Document

Exhibit 10.19

EXECUTION VERSION

AMENDMENT NO. 2 TO

RECEIVABLES FINANCING AGREEMENT

This AMENDMENT NO. 2 TO RECEIVABLES FINANCING AGREEMENT, dated as of February 18, 2022 (this “Amendment”), among TRAEGER SPE LLC, a Delaware limited liability company (the “Borrower”), TRAEGER PELLET GRILLS LLC, a Delaware limited liability company (in such capacity, the “Servicer”), as initial Servicer, the Persons identified as such on the signature pages hereto as Lenders and Group Agents and MUFG BANK, LTD. (“MUFG”), as a Committed Lender, as a Group Agent and as Administrative Agent.

W I T N E S S E T H:

WHEREAS, the parties hereto have heretofore entered into that certain Receivables Financing Agreement, dated as of November 2, 2020, and as amended by that certain Amendment No. 1 to Receivables Financing Agreement dated as of June 29, 2021 (the “Original Receivables Financing Agreement”, as amended, restated, supplemented, assigned or otherwise modified from time to time, and, as further modified by this Amendment, the “Amended Receivables Financing Agreement”);

WHEREAS, the Borrower has notified the Aministrative Agent that the average Delinquency Ratio for the three consecutive Fiscal Months ending December 2021 exceeded 10.00%, which constitutes an Event of Default under clause 9.01(h) of the Original Receivables Financing Agreement (the “Subject Event of Default”);

WHEREAS, the Borrower has requested that the Adminstrative Agent, the Lenders and the Group Agents (collectively, the “Waiving Parties”) waive the occurrence of the Subject Event of Default and any and all breaches of representation, covenants and reporting obligations under the Original Receivables Financing Agreement arising from the Subject Event of Default (the “Subject Waiver Events”), on the terms and subject to the conditions set forth herein; and

WHEREAS, the parties hereto seek to (a) waive the Subject Waiver Events and (b) modify the Original Receivables Financing Agreement pursuant to Section 13.01, in each case, upon the terms hereof.

NOW, THEREFORE, in exchange for good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged and confirmed), each of the parties hereto agree as follows:

A G R E E M E N T:

1.Definitions. Unless otherwise defined or provided herein, capitalized terms used herein have the meanings attributed thereto in (or by reference in) Section 1.01 of the Amended Receivables Financing Agreement.

2.Waiver; Limitations; Certain Agreements.

(a)On the terms and subject to the conditions set forth herein, the Waiving Parties hereby waive the Subject Waiver Events.

(b)Notwithstanding anything to the contrary herein or in any Transaction Document, by executing this Waiver, none of the Waiving Parties is now waiving, nor

has any Waiving Party agreed to waive in the future, any Event of Default or the breach of (or any rights and remedies related to the breach of) any provisioins of the Agreement of any other Transaction Document other than the Subject Waiver Events, as strictly described herein. Each of the Waiving Parties hereby specifically reserves any and all rights, remedies and claims it has with respect to any other Event of Default or Unmatured Event of Default (other than the Subject Event of Default and any and all breaches of representations, covenants and reporting obligaitons under the Original Receivables Financing Agreement arising from the Subject Event of Default as strictly described here) that may occur at any time. Each Waiving Party expressly reserves any and all rights, claims and remedies that it has or may have against the Borrower, the Servicer or any other Person under the Agreement, any other Transaction Document or any applicable law or otherwise.

(c)Without limiting the generality of the foregoing and for the avoidance of doubt, none of the Waiving Parties is hereby waiving or releasing, nor have they agreed to waive or release in the future, any right or claim to indemnification or reimbursement by, or damages from, the Borrower, the Servicer or any other Person under any Transaction Document, including without limitation, for any liability, obligation, loss, damage, penalty, judgment, settlement, cost, expense or disbursement resulting or arising directly or indirectly from the Subject Waiver Events or otherwise.

3.Amendments to the Original Receivables Financing Agreement. Effective as of the date hereof, the Original Receivables Financing Agreement is hereby amended as follows:

(a)Section 1.01 of the Original Receivables Financing Agreement is amended by adding the following new defined term in alphabetical order:

“Subject Receivable” means any Receivable for which the related Obligor is The Home Depot, Inc. or any Subsidiary or Affiliate thereof, which Receivable was an outstanding Delinquent Receivable during the January 2022 Fiscal Month.

(b)The definition of “Delinquency Ratio” set forth in Section 1.01 of the Original Receivables Financing Agreement is amended by adding the following provisio at the end thereof:

; provided, however that, with respect to the Monthly Report delivered in connection with the January 2022 Fiscal Month, no Subject Receivable shall be used in the calculation of the “Delinquency Ratio”.

(c)The definition of “Loss Ratio” set forth in Section 1.01 of the Original Receivables Financing Agreement is amended by adding the following provisio at the end thereof:

; provided, however that, with respect to the Monthly Report delivered in connection with the January 2022 Fiscal Month, no Subject Receivable for which payment has been received prior to the delivery of such Monthly Report shall be used in the calculation of the “Loss Ratio”.

4.Conditions to Effectiveness. This Amendment shall be effective as of the date hereof upon satisfaction of the condition precedent that the Administrative Agent shall have received a counterpart of this Amendment duly executed by each of the other parties hereto.

5.Certain Representations and Warranties. Each of the Servicer and the Borrower represents and warrants to each Credit Party as of the date hereof, as follows:

(a)Representations and Warranties. Both before and immediately after giving effect to this Amendment and the transactions contemplated hereby, all of its respective representations and warranties contained in the Amended Receivables Financing Agreement and each other Transaction Document to which it is a party are true and correct.

(b)Power and Authority; Due Authorization. That it has all necessary limited liability company power, and authority (as applicable) to (i) execute and deliver this Amendment and the transactions contemplated hereby and (ii) perform its obligations under this Amendment, the Amended Receivables Financing Agreement and each of the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Amendment, the Amended Receivables Financing Agreement and the other Transaction Documents to which it is a party have been duly authorized by all necessary corporate or limited liability company action, as applicable.

(c)Binding Obligations. This Amendment, the Amended Receivables Financing Agreement and each of the other Transaction Documents to which it is a party constitute the legal, valid and binding obligations of such Person enforceable against such Person in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

(d)No Event of Default or Termination Events. No Event of Default, Unmatured Event of Default, Termination Event or Unmatured Termination Event has occurred and is continuing, and no Event of Default, Unmatured Event of Default, Termination Event or Unmatured Termination Event would result from this Amendment or the transactions contemplated hereby.

6.Reference to and Effect on the Original Receivables Financing Agreement and the Other Transaction Documents.

(a)From and after the effectiveness of this Amendment, each reference in the Original Receivables Financing Agreement to “this Agreement”, “hereof”, “herein”, “hereunder” or words of like import, and each reference in each of the other Transaction Documents to the “Receivables Financing Agreement”, “thereunder”, “thereof” or words of like import, in each case referring to the Original Receivables Financing Agreement, shall mean and be, a reference to the Amended Receivables Financing Agreement.

(b)The Original Receivables Financing Agreement (except as specifically amended herein) and the other Transaction Documents are hereby ratified and confirmed in all respects by each of the parties hereto and shall remain in full force and effect in accordance with its respective terms.

(c)The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of or amendment to, any right, power or remedy of the Administrative Agent or any other Credit Party under, nor constitute a waiver of or amendment to, any other provision or condition under, the Original Receivables Financing Agreement or any other Transaction Document.

7.Costs and Expenses. The Borrower agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and the other Credit Parties in connection with the preparation, negotiation, execution and delivery of this Amendment and the transactions contemplated hereby.

8.GOVERNING LAW. THIS AMENDMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICT OF LAWS PROVISIONS THEREOF).

9.Transaction Documents. This Amendment is a Transaction Document executed pursuant to the Original Receivables Financing Agreement and shall be construed, administered and applied in accordance with the terms and provisions thereof.

10.Integration. This Amendment, the Amended Receivables Financing Agreement and the other Transaction Documents contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.

11.Severability. Any provisions of this Amendment that are 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.

12.Counterparts. This Amendment may be executed in any number of 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 agreement. Delivery of an executed signature page of this Amendment by facsimile transmission, emailed pdf. or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of an original executed counterpart hereof or any other electronic means as provided in the immediately following sentence. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

13.Mutual Negotiations. This Amendment is the product of mutual negotiations by the parties hereto and their counsel, and no party shall be deemed the draftsperson of this Amendment or any provision hereof or to have provided the same. Accordingly, in the event of any inconsistency or ambiguity of any provision of this Amendment, such inconsistency or ambiguity shall not be interpreted against any party because of such party’s involvement in the drafting thereof.

14.Headings. The captions and headings of this Amendment are included herein for convenience of reference only and shall not affect the interpretation of this Amendment.

15.Reaffirmation of Performance Guaranty. By executing a counterpart to this Amendment, the Performance Guarantor hereby unconditionally reaffirms its obligations under the Performance Guaranty and acknowledges and agrees that such obligations continue in full force and effect (including, without limitation, with respect to the Guaranteed Obligations, as defined in the Performance Guaranty), and the Performance Guaranty is hereby ratified and confirmed.

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


			TRAEGER SPE LLC By: /s/ Dominic Blosil Name: Dominic Blosil Title: CFO



			TRAEGER PELLET GRILLS LLC, as the Servicer By: /s/ Dominic Blosil Name: Dominic Blosil Title: CFO



			TRAEGER PELLET GRILLS HOLDINGS LLC, as the Performance Guarantor By: /s/ Dominic Blosil Name: Dominic Blosil Title: CFO


			MUFG BANK, LTD., as Administrative Agent By: /s/ Eric Williams Name: Eric Williams Title: Managing Director


			MUFG BANK, LTD., as Group Agent for the MUFG Group By: /s/ Eric Williams Name: Eric Williams Title: Managing Director


			MUFG BANK, LTD., as a Committed Lender By: /s/ Eric Williams Name: Eric Williams Title: Managing Director
			GOTHAM FUNDING CORPORATION, as a Conduit Lender By: Name: Title:

			GOTHAM FUNDING CORPORATION, as a Conduit Lender By: /s/ Kevin J. Corrigan Name: Kevin J. Corrigan Title: Vice President

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