EX-10.11 15 d67085dex1011.htm EX-10.11 EX-10.11

Exhibit 10.11

EXECUTION VERSION

FIRST REFINANCING AMENDMENT dated as of February 21, 2017 (this “Amendment”), to the Credit Agreement (as defined below) among Zuffa Guarantor, LLC, as Holdings (“Holdings”), UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”).

RECITALS

A. Holdings, the Borrower, the Lenders party thereto from time to time and the Administrative Agent, are party to that certain First Lien Credit Agreement dated as of August 18, 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).

B. The Credit Agreement permits the Borrower to obtain Credit Agreement Refinancing Indebtedness from any Lender or Additional Lender in respect of all or any portion of the Term Loans outstanding under the Credit Agreement in the form of Other Term Loans and Other Term Commitments pursuant to a Refinancing Amendment.

C. On the First Refinancing Amendment Effective Date (as defined below), the Borrower intends to (i) incur additional Term Loans pursuant to Sections 2.21 and 9.02 of the Credit Agreement in an aggregate principal amount of up to $1,371,562,500 (any such resulting Term Loans, the “Term B Loans”) and (ii) use the proceeds of the Term B Loans to repay all Term Loans outstanding immediately prior to the First Refinancing Amendment Effective Date (the “Original Term Loans”) and accrued interest thereon and to pay fees and expenses incurred in connection with the foregoing.

D. Subject to the terms and conditions set forth herein, each Person party hereto who has delivered a signature page as a Lender agreeing to provide Term B Loans (each such Person who is a Term Lender holding Original Term Loans immediately prior to the effectiveness of this Amendment, a “Continuing Term B Lender”; each such Person who is not a Continuing Term B Lender, an “Additional Term B Lender”; and each Continuing Term B Lender and Additional Term B Lender, a “Term B Lender”) has agreed to provide a commitment (the “Term B Commitment”) in the amount set forth next to its name on a schedule on file with the Administrative Agent that is approved by the Borrower (the “First Refinancing Amendment Allocation Schedule”) (or to convert all (or such lesser amount as the First Refinancing Amendment Arranger may allocate) of its Original Term Loans into Term B Loans (such converted Term B Loans, the “Converted Term Loans” and any such conversion of Original Term Loans into Term B Loans being referred to herein as a “First Refinancing Conversion”)). Any Lender holding Original Term Loans immediately prior to the effectiveness of this Amendment that is not a Term B Lender is referred to herein as an “Exiting Term Lender”. In the event that any Lender is a Continuing Term B Lender but receives an allocation of Term B Loans in amount less than the amount of its Original Term Loans, such Lender shall be considered an Exiting Term Lender with respect to the difference between the amount of its Original Term Loans and the allocated amount of its Term B Loans.


E. KKR Capital Markets LLC is the sole lead arranger and sole bookrunner for this Amendment and the Term B Loans (the “First Refinancing Amendment Arranger”).

F. In order to effect the foregoing, Holdings, the Borrower and the other parties hereto desire to amend the Credit Agreement, subject to the terms and conditions set forth herein. This Amendment is a Refinancing Amendment contemplated by Section 2.21 of the Credit Agreement to provide for the Term B Loans, which is subject to the approval of Holdings, the Borrower, the Administrative Agent and the Term B Lenders, which will become effective only on the First Refinancing Amendment Effective Date.

AGREEMENTS

In consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Holdings, the Borrower, the Term B Lenders and the Administrative Agent hereby agree as follows:

ARTICLE I.

Refinancing Amendment

SECTION 1.01. Defined Terms. Capitalized terms used herein (including in the recitals hereto) and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The rules of construction specified in Section 1.03 of the Credit Agreement also apply to this Amendment.

SECTION 1.02. Term B Commitments. (a) Subject to the terms and conditions set forth herein, on the First Refinancing Amendment Effective Date, each Additional Term B Lender agrees to fund a Term B Loan in a principal amount not exceeding such Additional Term B Lender’s Term B Commitment set forth on the First Refinancing Amendment Allocation Schedule.

(b) Subject to the terms and conditions set forth herein, on the First Refinancing Amendment Effective Date, each Continuing Term B Lender agrees to convert all (or such lesser amount as the First Refinancing Amendment Arranger may allocate) of its Original Term Loans into Converted Term Loans. Without limiting the generality of the foregoing, each Continuing Term B Lender shall have a commitment to acquire by First Refinancing Conversion Converted Term Loans in the amounts of Original Term Loans then held by such Continuing Term B Lender. Each party hereto acknowledges and agrees that notwithstanding any such First Refinancing Conversion, each such Continuing Term B Lender shall be entitled to receive payment on the First Refinancing Amendment Effective Date of the unpaid fees and interest accrued to such date with respect to all of its Original Term Loans.

(c) Each Lender, by delivering its signature page to this Amendment and funding, or converting its Original Term Loans into, Term B Loans on the First Refinancing Amendment Effective Date shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or any Class of Lenders on the First Refinancing Amendment Effective Date. The commitments of the Term B Lenders are several, and no Term B Lender shall be responsible for any other Term B Lender’s failure to make Term B Loans.

 

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(d) Subject to the terms and conditions set forth herein, pursuant to Section 2.21 of the Credit Agreement, effective as of the First Refinancing Amendment Effective Date, for all purposes of the Loan Documents, (i) the Term B Commitments shall constitute “Term Commitments” and “Other Term Commitments”, (ii) the Term B Loans shall constitute “Term Loans” and “Other Term Loans” and (iii) each Term B Lender shall become an “Additional Term Lender”, “Additional Lender”, a “Term Lender” and a “Lender” (if such Term B Lender is not already a Term Lender or Lender prior to the effectiveness of this Amendment) and shall have all the rights and obligations of a Lender holding a Term Loan Commitment (or, following the making of a Term B Loan, a Term Loan).

(e) The Original Term Loans of each Exiting Term Lender shall, immediately upon the effectiveness of this Amendment, be repaid in full (together with any unpaid fees and interest accrued thereon (including funding losses payable to any Exiting Term Lenders pursuant to Section 2.16 of the Credit Agreement)) with the proceeds of the Term B Loans and other funds available to the Borrower. The Borrower shall, on the First Refinancing Amendment Effective Date, pay to the Administrative Agent, for the accounts of the Persons that are Term Lenders immediately prior to the First Refinancing Amendment Effective Date, all interest, fees and other amounts accrued to the First Refinancing Amendment Effective Date with respect to the Original Term Loans, whether or not such Original Term Loans are converted pursuant to Section 1.02(b) of this Amendment.

(f) Each Lender party hereto (including each Continuing Term B Lender) waives any right to compensation for losses, expenses or liabilities incurred by such Lender to which it may otherwise have been entitled pursuant to Section 2.16 of the Credit Agreement in respect of the transactions contemplated hereby.

(g) The obligation of each Term B Lender to make Term B Loans on the First Refinancing Amendment Effective Date is subject to the satisfaction of the following conditions:

(i) Immediately before and after giving effect to the borrowing of the Term B Loans and the repayment in full of the Original Term Loans, the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the First Refinancing Amendment Effective Date, and the Term B Lenders shall have received a certificate of a Responsible Officer dated the First Refinancing Amendment Effective Date to such effect.

(ii) The Administrative Agent shall have received a favorable legal opinion of (i) Simpson Thacher & Bartlett LLP, New York and Delaware counsel for the Loan Parties and (ii) Lewis Roca Rothgerber Christie LLP, special Nevada counsel for the Loan Parties, in each case, covering such matters as the Administrative Agent may reasonably request and otherwise reasonably satisfactory to the Administrative Agent. The Borrower hereby requests each such counsel to deliver such opinion.

 

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(iii) The Administrative Agent shall have received (i) a certificate of good standing with respect to each of the Borrower and Holdings and (ii) a closing certificate executed by a Responsible Officer of each of the Borrower and Holdings dated the First Refinancing Amendment Effective Date, substantially in the form of the closing certificate delivered in connection with the Credit Agreement, certifying as to the incumbency and specimen signature of each officer executing this Amendment or any other document delivered in connection herewith on behalf of each of the Borrower and Holdings and attaching (A) a true and complete copy of the certificate of incorporation of each of the Borrower and Holdings, including all amendments thereto, as in effect on the First Refinancing Amendment Effective Date, certified as of a recent date by the Secretary of State of the state of its organization, that has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, (B) a true and complete copy of the by-laws of each of the Borrower and Holdings as in effect on the First Refinancing Amendment Effective Date and at all times since the date prior to the date of the resolutions described in clause (C) below and (C) a true and complete copy of resolutions duly adopted by the Board of Directors, of each of the Borrower and Holdings authorizing the execution, delivery and performance of this Amendment and certifying that such resolutions have not been modified, rescinded or amended and are in full force and effect.

(iv) A certificate of Holdings on behalf of each Loan Party (other than the Borrower), dated the First Refinancing Amendment Effective Date and executed by a Responsible Officer of Holdings, certifying that, except as otherwise indicated therein, there have been no amendments, supplements or modifications since the Effective Date to the documents delivered on the Effective Date pursuant to clauses (i), (ii) and (iii) of Section 4.01(d) of the Credit Agreement.

(v) The Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable to the Administrative Agent requesting that the Term B Lenders make the Term B Loans to the Borrower on the First Refinancing Amendment Effective Date.

(vi) The Administrative Agent and the First Refinancing Amendment Arranger shall have received all documentation at least three Business Days prior to the First Refinancing Amendment Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least 10 Business Days prior to the First Refinancing Amendment Effective Date and that the Administrative Agents or the First Refinancing Amendment Arranger have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and antimoney laundering rules and regulations, including without limitation Title III of the USA Patriot Act.

(vii) The conditions to effectiveness of this Amendment set forth in Section 1.04 hereof (other than paragraph (b) thereof) shall have been satisfied.

(viii) Each Loan Party shall have entered into a reaffirmation agreement, in form and substance reasonably satisfactory to the Administrative Agent.

 

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SECTION 1.03. Amendment of Credit Agreement. Effective as of the First Refinancing Amendment Effective Date, the Credit Agreement is hereby amended as follows:

(i) The following definitions are hereby added in the appropriate alphabetical order to Section 1.01(or, to the extent applicable, are hereby amended and restated in their entirety):

First Refinancing Conversion” has the meaning assigned thereto in the First Refinancing Amendment.

Converted Term Loans” has the meaning assigned thereto in the First Refinancing Amendment.

First Refinancing Amendment” means the First Refinancing Amendment to this Agreement dated as of February 21, 2017, among Holdings, the Borrower, the Term B Lenders party thereto and the Administrative Agent.

First Refinancing Amendment Allocation Schedule” shall mean the schedule on file with the Administrative Agent and approved by the Borrower setting forth the name of each Term B Lender and, next to such name, the amount of Term B Loans to be made to the Borrower in Dollars by such Term B Lender on the First Refinancing Amendment Effective Date.

First Refinancing Amendment Arranger” means KKR Capital Markets LLC.

First Refinancing Amendment Effective Date” has the meaning assigned thereto in the First Refinancing Amendment.

First Refinancing Amendment Reaffirmation Agreement” means the Reaffirmation Agreement dated as of February 21, 2017, among Holdings, the subsidiaries of Holdings party thereto, the Administrative Agent and the Collateral Agent.

Original Term Loans” has the meaning assigned thereto in the First Refinancing Amendment.

(ii) Schedule 2.01(a) is hereby deleted from the Credit Agreement.

(iii) Clause (a) of the definition of “Applicable Rate” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“ (a) with respect to any Term Loan, (A) 2.25% per annum in the case of an ABR Loan or (B) 3.25% per annum in the case of a Eurocurrency Loan”

 

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(iv) The definition of “Security Documents” set forth in Section 1.01 of the Credit Agreement is hereby amended by adding the text “,First Refinancing Amendment Reaffirmation Agreement” after the text “the Mortgages” appearing in such definition.

(v) The definition of “Term Commitment” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

““Term Commitment” means, with respect to each Term Lender, its obligation to make a Term Loan to the Borrower pursuant to the First Refinancing Amendment (including pursuant to a First Refinancing Conversion of Original Term Loans of such Term Lender) in an aggregate amount not to exceed the amount set forth on the First Refinancing Amendment Allocation Schedule or in the Assignment and Assumption pursuant to which such Term Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. On the First Refinancing Amendment Effective Date the initial aggregate amount of the Term Commitments is $1,371,562,500.”

(vi) The definition of “Term Loan” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

““Term Loan” means a Term Loan made pursuant to clause (a) of Section 2.01 and Other Term Loans (including a Term B Loan constituting Credit Agreement Refinancing Indebtedness thereof made pursuant to, and as defined in, the First Refinancing Amendment (including Converted Term Loans as defined herein)).”

(vii) Clause (a) of Section 2.10 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“Subject to adjustment pursuant to paragraph (c) of this Section, the Borrower shall repay Term Loan Borrowings on the last day of each March, June, September and December (commencing on March 31, 2017) in the principal amount of Term Loans equal to (i) the aggregate outstanding principal amount of Term Loans on the First Refinancing Amendment Effective Date (after giving effect to the First Refinancing Amendment) multiplied by (ii) 0.25%; provided that if any such date is not a Business Day, such payment shall be due on the next preceding Business Day.”

(viii) Clause (a)(i) of Section 2.11 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“(a)(i) The Borrowers shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty (subject to the immediately succeeding proviso); provided that in the event that, on or prior to the six month anniversary of the First Refinancing Amendment Effective Date, the Borrowers (i) makes any prepayment

 

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of Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Term Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1% of the principal amount of the Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1% of the aggregate amount of the applicable Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.”

SECTION 1.04. Amendment Effectiveness. This Amendment shall become effective as of the first date (the “First Refinancing Amendment Effective Date”) on which the following conditions have been satisfied:

(a) The Administrative Agent and the First Refinancing Amendment Arranger (or their counsel) shall have received from (i) the Borrower, (ii) Holdings, (iii) each Term B Lender and (iv) the Administrative Agent, either (x) counterparts of this Amendment signed on behalf of such parties or (y) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed counterparts of this Amendment.

(b) The conditions to the making of the Term B Loans set forth in Section 1.02(g) hereof (other than clause (vii) thereof) shall have been satisfied.

(c) The Borrower shall have obtained Term B Commitments in an aggregate amount equal to $1,371,562,500. The Borrower shall have paid in full, or substantially concurrently with the satisfaction of the other conditions precedent set forth in this Section 1.04 shall pay in full (i) all of the Original Term Loans (giving effect to any First Refinancing Conversion thereof), (ii) all accrued and unpaid fees and interest with respect to the Original Term Loans (including any such Original Term Loans that will be converted to Term B Loans on the First Refinancing Amendment Effective Date) and (iii) to the extent invoiced, any amounts payable to the Persons that are Exiting Term Lenders immediately prior to the First Refinancing Amendment Effective Date pursuant to Section 2.16 of the Credit Agreement, such payments to be made with the cash proceeds of the Term B Loans to be made on the First Refinancing Amendment Effective Date and other funds available to the Borrower.

(d) The Administrative Agent and the First Refinancing Amendment Arranger shall have received, in immediately available funds, payment or reimbursement of all costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable in connection with this Amendment, including, to the extent invoiced at least one Business Day prior to the First Refinancing Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the First Refinancing Amendment Arranger.

 

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(e) The Borrower shall have paid to the First Refinancing Amendment Arranger the fees in the amounts previously agreed in writing to be received on the First Amendment Refinancing Effective Date.

The Administrative Agent shall notify the Borrower, the Term B Lenders and the other Lenders of the First Refinancing Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the Term B Lenders hereunder to make Term B Loans will automatically terminate, if each of the conditions set forth or referred to in Sections 1.02(e) and 1.04 hereof has not been satisfied at or prior to 5:00 p.m., New York City time, on February 21, 2017

ARTICLE II.

Miscellaneous

SECTION 2.01. Representations and Warranties. (a) To induce the other parties hereto to enter into this Amendment, the Borrower represents and warrants to each of the Lenders, including the Term B Lenders, and the Administrative Agent that, as of the First Refinancing Amendment Effective Date and after giving effect to the transactions and amendments to occur on the First Refinancing Amendment Effective Date, this Amendment has been duly authorized, executed and delivered by each of Holdings and the Borrower and constitutes, and the Credit Agreement, as amended hereby on the First Refinancing Amendment Effective Date, will constitute, its legal, valid and binding obligation, enforceable against each of the Loan Parties in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(b) The representations and warranties of each Loan Party set forth in the Loan Documents are, after giving effect to this Amendment on such date, true and correct in all material respects on and as of the First Refinancing Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties were true and correct in all material respects as of such earlier date).

(c) After giving effect to this Amendment and the transactions contemplated hereby on the relevant date, no Default or Event of Default has occurred and is continuing on the First Refinancing Amendment Effective Date.

(d) On the First Refinancing Amendment Effective Date, immediately after the consummation of the transactions contemplated under this Amendment to occur on the First Refinancing Amendment Effective Date, Holdings and its Subsidiaries are, on a consolidated basis after giving effect to such transactions, Solvent.

 

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SECTION 2.02. Effect of Amendment. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of, the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. The parties hereto acknowledge and agree that the amendment of the Credit Agreement pursuant to this Amendment and all other Loan Documents amended and/or executed and delivered in connection herewith shall not constitute a novation of the Credit Agreement and the other Loan Documents as in effect prior to the First Refinancing Amendment Effective Date. Nothing herein shall be deemed to establish a precedent for purposes of interpreting the provisions of the Credit Agreement or entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply to and be effective only with respect to the provisions of the Credit Agreement and the other Loan Documents specifically referred to herein.

(b) For U.S. federal income tax purposes, the Borrower, each Lender and the Administrative Agent shall treat the Term B Loans (including the Converted Term Loans) held by the Continuing Term B Lenders as fungible with the Term B Loans held by the Additional Term B Lenders.

(c) On and after the First Refinancing Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each reference to the Credit Agreement, “thereunder”, “thereof”, “therein” or words of like import in any other Loan Document, shall be deemed a reference to the Credit Agreement, as amended hereby. This Amendment shall constitute a Refinancing Amendment entered into pursuant to Section 2.21 of the Credit Agreement and a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

SECTION 2.03. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York. The provisions of Sections 9.09 and 9.10 of the Credit Agreement shall apply to this Amendment to the same extent as if fully set forth herein.

SECTION 2.04. Costs and Expenses. The Borrower agrees to reimburse the Administrative Agent and the First Refinancing Amendment Arranger for its reasonable out of pocket expenses in connection with this Amendment and the transactions contemplated hereby, including the reasonable fees, charges and disbursements of Cahill Gordon & Reindel LLP, counsel for the Administrative Agent and the First Refinancing Amendment Arranger.

SECTION 2.05. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Delivery of any executed counterpart of a signature page of this Amendment by facsimile transmission or other electronic imaging means shall be effective as delivery of a manually executed counterpart hereof.

 

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SECTION 2.06. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

 

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

 

ZUFFA GUARANTOR, LLC
BY  

/s/ Andrew Schleimer

  NAME:  Andrew Schleimer
  TITLE:  Authorized Signatory
UFC HOLDINGS, LLC
BY  

/s/ Andrew Schleimer

  NAME:  Andrew Schleimer
  TITLE:  Authorized Signatory

 

[Signature Page to Repricing Amendment]


GOLDMAN SACHS BANK USA, as
Administrative Agent
BY  

/s/ Gabriel Jacobson

  Name:  Gabriel Jacobson
  Title:  Authorized Signatory

 

[Signature Page to Repricing Amendment]


KKR CORPORATE LENDING LLC, as an

Additional Team Lender

BY  

/s/ Cade Thompson

  Name:   Cade Thompson
  Title:   Authorized Signatory

 

[Signature Page to Repricing Amendment]


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

2006 Barron Hilton Charitable Remainder Unitrust, as a Lender
By:  

/s/ Heydi Lu

  Name:   Heydi Lu
  Title:   Authorized SIgnor
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Western Asset Management Company

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

3i GLOBAL FLOATING RATE INCOME LIMITED, as a Lender

By: 3i Debt Management US LLC,

as the US Investment Manager

By:  

/s/ David Nadeau

  Name:   David Nadeau
  Title:   Portfolio Manager
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): 3i Debt Management US, LLC

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

3i US Senior Loan Fund, L.P., as a Lender
By: 3i Debt Management US, LLC as Manager

 

By:  

/s/ David Nadeau

  Name:   David Nadeau
  Title:   Portfolio Manager
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): 3i Debt Management US, LLC

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

A Voce CLO, Ltd., as a Lender
By: Invesco Senior Secured Management, Inc. as Collateral Manager

 

By:  

/s/ Kevin Egan

  Name:   Kevin Egan
  Title:   Authorized Individual
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Invesco

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

ACE American Insurance Company, as a Lender
BY: T. Rowe Price Associates, Inc. as investment advisor

 

By:  

/s/ Brian Burns

  Name:   Brian Burns
  Title:   Vice President
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): T. Rowe Price Associates, Inc.

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Adams Mill CLO Ltd., as a Lender

By: Shenkman Capital Management, Inc.,

as Collateral Manager

 

By:  

/s/ Justin Slatky

  Name:   Justin Slatky
  Title:   CO-CIO
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Adirondack Park CLO Ltd., as a Lender
BY: GSO / Blackstone Debt Funds Management LLC as Collateral Manager

 

By:  

/s/ Thomas Iannarone

  Name:   Thomas Iannarone
  Title:   Authorized Signatory
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): GSO Capital

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

AEGIS Electric and Gas International Services, Ltd., as a

Lender

by SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager

 

By:  

/s/ Justin Slatky

  Name:   Justin Slatky
  Title:   CO-CIO
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

AGF Floating Rate Income Fund, as a Lender
By: Eaton Vance Management as Portfolio Manager
By:  

/s/ Michael Brotthof

  Name:   Michael Brotthof
  Title:   Vice President
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Eaton Vance Management

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18,2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

AIMCO CLO, Series 2014-A,

as a Lender

By: Allstate Investment Management Company,
As Collater Manager
By:  

/s/ Chris Goergen

  Chris Goergen
  Authorized Signatory
By:  

/s/ Mark D. Pittman

  Mark D. Pittman
  Authorized Signatory

Name of Fund Manager (if any): Allstate Investment Management Company, as Collateral Manager

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect ofthe Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

AIMCO CLO, Series 2015-A,
as a Lender
By: Allstate Investment Management Company,
As Collateral Manager
By:  

/s/ Chris Goergen

  Chris Goergen
  Authorized Signatory
By:  

/s/ Mark D. Pittman

  Mark D. Pittman
  Authorized Signatory

Name of Fund Manager (if any): Allstate Investment Management Company, as Collateral Manager

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18,2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Allstate Insurance Company,

as a Lender

By:  

/s/ Chris Goergen

  Chris Goergen
  Authorized Signatory
By:  

/s/ Mark D. Pittman

  Mark D. Pittman
  Authorized Signatory

Name of Fund Manager (if any): N/A

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

AXA IM Paris SA, for and on behalf of :
FCP ACM US Loans Fund
as a Lender (type name of the legal entity)
AXA Investment Managers Paris S.A.
By:  

/s/ Yannick Le Serviget

  Name: Yannick Le Serviget
  Title: Senior Portfolio Manager
If a   second signature is necessary:
By:  

 

  Name:
  Title:

Name of Fund Manager (if any): AXA IM Paris SA

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

AXA IM Paris SA, for and on behalf of :
AXA IM LOAN LIMITED
as a Lender (type name of the legal entity)
AXA Investment Managers Paris S.A.
By:  

/s/ Yannick Le Serviget

  Name: Yannick Le Serviget
  Title: Senior Portfolio Manager
If a second signature is necessary:
By:  

 

  Name:
  Title:

Name of Fund Manager (if any): AXA IM Paris SA

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

AXA IM Paris SA, for and on behalf of :
AXA UK LEVERAGED LOANS
as a Lender (type name of the legal entity)
AXA Investment Managers Paris S.A.
By:  

/s/ Yannick Le Serviget

  Name: Yannick Le Serviget
  Title: Senior Portfolio Manager
 
If a second signature is necessary:
By:  

 

  Name:
  Title:

Name of Fund Manager (if any): AXA IM Paris SA

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

AXA IM Paris SA, for and on behalf of :
FCP Columbus Diversified Leveraged Loans
as a Lender (type name of the legal entity)
AXA Investment Managers Paris S.A.
By:  

/s/ Yannick Le Serviget

  Name: Yannick Le Serviget
  Title: Senior Portfolio Manager
If a second signature is necessary:
By:  

 

  Name:
  Title:

Name of Fund Manager (if any): AXA IM Paris SA

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

AXA IM Paris SA, for and on behalf of:
FCP Columbus Global Debt Fund
as a Lender (type name of the legal entity)
AXA Investment Managers Paris S.A.
By:  

/s/ Yannick Le Serviget

  Name: Yannick Le Serviget
  Title: Senior Portfolio Manager
If a second signature is necessary:
By:  

 

  Name:
  Title:

Name of Fund Manager (if any): AXA IM Paris SA

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

AXA IM Paris SA, for and on behalf of :

AXA Germany Leveraged Loans Fund

as a Lender (type name of the legal entity)

AXA Investment Managers Paris S.A.
By:  

/s/ Yannick Le Serviget

  Name: Yannick Le Serviget
  Title: Senior Portfolio Manager
If a second signature is necessary:
By:  

 

  Name:
  Title:

Name of Fund Manager (if any): AXA IM Paris SA

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

AXA IM Paris SA, for and on behalf of :

MATIGNON DERIVATIVES LOANS

as a Lender (type name of the legal entity)

AXA Investment Managers Paris S.A.
By:  

/s/ Yannick Le Serviget

  Name: Yannick Le Serviget
  Title: Senior Portfolio Manager
If a second signature is necessary:
By:  

 

  Name:
  Title:

Name of Fund Manager (if any): AXA IM Paris SA

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

AXA 1M Paris SA, for and on behalf of :
MATIGNON LEVERAGED LOANS LIMITED
as a Lender (type name of the legal entity)
AXA Investment Managers Paris S.A.
By:  

/s/ Yannick Le Serviget

  Name: Yannick Le Serviget
  Title: Senior Portfolio Manager
If a second signature is necessary:
By:  

 

  Name:
  Title:

Name of Fund Manager (if any): AXA IM Paris SA

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

AXA IM Paris SA, for and on behalf of :

MATIGNON LOANS FUND

as a Lender (type name of the legal entity)

AXA Investment Managers Paris S.A.

By:  

/s/ Yannick Le Serviget

  Name: Yannick Le Serviget
  Title: Senior Portfolio Manager
If a second signature is necessary:
By:  

 

  Name:
  Title:

Name of Fund Manager (if any): AXA IM Paris SA

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

AXA IM Paris SA, for and on behalf of :
FCP Sogecap Diversified Loans Funds
as a Lender (type name of the legal entity)
AXA Investment Managers Paris S.A.
By:  

/s/ Yannick Le Serviget

  Name: Yannick Le Serviget
  Title: Senior Portfolio Manager
If a second signature is necessary:
By:  

 

  Name:
  Title:

Name of Fund Manager (if any): AXA IM Paris SA

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

AXA IM Paris SA, for and on behalf of :

ALLEGRO CLO IV Limited

as a Lender (type name of the legal entity)

AXA Investment Managers Paris S.A.

By:

 

/s/ Yannick Le Serviget

 

Name: Yannick Le Serviget

 

Title: Senior Portfolio Manager

If a second signature is necessary:

By:

 

 

 

Name:

 

Title:

Name of Fund Manager (if any): AXA IM Paris SA

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

AXA IM Inc, for and on behalf of :
ALLEGRO CLO I, Ltd
as a Lender (type name of the legal entity)
AXA Investment Managers Paris S.A.
By:  

/s/ Yannick Le Serviget

  Name: Yannick Le Serviget
  Title: Senior Portfolio Manager
If a second signature is necessary:
By:  

       

  Name:
  Title:

Name of Fund Manager (if any): AXA IM Inc

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

AXA IM Inc, for and on behalf of :

ALLEGRO CLO II, Ltd

as a Lender (type name of the legal entity)

AXA Investment Managers Paris S.A.
By:  

/s/ Yannick Le Serviget

  Name: Yannick Le Serviget
  Title: Senior Portfolio Manager
If a second signature is necessary:
By:  

 

  Name:
  Title:

Name of Fund Manager (if any): AXA IM Inc

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

AXA IM Inc, for and on behalf of :
ALLEGRO CLO III, Ltd
as a Lender (type name of the legal entity)
AXA Investment Managers Paris S.A.
By:  

/s/ Yannick Le Serviget

  Name: Yannick Le Serviget
  Title: Senior Portfolio Manager
If a second signature is necessary:
By:  

 

  Name:
  Title:

Name of Fund Manager (if any): AXA IM Inc

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

AMADABLUM US Leveraged Loan Fund a Series Trust of
Global Multi Portfolio Investment Trust, as a Lender
By: Invesco Senior Secured Management, Inc. as
Investment Manager
By:  

/s/ Kevin Egan

  Name: Kevin Egan
  Title:   Authorized Signatory
By:    
  Name:
  Title:

Name of Fund Manager (if any): Invesco

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

American Bankers Insurance Company - Florida

as a Lender (type name of the legal entity)

By:  

/s/ Michael Feeney

  Name: Michael Feeney
  Title: S.V.P.
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

Name of Fund Manager (if any):                                                  

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

American Beacon Sound Point Floating Rate Income Fund, a series of American Beacon Funds, as a Lender

By: Sound Point Capital Management, LP as Sub-Advisor

By:  

/s/ Misha Shah

  Name:   Misha Shah
  Title:   CLO Operations Associate
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Sound Point Capital

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

American Century Capital Portfolios, Inc. - AC Alternatives Income Fund, as a Lender

By: Bain Capital Credit, LP as Subadvisor

By:  

/s/ Andrew Viens

  Name:   Andrew Viens
  Title:   Executive Vice President
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Bain Capital Credit, LP

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

American General Life Insurance Company, as a Lender
By: Invesco Senior Secured Management, Inc. as Investment Manager
By:  

/s/ Kevin Egan

  Name:   Kevin Egan
  Title:   Authorized Individual
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Invesco

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

American Home Assurance Company, as a Lender

By: Invesco Senior Secured Management, Inc. as

Investment Manager

By:  

/s/ Kevin Egan

  Name:   Kevin Egan
  Title:   Authorized Individual
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Invesco

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Anchorage Capital CLO 2012-1, Ltd., as a Lender
BY: Anchorage Capital Group, L.L.C., its Investment
Manager
By:  

/s/ Melissa Griffiths

  Name:   Melissa Griffiths
  Title:   Authorized Signatory
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Anchorage Capital Group, L.L.C.

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Anchorage Capital CLO 2013-1, Ltd., as a Lender
BY: Anchorage Capital Group, L.L.C., its Investment Manager
By:  

/s/ Melissa Griffiths

  Name:   Melissa Griffiths
  Title:   Authorized Signatory
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Anchorage Capital Group, L.L.C.

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Anchorage Capital CLO 3, Ltd., as a Lender
BY: Anchorage Capital Group, L.L.C., its Investment Manager
By:  

/s/ Melissa Griffiths

  Name:  

Melissa Griffiths

  Title:   Authorized Signatory
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Anchorage Capital Group, L.L.C.

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Anchorage Capital CLO 4, Ltd., as a Lender
BY: Anchorage Capital Group, L.L.C., its Investment Manager
By:  

/s/ Melissa Griffiths

  Name:  

Melissa Griffiths

  Title:   Authorized Signatory
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Anchorage Capital Group, L.L.C.

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Anchorage Capital CLO 5, Ltd., as a Lender
BY: Anchorage Capital Group, L.L.C., its Investment Manager
By:  

/s/ Melissa Griffiths

  Name:  

Melissa Griffiths

  Title:   Authorized Signatory
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Anchorage Capital Group, L.L.C.

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Anchorage Capital CLO 6, Ltd., as a Lender
BY: Anchorage Capital Group, L.L.C., its Investment Manager
By:  

/s/ Melissa Griffiths

  Name:  

Melissa Griffiths

  Title:   Authorized Signatory
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Anchorage Capital Group, L.L.C.

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Anchorage Capital CLO 7, Ltd., as a Lender
BY: Anchorage Capital Group, L.L.C., its Investment Manager
By:  

/s/ Melissa Griffiths

  Name:  

Melissa Griffiths

  Title:   Authorized Signatory
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Anchorage Capital Group, L.L.C.

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Anchorage Capital CLO 8, Ltd., as a Lender
By: Anchorage Capital Group, L.L.C., its Collateral
By:  

/s/ Melissa Griffiths

  Name:  

Melissa Griffiths

  Title:   Authorized Signatory
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Anchorage Capital Group, L.L.C.

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Anchorage Capital CLO 9, Ltd., as a Lender
By: Anchorage Capital Group, L.L.C., its Collateral
By:  

/s/ Melissa Griffiths

  Name:  

Melissa Griffiths

  Title:   Authorized Signatory
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Anchorage Capital Group, L.L.C.

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Annisa CLO, Ltd., as a Lender
By: Invesco RR Fund L.P. as Collateral Manager
By: Invesco RR Associates LLC, as general partner
By: Invesco Senior Secured Management, Inc. as sole member
By:  

/s/ Egan, Kevin

  Name:  

Egan, Kevin

  Title:   Authorized Individual
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Invesco

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Aon Hewitt Group Trust - High Yield Plus Bond Fund, as a Lender
By: Bain Capital Credit, LP, as Manager
By:  

/s/ Andrew Viens

  Name:  

Andrew Viens

  Title:   Executive Vice President
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Bain Capital Credit, LP

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

APIDOS CLO XII, as a Lender
BY: Its Collateral Manager CVC Credit Partners, LLC
By:  

/s/ Gretchen Bergstresser

  Name:  

Gretchen Bergstresser

  Title:   Senior Portfolio Manager
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): CVC Credit Partners

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

APIDOS CLO XIV, as a Lender
BY: Its Collateral Manager CVC Credit Partners, LLC
By:  

/s/ Gretchen Bergstresser

  Name:  

Gretchen Bergstresser

  Title:   Senior Portfolio Manager
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): CVC Credit Partners

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Apidos CLO XIX, as a Lender
BY: Its Collateral Manager, CVC Credit Partners, LLC
By:  

/s/ Gretchen Bergstresser

  Name:  

Gretchen Bergstresser

  Title:   Senior Portfolio Manager
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): CVC Credit Partners

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

APIDOS CLO XV, as a Lender
BY: Its Collateral Manager CVC Credit Partners, LLC
By:  

/s/ Gretchen Bergstresser

  Name:  

Gretchen Bergstresser

  Title:   Senior Portfolio Manager
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): CVC Credit Partners

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

APIDOS CLO XVI, as a Lender
BY: Its Collateral Manager CVC Credit Partners, LLC
By:  

/s/ Gretchen Bergstresser

  Name:  

Gretchen Bergstresser

  Title:   Senior Portfolio Manager
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): CVC Credit Partners

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

APIDOS CLO XVII, as a Lender
BY: Its Collateral Manager CVC Credit Partners, LLC
By:  

/s/ Gretchen Bergstresser

  Name:  

Gretchen Bergstresser

  Title:   Senior Portfolio Manager
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): CVC Credit Partners

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

APIDOS CLO XVIII, as a Lender
BY: Its Collateral Manager CVC Credit Partners, LLC
By:  

/s/ Gretchen Bergstresser

  Name:  

Gretchen Bergstresser

  Title:   Senior Portfolio Manager
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): CVC Credit Partners

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

APIDOS CLO XX, as a Lender
By:   Its Collateral Manager CVC Credit Partners, LLC
By:  

/s/ Gretchen Bergstresser

  Name:   Gretchen Bergstresser
  Title:   Senior Portfolio Manager
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): CVC Credit Partners

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

APIDOS CLO XXI, as a Lender
By:   Its Collateral Manager CVC Credit Partners, LLC
By:  

/s/ Gretchen Bergstresser

  Name:   Gretchen Bergstresser
  Title:   Senior Portfolio Manager
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): CVC Credit Partners

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

APIDOS CLO XXII, as a Lender
By:   Its Collateral Manager CVC Credit Partners, LLC
By:  

/s/ Gretchen Bergstresser

  Name:   Gretchen Bergstresser
  Title:   Senior Portfolio Manager
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): CVC Credit Partners

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Apidos CLO XXIII, as a Lender
By:   Its Collateral Manager, CVC Credit Partners, LLC
By:  

/s/ Gretchen Bergstresser

  Name:   Gretchen Bergstresser
  Title:   Senior Portfolio Manager
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): CVC Credit Partners

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

APIDOS CLO XXIV, as a Lender
By:   Its Collateral Manager CVC Credit Partners, LLC
By:  

/s/ Gretchen Bergstresser

  Name:   Gretchen Bergstresser
  Title:   Senior Portfolio Manager
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): CVC Credit Partners

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

APIDOS CLO XXV, as a Lender
By:   Its Collateral Manager CVC Credit Partners
By:  

/s/ Gretchen Bergstresser

  Name:   Gretchen Bergstresser
  Title:   Senior Portfolio Manager
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): CVC Credit Partners

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

ARES ENHANCED LOAN INVESTMENT STRATEGY IR LTD., as a Lender

BY: ARES ENHANCED LOAN MANAGEMENT IR, L.P., AS PORTFOLIO MANAGER

BY: ARES ENHANCED LOAN IR GP, LLC, ITS GENERAL PARTNER

By:  

/s/ Daniel Hayward

  Name:   Daniel Hayward
  Title:   Authorized Signatory
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Ares Institutional Credit Fund, LP, as a Lender
By:   Ares Institutional Credit GP LLC,
  its general partner
By:  

/s/ Daniel Hayward

  Name:   Daniel Hayward
  Title:   Authorized Signatory
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Ares Institutional Loan Fund B.V., as a Lender
BY:   Ares Management Limited, as manager
By:  

/s/ Daniel Hayward

  Name:   Daniel Hayward
  Title:   Authorized Signatory
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Ares Senior Loan Trust, as a Lender
BY: Ares Senior Loan Trust Management, L.P., Its Investment Adviser
By: Ares Senior Loan Trust Management, LLC, Its
General Partner
By:  

/s/ Daniel Hayward

  Name:   Daniel Hayward
  Title:   Authorized Signatory
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Ares XL CLO Ltd., as a Lender
By:   Ares CLO Management II LLC, its asset manager
By:  

/s/ Daniel Hayward

  Name:   Daniel Hayward
  Title:   Authorized Signatory
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Ares XLI CLO Ltd., as a Lender
By:   Ares CLO Management II LLC, as Asset Manager
By:  

/s/ Daniel Hayward

  Name:   Daniel Hayward
  Title:   Authorized Signatory
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

ARES XXIX CLO LTD., as a Lender
By: Ares CLO Management XXIX, L.P., its Asset Manager
By:   Ares CLO GP XXIX, LLC, its General Partner
By:  

/s/ Daniel Hayward

  Name:   Daniel Hayward
  Title:   Authorized Signatory
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

ARES XXV CLO LTD., as a Lender
BY: Ares CLO Management XXV, L.P., its Asset Manager
By:   Ares CLO GP XXV, LLC, its General Partner
By:  

/s/ Daniel Hayward

  Name:   Daniel Hayward
  Title:   Authorized Signatory
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

ARES XXVI CLO LTD., as a Lender
BY: Ares CLO Management XXVI, L.P., its Collateral Manager
By:   Ares CLO GP XXVI, LLC, its General Partner
By:  

/s/ Daniel Hayward

  Name:   Daniel Hayward
  Title:   Authorized Signatory
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

ARES XXVII CLO LTD., as a Lender
By: Ares CLO Management XXVII, L.P., its Asset
Manager  
By: Ares CLO GP XXVII, LLC, its General Partner
By:  

/s/ Daniel Hayward

  Name: Daniel Hayward
  Title:   Authorized Signatory
By:    
  Name:
  Title:

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

ARES XXVIII CLO LTD., as a Lender
By: Ares CLO Management XXVIII, L.P., its Asset
Manager  
By: Ares CLO GP XXVIII, LLC, its General Partner
By:  

/s/ Daniel Hayward

  Name: Daniel Hayward
  Title:   Authorized Signatory
By:    
  Name:
  Title:

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Ares XXXI CLO Ltd., as a Lender
By: Ares CLO Management XXXI, L.P., its Portfolio
Manager
By: Ares Management LLC, its General Partner
By:  

/s/ Daniel Hayward

  Name: Daniel Hayward
  Title:   Authorized Signatory
By:    
  Name:
  Title:

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Ares XXXII CLO Ltd., as a Lender
By: Ares CLO Management XXXII, L.P., its Asset
Manager
By:  

/s/ Daniel Hayward

  Name: Daniel Hayward
  Title:   Authorized Signatory
By:    
  Name:
  Title:

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Ares XXXIII CLO Ltd., as a Lender
By: Ares CLO Management XXXIII, L.P., its Asset
Manager
By:  

/s/ Daniel Hayward

  Name: Daniel Hayward
  Title:   Authorized Signatory
By:    
  Name:
  Title:

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Ares XXXIV CLO Ltd., as a Lender
By: Ares CLO Management LLC, its collateral manager
By:  

/s/ Daniel Hayward

  Name: Daniel Hayward
  Title:   Authorized Signatory
By:    
  Name:
  Title:

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Ares XXXIX CLO Ltd., as a Lender
By: Ares CLO Management II LLC, its asset manager
By:  

/s/ Daniel Hayward

  Name: Daniel Hayward
  Title:   Authorized Signatory
By:    
  Name:
  Title:

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Ares XXXV CLO Ltd., as a Lender
By: Ares CLO Management LLC, its asset manager
By:  

/s/ Daniel Hayward

  Name: Daniel Hayward
  Title:   Authorized Signatory
By:    
  Name:
  Title:

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Ares XXXVII CLO Ltd., as a Lender
By: Ares CLO Management LLC, its asset manager
By:  

/s/ Daniel Hayward

  Name: Daniel Hayward
  Title:   Authorized Signatory
By:    
  Name:
  Title:

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Ares XXXVIII CLO Ltd., as a Lender
By: Ares CLO Management II LLC, its asset manager
By:  

/s/ Daniel Hayward

  Name: Daniel Hayward
  Title:   Authorized Signatory
By:    
  Name:
  Title:

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Associated Electric & Gas Insurance Services Limited, as a Lender
by SHENKMAN CAPITAL MANAGEMENT, INC.,
as Investment Manager
By:  

/s/ Justin Slatky

  Name: Justin Slatky
  Title:   CO-CIO
By:    
  Name:
  Title:

Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Aston Hill Voya Floating Rate Income Fund, as a Lender
By: Voya Investment Management Co. LLC,
as its portfolio advisor
By:  

/s/ Mark Haak

  Name: Mark Haak
  Title:   Senior Vice President
By:    
  Name:
  Title:

Name of Fund Manager (if any): Voya Investment Management

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

ATRIUM IX, as a Lender
By: Credit Suisse Asset Management, LLC, as portfolio manager
By:  

/s/ Louis Farano

  Name: Louis Farano
  Title:   Director
By:    
  Name:
  Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Atrium X, as a Lender
BY: By: Credit Suisse Asset Management, LLC, as
portfolio manager
By:  

/s/ Louis Farano

  Name: Louis Farano
  Title:   Director
By:    
  Name:
  Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

ATRIUM XI, as a Lender
BY: Credit Suisse Asset Management, LLC, as portfolio manager
By:  

/s/ Louis Farano

  Name: Louis Farano
  Title:   Director
By:    
  Name:
  Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Atrium XII, as a Lender
By: Credit Suisse Asset Management, LLC, as portfolio manager
By:  

/s/ Louis Farano

  Name: Louis Farano
  Title:   Director
By:    
  Name:
  Title:

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

AustralianSuper, as a Lender
By:  

/s/ Glenn August

  Name: Glenn August
  Title: Authorized Signatory
By:    
  Name:
  Title:

Name of Fund Manager (if any): Oak Hill Advisors, L.P.

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

AUSTRALIANSUPER, as a Lender
By: Credit Suisse Asset Management, LLC, as sub-
advisor to Bentham Asset Management Pty Ltd. in its

capacity as agent of and investment manager for

AustralianSuper     Pty Ltd. in its capacity as trustee of AustralianSuper

 
 
By:  

/s/ Louis Farano

  Name: Louis Farano
  Title:   Director
By:    
Name:  
Title:  

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

AVAW, as a Lender
BY: INTERNATIONALE
KAPITALANLAGEGESELLSCHAFT mbH
acting for account of AVAW
Represented by: Oak Hill Advisors, L.P.
As Fund Manager
By:  

/s/ Glenn August

  Name: Glenn August
  Title: Authorized Signatory
By:    
  Name:
  Title:

Name of Fund Manager (if any): Oak Hill Advisors, L.P.

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

AVAW Loans Sankaty z.H. Internationale Kapitalanlagegesellschaft mbH, as a Lender
By: Bain Capital Credit, LP, as Fund Manager
By:  

/s/ Andrew Viens

  Name: Andrew Viens
  Title: Executive Vice President
By:    
  Name:
  Title:

Name of Fund Manager (if any): Bain Capital Credit, LP

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Avery Point II CLO, Limited, as a Lender
By: Bain Capital Credit, LP, as Portfolio Manager
By:  

/s/ Andrew Viens

  Name: Andrew Viens
  Title: Executive Vice President
By:    
  Name:
  Title:

Name of Fund Manager (if any): Bain Capital Credit, LP

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Avery Point III CLO, Limited, as a Lender
By: Bain Capital Credit, LP, as Portfolio Manager
By:  

/s/ Andrew Viens

  Name: Andrew Viens
  Title: Executive Vice President
By:    
  Name:
  Title:

Name of Fund Manager (if any): Bain Capital Credit, LP

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Avery Point IV CLO, Limited, as a Lender
By: Bain Capital Credit, LP, as Portfolio Manager
By:  

/s/ Andrew Viens

  Name: Andrew Viens
  Title:   Executive Vice President
By:    
  Name:
  Title:

Name of Fund Manager (if any): Bain Capital Credit, LP

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Avery Point V CLO, Limited, as a Lender
By: Bain Capital Credit, LP, as Portfolio Manager
By:  

/s/ Andrew Viens

  Name: Andrew Viens
  Title:   Executive Vice President
By:    
  Name:
  Title:

Name of Fund Manager (if any): Bain Capital Credit, LP

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Avery Point VI CLO, Limited, as a Lender
By: Bain Capital Credit, LP, as Portfolio Manager
By:  

/s/ Andrew Viens

  Name: Andrew Viens
  Title:   Executive Vice President
By:    
  Name:
  Title:

Name of Fund Manager (if any): Bain Capital Credit, LP

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Avery Point VII CLO, Limited, as a Lender

By: Bain Capital Credit, LP, as Portfolio Manager

By:  

/s/ Andrew Viens

  Name:  

Andrew Viens

  Title:   Executive Vice President
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Bain Capital Credit, LP

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

AVIVA STAFF PENSION SCHEME, as a Lender

BY: Ares Management Limited, its Manager

By:  

/s/ Daniel Hayward

  Name:  

Daniel Hayward

  Title:   Authorized Signatory
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Ares Management LLC

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Avoca Credit Opportunities plc

                                                                      ,

as a Lender: Avoca Credit Opportunities plc

By:  

LOGO

  Name:
  Title:
If a second signature is necessary:
By:   LOGO
  Name:
  Title:

Name of Fund Manager (if any):                            

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BAE SYSTEMS 2000 PENSION PLAN TRUSTEES LIMITED, as a Lender

BY: Oak Hill Advisors, L.P., as Manager

By:  

/s/ Glenn August

  Name:  

Glenn August

  Title:   Authorized Signatory
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Oak Hill Advisors, L.P.

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BAE SYSTEMS PENSION FUNDS CIF TRUSTEES LIMITED, as a Lender

BY: Oak Hill Advisors, L.P., as Manager

By:  

/s/ Glenn August

  Name:  

Glenn August

  Title:   Authorized Signatory
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Oak Hill Advisors, L.P.

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Bain Capital Credit (Australia) Pty Ltd in its capacity as trustee of QCT, as a Lender
By: Bain Capital Credit, LP, as Manager
By:  

/s/ Andrew Viens

  Name:  

Andrew Viens

  Title:   Executive Vice President
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Bain Capital Credit, LP

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BAIN CAPITAL CREDIT CLO 2016-2, LIMITED, as a Lender
By: Bain Capital Credit CLO Advisors, LP ,as Portfolio Manager
By:  

/s/ Andrew Viens

  Name:  

Andrew Viens

  Title:   Executive Vice President
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Bain Capital Credit, LP

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Bain Capital Credit Managed Account (FSS), L.P., as a Lender
By:  

/s/ Andrew Viens

  Name:  

Andrew Viens

  Title:   Executive Vice President
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Bain Capital Credit, LP

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Bain Capital Credit Managed Account (TCCC), L.P., as a Lender
By:  

/s/ Andrew Viens

  Name:  

Andrew Viens

  Title:   Executive Vice President
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Bain Capital Credit, LP

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Bain Capital Credit Rio Grande FMC, L.P., as a Lender
By:  

/s/ Andrew Viens

  Name:  

Andrew Viens

  Title:   Executive Vice President
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Bain Capital Credit, LP

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BAIN CAPITAL HIGH INCOME PARTNERSHIP, L.P., as a Lender
By:  

/s/ Andrew Viens

  Name: Andrew Viens
  Title: Executive Vice President
By:    
  Name:
  Title:

Name of Fund Manager (if any): Bain Capital Credit, LP

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Bain Capital Senior Loan Fund Public Limited Company, as a Lender
By: Bain Capital Credit, LP, as Investment Manager
By:  

/s/ Andrew Viens

  Name: Andrew Viens
  Title: Executive Vice President
By:    
  Name:
  Title:

Name of Fund Manager (if any): Bain Capital Credit, LP

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BAIN CAPITAL SENIOR LOAN FUND, L.P., as a Lender
By:  

/s/ Andrew Viens

  Name: Andrew Viens
  Title: Executive Vice President
By:    
  Name:
  Title:

Name of Fund Manager (if any): Bain Capital Credit, LP

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BARLCAYS BANK PLC,
as a Lender
By:  

/s/ Keith Baldrey

  Name: Keith Baldrey
  Title: Authorized Signatory

Name of Fund Manager (if any):                                             

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Battalion CLO IX Ltd., as a Lender
By: Brigade Capital Management, LP as Collateral Manager
By:  

/s/ Maureen Turk

  Name: Maureen Turk
  Title: Bank Debt Operations Associate
By:    
  Name:
  Title:

Name of Fund Manager (if any): Brigade Capital Management, LP

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Battalion CLO V Ltd., as a Lender
By: BRIGADE CAPITAL MANAGEMENT, LP as
Collateral Manager
By:  

/s/ Maureen Turk

  Name: Maureen Turk
  Title: Bank Debt Operations Associate
By:    
  Name:
  Title:

Name of Fund Manager (if any): Brigade Capital Management, LP

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Battalion CLO VI Ltd., as a Lender
By: Brigade Capital Management, LP as Collateral Manager
By:  

/s/ Maureen Turk

  Name: Maureen Turk
  Title: Bank Debt Operations Associate
By:    
  Name:
  Title:

Name of Fund Manager (if any): Brigade Capital Management, LP

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Battalion CLO VII Ltd., as a Lender
By: Brigade Capital Management, LP as Collateral Manager
By:  

/s/ Maureen Turk

  Name: Maureen Turk
  Title: Bank Debt Operations Associate
By:    
  Name:
  Title:

Name of Fund Manager (if any): Brigade Capital Management, LP

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Battalion CLO VIII Ltd., as a Lender
By: BRIGADE CAPITAL MANAGEMENT, LP
as Collateral Manager
By:  

/s/ Maureen Turk

  Name: Maureen Turk
  Title: Bank Debt Operations Associate
By:    
  Name:
  Title:

Name of Fund Manager (if any): Brigade Capital Management, LP

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BayernInvest Alternative Loan-Fonds, as a Lender
BY: Voya Investment Management Co. LLC, as its investment manager
By:  

/s/ Mark Haak

  Name: Mark Haak
  Title: Senior Vice President
By:    
  Name:
  Title:

Name of Fund Manager (if any): Voya Investment Management

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BCBSM, Inc., as a Lender
BY: KKR Its Collateral Manager
By:  

/s/ Jeffrey Smith

  Name: Jeffrey Smith
  Title: Authorized Signatory
By:    
  Name:
  Title:

Name of Fund Manager (if any): KKR Asset Management LLC

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Benefit Street Partners CLO I, Ltd., as a Lender
By:  

/s/ Todd Marsh

  Name: Todd Marsh
  Title: Authorized Signer
By:    
  Name:
  Title:

Name of Fund Manager (if any): Providence Equity Partners L.L.C.

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Benefit Street Partners CLO II, Ltd., as a Lender
By:  

/s/ Todd Marsh

  Name: Todd Marsh
  Title: Authorized Signer
By:    
  Name:
  Title:

Name of Fund Manager (if any): Providence Equity Partners L.L.C.

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Benefit Street Partners CLO III, Ltd., as a Lender
By:  

/s/ Todd Marsh

  Name: Todd Marsh
  Title: Authorized Signer
By:    
  Name:
  Title:

Name of Fund Manager (if any): Providence Equity Partners L.L.C.

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Benefit Street Partners CLO IV, Ltd., as a Lender
By:  

/s/ Todd Marsh

  Name: Todd Marsh
  Title: Authorized Signer
By:    
  Name:
  Title:

Name of Fund Manager (if any): Providence Equity Partners L.L.C.

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Benefit Street Partners CLO IX, Ltd., as a Lender
By:  

/s/ Todd Marsh

  Name:  

Todd Marsh

  Title:   Authorized Signer
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Providence Equity Partners L.L.C.

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Benefit Street Partners CLO V, Ltd., as a Lender
By:  

/s/ Todd Marsh

  Name:  

Todd Marsh

  Title:   Authorized Signer
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Providence Equity Partners L.L.C.

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Benefit Street Partners CLO VI, Ltd., as a Lender
By:  

/s/ Todd Marsh

  Name:  

Todd Marsh

  Title:   Authorized Signer
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Providence Equity Partners L.L.C.

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Benefit Street Partners CLO VII, Ltd., as a Lender
By:  

/s/ Todd Marsh

  Name:  

Todd Marsh

  Title:   Authorized Signer
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Providence Equity Partners L.L.C.

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Benefit Street Partners CLO VIII, Ltd., as a Lender
By:  

/s/ Todd Marsh

  Name:  

Todd Marsh

  Title:   Authorized Signer
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Providence Equity Partners L.L.C.

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Benefit Street Partners CLO X, Ltd., as a Lender
By:  

/s/ Todd Marsh

  Name:  

Todd Marsh

  Title:   Authorized Signer
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Providence Equity Partners L.L.C.

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BENTHAM WHOLESALE SYNDICATED LOAN FUND, as a Lender
By: Credit Suisse Asset Management, LLC, as agent (sub-advisor) for Challenger Investment Services Limited, the Responsible Entity for Bentham Wholesale Syndicated Loan Fund
By:  

/s/ Louis Farano

  Name:  

Louis Farano

  Title:   Director
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Credit Suisse Asset Management, LLC

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Betony CLO, Ltd., as a Lender
By: Invesco Senior Secured Management, Inc. as Collateral Manager
By:  

/s/ Kevin Egan

  Name:  

Kevin Egan

  Title:   Authorized Individual
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Invesco

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Birchwood Park CLO, Ltd., as a Lender
By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
By:  

/s/ Thomas Iannarone

  Name:  

Thomas Iannarone

  Title:   Authorized Signatory
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): GSO Capital

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Black Diamond CLO 2013-1 Ltd., as a Lender
By: Black Diamond CLO 2013-1 Adviser, L.L.C. As its Collateral Manager
By:  

/s/ Stephen H. Deckoff

  Name:  

Stephen H. Deckoff

  Title:   Managing Director
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Black Diamond

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Black Diamond CLO 2014-1 Ltd., as a Lender
By: Black Diamond CLO 2014-1 Adviser, L.L.C.
As its Collateral Manager
By:  

/s/ Stephen H. Deckoff

  Name: Stephen H. Deckoff
  Title: Managing Director
By:    
  Name:
  Title:

Name of Fund Manager (if any): Black Diamond

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Black Diamond CLO 2016-1 Ltd., as a Lender
By: Black Diamond CLO 2016-1 Adviser, L.L.C.
As its Collateral Manager
By:  

/s/ Stephen H. Deckoff

  Name: Stephen H. Deckoff
  Title: Managing Director
By:    
  Name:
  Title:

Name of Fund Manager (if any): Black Diamond

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Blackstone / GSO Long-Short Credit Income Fund, as a Lender
BY: GSO / Blackstone Debt Funds Management LLC as Investment Advisor
By:  

/s/ Thomas Iannarone

  Name: Thomas Iannarone
  Title: Authorized Signatory
By:    
  Name:
  Title:

Name of Fund Manager (if any): GSO Capital

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Blackstone / GSO Senior Floating Rate Term Fund, as a Lender
BY: GSO / Blackstone Debt Funds Management LLC as Investment Advisor
By:  

/s/ Thomas Iannarone

  Name: Thomas Iannarone
  Title: Authorized Signatory
By:    
  Name:
  Title:

Name of Fund Manager (if any): GSO Capital

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Blackstone / GSO Senior Loan Portfolio, as a Lender
By: GSO / Blackstone Debt Funds Management LLC as Sub-Adviser
By:  

/s/ Thomas Iannarone

  Name: Thomas Iannarone
  Title: Authorized Signatory
By:    
  Name:
  Title:

Name of Fund Manager (if any): GSO Capital

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BLACKSTONE HARRINGTON PARTNERS L.P., as a Lender
By: GSO Capital Advisors LLC, its Investment Manager
By:  

/s/ Thomas Iannarone

  Name: Thomas Iannarone
  Title: Authorized Signatory
By:    
  Name:
  Title:

Name of Fund Manager (if any): GSO Capital

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BLACKSTONE/GSO STRATEGIC CREDIT FUND, as a Lender
BY: GSO / Blackstone Debt Funds Management LLC as Collateral Manager
By:  

/s/ Thomas Iannarone

  Name: Thomas Iannarone
  Title: Authorized Signatory
By:    
  Name:
  Title:

Name of Fund Manager (if any): GSO Capital

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Blue Cross of California, as a Lender
By: Bain Capital Credit, LP, as Investment Manager
By:  

/s/ Andrew Viens

  Name: Andrew Viens
  Title: Executive Vice President
By:    
  Name:
  Title:

Name of Fund Manager (if any): Bain Capital Credit, LP

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Blue Hill CLO, Ltd., as a Lender
By: Invesco Senior Secured Management, Inc. as Collateral Manager
By:  

/s/ Kevin Egan

  Name: Kevin Egan
  Title: Authorized Individual
By:    
  Name:
  Title:

Name of Fund Manager (if any): Invesco

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BlueMountain CLO 2012-2 Ltd, as a Lender
BY: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC,
Its Collateral Manager
By:  

/s/ Ellen Brooks

  Name: Ellen Brooks
  Title: Operations Analyst
By:    
  Name:
  Title:

Name of Fund Manager (if any): Blue Mountain Capital

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Bluemountain CLO 2013-1 LTD., as a Lender
BY: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC.
ITS COLLATERAL MANAGER
By:  

/s/ Ellen Brooks

  Name: Ellen Brooks
  Title: Operations Analyst
By:    
  Name:
  Title:

Name of Fund Manager (if any): Blue Mountain Capital

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

Bluemountain CLO 2013-2 LTD., as a Lender
BY: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC.
ITS COLLATERAL MANAGER
By:  

/s/ Ellen Brooks

  Name: Ellen Brooks
  Title: Operations Analyst
By:    
  Name:
  Title:

Name of Fund Manager (if any): Blue Mountain Capital

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BlueMountain CLO 2014-1 Ltd, as a Lender
By:  

/s/ Ellen Brooks

  Name:   Ellen Brooks
  Title:   Operations Analyst
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Blue Mountain Capital

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BlueMountain CLO 2015-3 Ltd, as a Lender
By:  

/s/ Ellen Brooks

  Name:   Ellen Brooks
  Title:   Operations Analyst
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Blue Mountain Capital

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BlueMountain CLO 2015-4, Ltd., as a Lender

By: BlueMountain Capital Management, LLC

By:  

/s/ Ellen Brooks

  Name:   Ellen Brooks
  Title:   Operations Analyst
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Blue Mountain Capital

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BlueMountain CLO 2016-2, Ltd., as a Lender

BlueMountain Capital Management, LLC

By:  

/s/ Ellen Brooks

  Name:   Ellen Brooks
  Title:   Operations Analyst
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Blue Mountain Capital

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BlueMountain CLO 2016-3 Ltd, as a Lender
By:  

/s/ Ellen Brooks

  Name:   Ellen Brooks
  Title:   Operations Analyst
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Blue Mountain Capital

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

The undersigned Lender in respect of the Original Term Loans (“Original Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

 

 

to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to First Refinancing Amendment


IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

 

BOC Pension Investment Fund, as a Lender