among TGP Holdings III LLC, Traeger Pellet Grills Holdings LLC, TGPX Holdings II LLC, Credit Suisse AG, as administrative agent, and the lenders party thereto, dated June 2, 2023

THIS AMENDMENT NO. 3 TO FIRST LIEN CREDIT AGREEMENT (this “Amendment”), dated as of June 2, 2023, is entered into by and between TGP HOLDINGS III LLC, a Delaware limited liability company (the “Borrower”), and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (“CS”), as Administrative Agent (in such capacity, the “Administrative Agent”).

WHEREAS, the Borrower, Traeger Pellet Grills Holdings LLC, a Delaware limited liability company, TGPX Holdings II LLC, a Delaware limited liability company, the several Lenders from time to time party thereto and the Administrative Agent have entered into that certain First Lien Credit Agreement, dated as of June 29, 2021 (as amended by Amendment No. 1, dated as of August 18, 2021, and Amendment No. 2, dated as of August 8, 2022, and as further amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement” and, as amended by this Amendment, the “Amended Credit Agreement”);

WHEREAS, the Administrative Agent and the Borrower have reasonably determined that a Benchmark Transition Event (as defined in the Existing Credit Agreement) and its corresponding Benchmark Transition Start Date (as defined in the Existing Credit Agreement) have occurred; and

WHEREAS, in accordance with Section 3.09 of the Existing Credit Agreement, the Administrative Agent and the Borrower have determined that Adjusted Term SOFR should be the Benchmark Replacement (as defined in the Existing Credit Agreement), replacing the Eurocurrency Rate under the Existing Credit Agreement and the other Loan Documents on the terms set forth herein, and such changes shall become effective at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date that the draft of this Amendment was provided to the Lenders, so long as the Administrative Agent has not received, by such time, written notice of objection to this proposed Amendment from the Required Lenders.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Amended Credit Agreement. The rules of construction specified in Sections 1.02 through 1.11 of the Existing Credit Agreement also apply to this Amendment, mutatis mutandis, as if fully set forth herein. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Existing Credit Agreement or any other Loan Document shall, after this Amendment becomes effective, refer to the Amended Credit Agreement.

Notwithstanding the foregoing, all Eurocurrency Rate Loans (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement as of the Amendment No. 3 Effective Date (collectively, the “Existing Eurocurrency Rate Loans”) shall remain outstanding under the Existing Credit Agreement as Eurocurrency Rate Loans until the expiration of the then-current Interest Period applicable to such Existing Eurocurrency Rate Loans, at which time such Existing Eurocurrency Rate Loans shall be converted in full (the “Specified Conversion”) to Base Rate Loans in accordance with Section 2.02 of the Amended Credit Agreement or Term SOFR Loans, with an Interest Period as specified in the notice of conversion or continuation, effective as of the expiration date of such then-current Interest Period, as applicable. Any such Existing Eurocurrency Rate Loans shall continue to be governed by the relevant provisions of the Existing Credit Agreement applicable to Eurocurrency Rate Loans until the earlier of (x) the repayment of such Loans and (y) the conversion of such Loans to Term SOFR Loans pursuant to the Specified Conversion. For the avoidance of doubt, the Borrower shall not have the ability to draw, or convert, to Loans that accrue interest based on Adjusted Term SOFR prior to the Amendment No. 3 Effective Date.

To induce the Administrative Agent to enter into this Amendment, the Borrower represents and warrants to the Administrative Agent as of the Amendment No. 3 Effective Date (as defined below) that, immediately before and after giving effect to this Amendment:

The effectiveness of this Amendment is subject to the following conditions (the date of satisfaction or waiver of all such conditions, the “Amendment No. 3 Effective Date”):

This Amendment may not be amended, restated, modified or waived except by an instrument or instruments in writing signed and delivered on behalf of each of the parties hereto.

On behalf of each Loan Party, the Borrower hereby (i) reaffirms and acknowledges and agrees to the continuing force and effect of each Loan Party’s pledges, grants of security interests and Liens and other obligations under the Guaranty, the Security Agreement and the other Loan Documents to which each such Loan Party is a party, (ii) reaffirms (x) each Lien granted by each Loan Party to the Administrative Agent for the benefit of the Secured Parties and (y) the guaranties made by each Loan Party pursuant to the Guaranty and (iii) acknowledges and agrees that the grants of security interests and Liens by, and the guaranties of, the Guarantors contained in the Guaranty, the Security Agreement and the other Loan Documents are and shall remain in full force and effect on and after the Amendment No. 3 Effective Date.

This Amendment, the Amended Credit Agreement and the other Loan Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and oral, among the parties or any of them with respect to the subject matter hereof.

THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

THE PROVISIONS OF SECTIONS 10.15(B), (C) AND (D) OF THE AMENDED CREDIT AGREEMENT ARE INCORPORATED BY REFERENCE HEREIN, MUTATIS MUTANDIS, AND MADE A PART HEREOF.

EACH PARTY TO THIS AMENDMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING HEREUNDER OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AMENDMENT OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AMENDMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION XI WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

This Amendment may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. Any signature to this Amendment may be delivered by facsimile, electronic mail (including pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable Law. For the avoidance of doubt, the foregoing also applies to any amendment, extension or renewal of this Amendment.

Each of the parties hereto represents and warrants to the other parties hereto that it has the corporate capacity and authority to execute the Amendment through electronic means and there are no restrictions for doing so in that party’s constitutive documents.

    IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

Reference is made to that certain First Lien Credit Agreement, dated as of June 29, 2021 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time in accordance with its terms, the “Agreement”; the capitalized terms defined therein being used herein as therein defined), among TGP HOLDINGS III LLC, a Delaware limited liability company, as Borrower, TRAEGER PELLET GRILLS HOLDINGS LLC, a Delaware limited liability company, as Revolving Loan Co-Borrower, TGPX HOLDINGS II LLC, a Delaware limited liability company, as Holdings, the Lenders from time to time party thereto and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent and as Collateral Agent. The undersigned hereby requests (select one):

❑ A Borrowing of Loans    ❑ A conversion or continuation of Loans