EX-10.12 16 d67085dex1012.htm EX-10.12 EX-10.12

Exhibit 10.12

Execution Version

SECOND REFINANCING AMENDMENT dated as of January 27, 2021 (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 by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 18, 2019, and the Sixth Amendment, dated as of June 15, 2020, and as further 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 Second 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 $2,447,063,726.93 (any such resulting Term Loans, the “Term B-3 Loans”) and (ii) use the proceeds of the Term B-3 Loans to repay all Term Loans outstanding immediately prior to the Second Refinancing Amendment Effective Date (the “Existing 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-3 Loans (each such Person who is a Term Lender holding Existing Term Loans immediately prior to the effectiveness of this Amendment, a “Continuing Term B-3 Lender”; each such Person who is not a Continuing Term B-3 Lender, an “Additional Term B-3 Lender”; and each Continuing Term B-3 Lender and Additional Term B-3 Lender-3, a “Term B-3 Lender”) has agreed to provide a commitment (the “Term B-3 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 “Second Refinancing Amendment Allocation Schedule”) (or to convert all (or such lesser amount as the Second Refinancing Amendment Arrangers may allocate) of its Existing Term Loans into Term B-3 Loans (such converted Term B-3 Loans, the “Converted Term Loans” and any such conversion of Existing Term Loans into Term B-3 Loans being referred to herein as a “Second Refinancing Conversion”)). Any Lender holding Existing Term Loans immediately prior to the effectiveness of this Amendment that is not a Term B-3 Lender is referred to herein as an “Exiting Term Lender”. In the event that any Lender is a Continuing Term B-3 Lender but receives an allocation of Term B-3 Loans in amount less than the amount of its Existing Term Loans, such Lender shall be considered an Exiting Term Lender with respect to the difference between the amount of its Existing Term Loans and the allocated amount of its Term B-3 Loans.


E. Goldman Sachs Bank USA, KKR Capital Markets LLC, Barclays Bank PLC, Citigroup Global Markets Inc., Credit Suisse Loan Funding LLC, Deutsche Bank Securities Inc., UBS Securities LLC, HSBC Securities (USA) Inc. and Morgan Stanley Senior Funding, Inc. are the joint lead arrangers and joint bookrunners for this Amendment and the Term B-3 Loans (the “Second Refinancing Amendment Arrangers”).

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-3 Loans, which is subject to the approval of Holdings, the Borrower, the Administrative Agent and the Term B-3 Lenders, which will become effective only on the Second 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-3 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-3 Commitments. (a) Subject to the terms and conditions set forth herein, on the Second Refinancing Amendment Effective Date, each Additional Term B-3 Lender agrees to fund a Term B-3 Loan in a principal amount not exceeding such Additional Term B-3 Lender’s Term B-3 Commitment set forth on the Second Refinancing Amendment Allocation Schedule.

(b) Subject to the terms and conditions set forth herein, on the Second Refinancing Amendment Effective Date, each Continuing Term B-3 Lender agrees to convert all (or such lesser amount as the Second Refinancing Amendment Arrangers may allocate) of its Existing Term Loans into Converted Term Loans. Without limiting the generality of the foregoing, each Continuing Term B-3 Lender shall have a commitment to acquire by Second Refinancing Conversion Converted Term Loans in the amounts of Existing Term Loans then held by such Continuing Term B-3 Lender. Each party hereto acknowledges and agrees that notwithstanding any such Second Refinancing Conversion, each such Continuing Term B-3 Lender shall be entitled to receive payment on the Second Refinancing Amendment Effective Date of the unpaid fees and interest accrued to such date with respect to all of its Existing Term Loans.

 

-2-


(c) Each Lender, by delivering its signature page to this Amendment and funding, or converting its Existing Term Loans into, Term B-3 Loans on the Second 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 Second Refinancing Amendment Effective Date. The commitments of the Term B-3 Lenders are several, and no Term B-3 Lender shall be responsible for any other Term B-3 Lender’s failure to make Term B-3 Loans.

(d) Subject to the terms and conditions set forth herein, pursuant to Section 2.21 of the Credit Agreement, effective as of the Second Refinancing Amendment Effective Date, for all purposes of the Loan Documents, (i) the Term B-3 Commitments shall constitute “Term Commitments” and “Other Term Commitments”, (ii) the Term B-3 Loans shall constitute “Term Loans” and “Other Term Loans” and (iii) each Term B-3 Lender shall become an “Additional Term Lender”, “Additional Lender”, a “Term Lender” and a “Lender” (if such Term B-3 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-3 Loan, a Term Loan).

(e) The Existing 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-3 Loans and other funds available to the Borrower. The Borrower shall, on the Second Refinancing Amendment Effective Date, pay to the Administrative Agent, for the accounts of the Persons that are Term Lenders immediately prior to the Second Refinancing Amendment Effective Date, all interest, fees and other amounts accrued to the Second Refinancing Amendment Effective Date with respect to the Existing Term Loans, whether or not such Existing Term Loans are converted pursuant to Section 1.02(b) of this Amendment.

(f) Each Lender party hereto (including each Continuing Term B-3 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-3 Lender to make Term B-3 Loans on the Second 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-3 Loans and the repayment in full of the Existing 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 Second Refinancing Amendment Effective Date, and the Term B-3 Lenders shall have received a certificate of a Responsible Officer dated the Second Refinancing Amendment Effective Date to such effect.

(ii) The Administrative Agent and the Second Refinancing Amendment Arrangers shall have received a written opinion (addressed to the Administrative Agent and the Term B-3 Lenders party hereto and dated the Second Refinancing Amendment Effective Date) of (A) Simpson Thacher & Bartlett LLP, New York and Delaware counsel for the Loan Parties and (B) Lewis Roca Rothgerber Christie LLP, special Nevada counsel for the Loan Parties. The Borrower hereby requests each such counsel to deliver such opinion.

 

-3-


(iii) The Administrative Agent and the Second Refinancing Amendment Arrangers shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the date last delivered to the Administrative Agent), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers have not changed since the date last delivered to the Administrative Agent), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the Second Refinancing Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.

(iv) The Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable to the Administrative Agent requesting that the Term B-3 Lenders make the Term B-3 Loans to the Borrower on the Second Refinancing Amendment Effective Date.

(v) The Administrative Agent and the Second Refinancing Amendment Arrangers shall have received all documentation including a certificate regarding beneficial ownership required by 31 C.F.R. §1010.230 (the “Beneficial Ownership Regulation”) at least three Business Days prior to the Second 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 Second Refinancing Amendment Effective Date and that the Administrative Agent or the Second Refinancing Amendment Arrangers have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot Act and the Beneficial Ownership Regulation.

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

(vii) Each Loan Party shall have entered into the Second Refinancing Amendment Reaffirmation Agreement.

 

-4-


SECTION 1.03. Amendment of Credit Agreement. Effective as of the Second 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):

Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

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

Existing Term Loans” has the meaning assigned thereto in the Second Refinancing Amendment.

Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

Second Refinancing Amendment” means the Second Refinancing Amendment to this Agreement dated as of January 27, 2021, among Holdings, the Borrower, the Term B-3 Lenders party thereto and the Administrative Agent.

Second 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-3 Lender and, next to such name, the amount of Term B-3 Loans to be made to the Borrower in Dollars by such Term B-3 Lender on the Second Refinancing Amendment Effective Date.

Second Refinancing Amendment Arrangers” means Goldman Sachs Bank USA, KKR Capital Markets LLC, Barclays Bank PLC, Citigroup Global Markets Inc., Credit Suisse Loan Funding LLC, Deutsche Bank Securities Inc., UBS Securities LLC, HSBC Securities (USA) Inc. and Morgan Stanley Senior Funding, Inc.

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

Second Refinancing Amendment Reaffirmation Agreement” means the Reaffirmation Agreement dated as of January 27, 2021, among Holdings, the subsidiaries of Holdings party thereto, the Administrative Agent and the Collateral Agent.

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

UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or

 

-5-


any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

(ii) The second sentence to the definition of “Alternate Base Rate” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“Notwithstanding the foregoing, and solely with respect to the Term Facility, the Alternate Base Rate will be deemed to be 1.75% per annum if the Alternate Base Rate calculated pursuant to the foregoing provisions would otherwise be less than 1.75% per annum.”

(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) 2.00% per annum in the case of an ABR Loan or (B) 3.00% per annum in the case of a Eurocurrency Loan;”

(iv) The proviso to the first paragraph of the definition of “Applicable Rate” set forth in Section 1.01 of the Credit Agreement is hereby amended by adding the following clause (B):

“and (B) from and after the delivery of the financial statements and related Compliance Certificate for the first fiscal quarter of Holdings completed after the Second Refinancing Amendment Effective Date pursuant to Section 5.01(d)(i), with respect to clause (a) above, the Applicable Rate shall be based on the First Lien Leverage Ratio set forth in the most recent Compliance Certificate in accordance with the pricing grid below:

 

Level

   First Lien Leverage Ratio    Term Loan ABR Loan Applicable
Rate
  Term Loan Eurocurrency Loan
Applicable Rate

1

   ³ 3.50:1.00    2.00%   3.00%

3

   < 3.50:1.00    1.75%   2.75%

 

-6-


(v) The definition of “Bail-In Action” set forth in Section 1.01 of the Credit Agreement is hereby amended by replacing “EEA Financial Institution” with “Affected Financial Institution”.

(vi) The definition of “Bail-In Legislation” set forth in Section 1.01 of the Credit is hereby amended and restated in its entirety as follows:

““Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

(vii) The first sentence of the second paragraph in the definition of “LIBO Rate” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“Notwithstanding the foregoing, and solely with respect to the Term Facility, the Adjusted LIBO Rate will be deemed to be 0.75% per annum if the Adjusted LIBO Rate calculated pursuant to the foregoing provisions would otherwise be less than 0.75% per annum.”

(viii) The definition of “Loan Documents” set forth in Section 1.01 of the Credit Agreement is hereby amended by adding the text “the Second Refinancing Amendment,” after the text “the Sixth Amendment,” appearing in such definition.

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

(x) 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 Second Refinancing Amendment (including pursuant to a Second Refinancing Conversion of Existing Term Loans of such Term Lender) in an aggregate amount not to exceed the amount set forth on the Second 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 Second Refinancing Amendment Effective Date the initial aggregate amount of the Term Commitments is $2,447,063,726.93.”

 

-7-


(xi) 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-3 Loan constituting Credit Agreement Refinancing Indebtedness thereof made pursuant to, and as defined in, the Second Refinancing Amendment (including Converted Term Loans as defined herein)).”

(xii) The definition of “Write-Down and Conversion Powers” is hereby amended by adding “(a)” after “means,” and by adding the following as a new clause “and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.”

(xiii) 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, 2021) in the principal amount of Term Loans equal to (i) the aggregate outstanding principal amount of Term Loans on the Second Refinancing Amendment Effective Date (after giving effect to the Second 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.”

(xiv) 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 date that is six months after the Second Refinancing Amendment Effective Date, the Borrowers (i) makes any prepayment of Term B-3 Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective

 

-8-


Yield on such Term B-3 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 B-3 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 B-3 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 B-3 Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.”

(xv) Section 9.19 of the Credit Agreement is hereby amended by (i) replacing “EEA Financial Institutions” with “Affected Financial Institutions” and (ii) replacing “an EEA Resolution Authority” with “the applicable Resolution Authority”.

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

(a) The Administrative Agent and the Second Refinancing Amendment Arrangers (or their counsel) shall have received from (i) the Borrower, (ii) Holdings, (iii) each Term B-3 Lender party hereto 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-3 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-3 Commitments in an aggregate amount equal to $2,447,063,726.93. 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 Existing Term Loans (giving effect to any Second Refinancing Conversion thereof), (ii) all accrued and unpaid fees and interest with respect to the Existing Term Loans (including any such Existing Term Loans that will be converted to Term B-3 Loans on the Second 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 Second 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-3 Loans to be made on the Second Refinancing Amendment Effective Date and other funds available to the Borrower.

 

-9-


(d) The Administrative Agent and the Second Refinancing Amendment Arrangers 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 Second Refinancing Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Second Refinancing Amendment Arrangers.

(e) The Borrower shall have paid to the Second Refinancing Amendment Arrangers the fees, if any, 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-3 Lenders and the other Lenders of the Second 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-3 Lenders hereunder to make Term B-3 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 January 27, 2021.

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-3 Lenders, and the Administrative Agent that, as of the Second Refinancing Amendment Effective Date and after giving effect to the transactions and amendments to occur on the Second 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 Second 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 Second 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 Second Refinancing Amendment Effective Date.

 

-10-


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

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 Second 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-3 Loans (including the Converted Term Loans) held by the Continuing Term B-3 Lenders as fungible with the Term B-3 Loans held by the Additional Term B-3 Lenders. Additionally, the Term B-3 Loans will be treated as a single fungible loan for U.S. federal income tax purposes (whether issued for cash or in respect of the Fourth Additional Term Loans or the other Term Loans).

(c) On and after the Second 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 each of the Administrative Agent and each Second 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 Second Refinancing Amendment Arrangers.

 

-11-


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. The words “execution,” “signed,” “signature,” and words of like import in any Loan Document shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Requirements of Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

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.

 

-12-


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: EVP & Chief Financial Officer

 

UFC HOLDINGS, LLC
BY   /s/ Andrew Schleimer
  NAME: Andrew Schleimer
  TITLE: EVP & Chief Financial Officer

 

[Signature Page to Second Refinancing Amendment]


GOLDMAN SACHS BANK USA, as Administrative Agent
BY   /s/ Charlie Johnston
  Name: Charlie Johnston
  Title: Authorized Signatory

 

[Signature Page to Second Refinancing Amendment]


GOLDMAN SACHS BANK USA, as a Term B-3 Lender
BY   /s/ Charlie Johnston
  Name: Charlie Johnston
  Title: Authorized Signatory

 

[Signature Page to Second Refinancing Amendment]


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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.

 

1199SEIU Health Care Employees Pension Fund,

as a Lender

By: Crescent Capital Group LP, its adviser
By:   /s/ Alex Slavtchev
  Name: Alex Slavtchev
  Title: Vice President

 

If a second signature is necessary:
By:   /s/ Zachary Nuzzi
  Name: Zachary Nuzzi
  Title: Vice President

Name of Fund Manager (if any): Crescent Capital Group LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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.

 

1199 SEIU Health Care Employees Pension Fund,
as a Lender
By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory

 

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

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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.

 

522 Funding CLO 2020-6, Ltd.,
as a Lender
By: MS 522 CLO CM LLC as its Collateral Manager
By:   /s/ Anthony Farraye
  Name: Anthony Farraye
  Title: Associate
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Morgan Stanley Investment Management Inc

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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.

 

ABR Reinsurance LTD.,
as a Lender
By: BlackRock Financial Management, Inc., its Investment Manager
By:   /s/ Rob Jacobi
  Name: Rob Jacobi
  Title: Authorized Signatory

 

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

Name of Fund Manager (if any): BlackRock, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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.

 

KRH US Loan Master Fund 2017-5 a series trust of Global Cayman Investment Trust

By Goldman Sachs Asset Management, L.P. solely as its investment manager and not as principal,

as a Lender
By:   /s/ Mahesh Mohan
  Name: Mahesh Mohan
  Title: Authorized Signatory

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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.

 

Goldman Sachs Trust on behalf of the Goldman Sachs High Yield Floating Rate Fund

By: Goldman Sachs Asset Management, L.P. as investment advisor and not as principal,

as a Lender

By:   /s/ Mahesh Mohan
 

Name: Mahesh Mohan

Title: Authorized Signatory

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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.

 

Goldman Sachs Lux Investment Funds for the benefit of Goldman Sachs High Yield Floating Rate Portfolio (Lux)

By Goldman Sachs Asset Management, L.P. solely as its investment advisor and not as principal,

as a Lender

By:   /s/ Mahesh Mohan
 

Name: Mahesh Mohan

Title: Authorized Signatory

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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.

 

ABS Loans 2007 Limited, a subsidiary of Goldman Sachs Institutional Funds II PLC,

as a Lender

By:   /s/ Mahesh Mohan
 

Name: Mahesh Mohan

Title: Authorized Signatory

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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/ Rebecca Willey
 

Name: Rebecca Willey

Title: Bank Loan Trader

 

If a second signature is necessary:
By:  
 

Name:

Title:

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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/ Serge Todorovich
 

Name: Serge Todorovich

Title: General Counsel & Chief Compliance Officer

 

If a second signature is necessary:
By:  
 

Name:

Title:

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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.

 

ADVANCED SERIES TRUST - AST HIGH YIELD PORTFOLIO,

as a Lender

By:   /s/ Alex Sammarco
  Name: Alex Sammarco
  Title: Executive Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): JPMorgan Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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.

 

ADVANCED SERIES TRUST - AST J.P.

MORGAN GLOBAL THEMATIC PORTFOLIO,

as a Lender

By:   /s/ Alex Sammarco
  Name: Alex Sammarco
  Title: Executive Director
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): JPMorgan Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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.

 

Advanced Series Trust - AST Fidelity Institutional AM Quantitative Portfolio,

as a Lender

By: FIAM LLC as Investment Manager

By:   /s/ Christopher Maher
  Name: Christopher Maher
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Fidelity Investments

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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.

 

Advanced Series Trust - AST Western Asset Core
Plus Bond Portfolio,

as a Lender

BY: Western Asset Management Company as Investment Manager and Agent

By:   /s/ Joanne DY
  Name: Joanne DY
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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.

 

Shenkman Capital Floating Rate High Income Fund,

as a Lender

by SHENKMAN CAPITAL MANAGEMENT, INC., as

Investment Manager

By:   /s/ Serge Todorovich
  Name: Serge Todorovich
  Title: General Counsel & Chief Compliance Officer
If a second signature is necessary:
By:  
  Name:
  Title:

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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.

 

AIG CLO 2018-1, Ltd.,

as a Lender

By: AIG Asset Management (U.S.), LLC

As its Investment Manager

By:   /s/ Brogdon,Chris
  Name: Brogdon, Chris
  Title: Assistant Portfolio Manager
If a second signature is necessary:
By:  
  Name:
  Title:

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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.

 

AIG CLO 2019-1, Ltd.,

as a Lender

By: AIG Asset Management (U.S.), LLC

As its Investment Manager

By:   /s/ Christopher Brogdon
  Name: Christopher Brogdon
  Title: Assistant Portfolio Manager
If a second signature is necessary:
By:  
  Name:
  Title:

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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.

 

AIG CLO 2019-2, Ltd.,

as a Lender

By: AIG Credit Management, LLC As its

Investment Manager

By:   /s/ Brogdon, Chris
  Name: Brogdon, Chris
  Title: Assistant Portfolio Manager
If a second signature is necessary:
By:  
  Name:
  Title:

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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.

 

AIG CLO 2020-1, LLC,
as a Lender
By: AIG Credit Management, LLC As its
Investment Manager
By:   /s/ Brogdon, Chris
  Name: Brogdon, Chris
  Title: Assistant Portfolio Manager
If a second signature is necessary:
By:  
  Name:
  Title:

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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.

 

AIG Rover Sub I, LLC,
as a Lender
By: AIG Credit Management, LLC As its
Investment Manager
By:   /s/ Chris Brogdon
  Name: Chris Brogdon
  Title: Assistant Portfolio Manager
If a second signature is necessary:
By:  
  Name:
  Title:

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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.

 

Invesco Senior Floating Rate Plus Fund,
as a Lender
By: Invesco Senior Secured Management, Inc., as
Investment Adviser
By:   /s/ Kevin Egan
  Name: Kevin Egan
  Title: Authorized Individual
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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 10, Ltd.,
as a Lender
By: Allstate Investment Management Company, as
Collateral Manager
By:   /s/ Kyle Roth
  Name: Kyle Roth
  Title: Portfolio Manager
If a second signature is necessary:
By:   /s/ Christopher Goergen
  Name: Christopher Goergen
  Title: Sr. Portfolio Manager

Name of Fund Manager (if any): ALLSTATE LIFE INSURANCE COMPANY

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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 11, Ltd.,

as a Lender

By: Allstate Investment Management Company, as Portfolio Manager

By:   /s/ Kyle Roth
 

Name: Kyle Roth

Title: Portfolio Manager

 

If a second signature is necessary:
By:   /s/ Christopher Goergen
 

Name: Christopher Goergen

Title: Sr. Portfolio Manager

Name of Fund Manager (if any): ALLSTATE LIFE INSURANCE COMPANY

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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 12, Ltd.,

as a Lender

By: Allstate Investment Management Company, as Asset Manager

By:   /s/ Kyle Roth
 

Name: Kyle Roth

Title: Portfolio Manager

 

If a second signature is necessary:
By:   /s/ Christopher Goergen
 

Name: Christopher Goergen

Title: Sr. Portfolio Manager

Name of Fund Manager (if any): ALLSTATE LIFE INSURANCE COMPANY

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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 2018-A,

as a Lender

By: Allstate Investment Management Company, as Collateral Manager

By:   /s/ Kyle Roth
 

Name: Kyle Roth

Title: Portfolio Manager

 

If a second signature is necessary:
By:   /s/ Christopher Goergen
 

Name: Christopher Goergen

Title: Sr. Portfolio Manager

Name of Fund Manager (if any): ALLSTATE LIFE INSURANCE COMPANY

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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/ Kyle Roth
 

Name: Kyle Roth

Title: Portfolio Manager

 

If a second signature is necessary:
By:   /s/ Christopher Goergen
 

Name: Christopher Goergen

Title: Sr. Portfolio Manager

Name of Fund Manager (if any): ALLSTATE LIFE INSURANCE COMPANY

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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 2017-A,

as a Lender

By: Allstate Investment Management Company, as Collateral Manager

By:   /s/ Kyle Roth
 

Name: Kyle Roth

Title: Portfolio Manager

 

If a second signature is necessary:
By:   /s/ Christopher Goergen
 

Name: Christopher Goergen

Title: Sr. Portfolio Manager

Name of Fund Manager (if any): ALLSTATE LIFE INSURANCE COMPANY

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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 2018-B,

as a Lender

By: Allstate Investment Management Company, as Collateral Manager

By:   /s/ Kyle Roth
 

Name: Kyle Roth

Title: Portfolio Manager

 

If a second signature is necessary:
By:   /s/ Christopher Goergen
 

Name: Christopher Goergen

Title: Sr. Portfolio Manager

Name of Fund Manager (if any): ALLSTATE LIFE INSURANCE COMPANY

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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.

 

Alaska Electrical Pension Fund,

as a Lender

By:   /s/ Joanne Dy
 

Name: Joanne Dy

Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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.

 

Alinea CLO, Ltd.,

as a Lender

By: Invesco Senior Secured Management, Inc. as
Collateral Manager

By:   /s/ Kevin Egan
 

Name: Kevin Egan

Title: Authorized Individual

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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 II—S CLO Limited,
as a Lender
By:   /s/ Yumiko Licznerski
  Name:   Yumiko Licznerski
 

Title:

  Senior Credit Analyst

 

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

Name of Fund Manager (if any): AXA

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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 IV, Limited,
as a Lender
By:   /s/ Yumiko Licznerski
  Name:Yumiko Licznerski
  Title:Senior Credit Analyst

 

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

Name of Fund Manager (if any): AXA

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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 IX, Limited,
as a Lender
By:   /s/ Yumiko Licznerski
  Name:Yumiko Licznerski
  Title:Senior Credit Analyst

 

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

Name of Fund Manager (if any): AXA

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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 V, Limited,
as a Lender
By:   /s/ Yumiko Licznerski
  Name:Yumiko Licznerski
  Title:Senior Credit Analyst

 

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

Name of Fund Manager (if any): AXA

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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 VI, Limited,
as a Lender
By:   /s/ Yumiko Licznerski
  Name:Yumiko Licznerski
  Title: Senior Credit Analyst

 

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

Name of Fund Manager (if any): AXA

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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 VII, Limited,

as a Lender

By:   /s/ Yumiko Licznerski
  Name:Yumiko Licznerski
  Title:Senior Credit Analyst

 

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

Name of Fund Manager (if any): AXA

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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 VIII Ltd,
as a Lender
By:   /s/ Yumiko Licznerski
  Name:Yumiko Licznerski
  Title:Senior Credit Analyst

 

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

Name of Fund Manager (if any): AXA

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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 X, Limited,

as a Lender
By:   /s/ Yumiko Licznerski
  Name: Yumiko Licznerski
  Title: Senior Credit Analyst
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): AXA

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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 XI, Limited,
as a Lender
By:   /s/ Yumiko Licznerski
  Name: Yumiko Licznerski
  Title: Senior Credit Analyst
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): AXA

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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.

 

Allegro CLO XII, Ltd,
as a Lender
AXA IM INC FOR AND ON BEHALF OF Allegro CLO XII, Ltd
By:   /s/ Yumiko Licznerski
  Name: Yumiko Licznerski
  Title: Senior Credit Analyst
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): AXA

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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/ Kyle Roth
  Name: Kyle Roth
  Title: Portfolio Manager
If a second signature is necessary:
By:   /s/ Christopher Goergen
  Name: Christopher Goergen
  Title: Sr. Portfolio Manager

Name of Fund Manager (if any): ALLSTATE LIFE INSURANCE COMPANY

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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 LIFE INSURANCE COMPANY,
as a Lender
By:   /s/ Kyle Roth
  Name: Kyle Roth
  Title: Portfolio Manager
If a second signature is necessary:
By:   /s/ Christopher Goergen
  Name: Christopher Goergen
  Title: Sr. Portfolio Manager

Name of Fund Manager (if any):

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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 Investment Trust - High Income Fund,
as a Lender
By:   /s/ Stephen Kotsen
  Name: Stephen Kotsen
 

Title: Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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 Investment Trust - NT High Income Fund,
as a Lender
By:   /s/ Stephen Kotsen
  Name: Stephen Kotsen
  Title: Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor
If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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 CHEMICAL SOCIETY,
as a Lender
By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory
If a second signature is necessary:
By:  
 

Name:

Title:

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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:   /s/ Deanna Leighton
  Name: Deanna Leighton
 

Title: High Yield Portfolio Manager

If a second signature is necessary:

By:  
  Name:
  Title:

Name of Fund Manager (if any): AIG Asset Management (U.S), LLC, Investment Advisor

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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:   /s/ Deanna Leighton
  Name: Deanna Leighton
  Title: High Yield Portfolio Manager

 

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

Name of Fund Manager (if any): AIG Asset Management (U.S), LLC, Investment Advisor

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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 International Group UK Limited,

as a Lender

By:   /s/ Deanna Leighton
  Name: Deanna Leighton
  Title: High Yield Portfolio Manager

 

If a second signature is necessary:

By:  
  Name:
  Title:

Name of Fund Manager (if any): AIG Asset Management (U.S), LLC, Investment Advisor

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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.

 

The Variable Annuity Life Insurance Company,
as a Lender
By:   /s/ Deanna Leighton
  Name: Deanna Leighton
  Title: High Yield Portfolio Manager

 

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

Name of Fund Manager (if any): AIG Asset Management (U.S), LLC, Investment Advisor

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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.

 

UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK (THE),

as a Lender

By:

  /s/ Deanna Leighton
  Name: Deanna Leighton
  Title: High Yield Portfolio Manager

 

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

Name of Fund Manager (if any): AIG Asset Management (U.S), LLC, Investment Advisor

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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.

 

Anne Arundel County, Maryland/Anne Arundel County Retirement & Pension System,

as a Lender

By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory

 

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

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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

 

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

Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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 Investments USA Inc.,
as a Lender
By:   /s/ Alex Sammarco
  Name: Alex Sammarco
  Title: Executive Director

 

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

Name of Fund Manager (if any): JPMorgan Asset Management

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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.

 

Apex Credit CLO 2016 Ltd.,
as a Lender
By: Apex Credit Partners, its Asset Manager
By:  

/s/ Andrew Stern

  Name: Andrew Stern
  Title: Managing Director

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Apex Credit Partners LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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.

 

Apex Credit CLO 2018 Ltd.,
as a Lender
By:   /s/ Andrew Stern
  Name: Andrew Stern
  Title: Managing Director

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Apex Credit Partners LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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.

 

Apex Credit CLO 2019 Ltd.,
as a Lender
By: Apex Credit Partners, its Asset Manager
By:   /s/ Andrew Stern
  Name: Andrew Stern
  Title: Managing Director

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Apex Credit Partners LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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.

 

Apex Credit CLO 2019-II Ltd.,
as a Lender
By: Apex Credit Partners LLC
By:   /s/ Andrew Stern
  Name: Andrew Stern
  Title: Managing Director

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Apex Credit Partners LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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.

 

Apex Credit CLO 2020 Ltd.,
as a Lender
By: Apex Credit Partners, its Asset Manager
By:   /s/ Andrew Stern
  Name: Andrew Stern
  Title: Managing Director

 

If a second signature is necessary:
By:  
 

Name:

Title:

Name of Fund Manager (if any): Apex Credit Partners LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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 XI,
as a Lender
BY: Its Collateral Manager CVC Credit Partners, LLC
By:   /s/ Gretchen Bergstresser
  Name: Gretchen Bergstresser
  Title: Senior Portfolio Manager

 

If a second signature is necessary:
By:  
 

Name:

Title:

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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

 

If a second signature is necessary:
By:  
 

Name:

Title:

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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
If a second signature is necessary:
By:  
  Name:
  Title:

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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-R,
as a Lender
By: Its Collateral Manager CVC Credit Partners, LLC
By:   /s/ Gretchen Bergstresser
  Name: Gretchen Bergstresser
  Title: Senior Portfolio Manager
If a second signature is necessary:
By:  
 

Name:

Title:

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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
If a second signature is necessary:
By:  
 

Name:

Title:

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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
If a second signature is necessary:
By:  
 

Name:

Title:

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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
If a second signature is necessary:
By:  
 

Name:

Title:

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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
If a second signature is necessary:
By:  
 

Name:

Title:

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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
If a second signature is necessary:
By:  
 

Name:

Title:

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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 XXIX,

as a Lender

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

 

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

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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

 

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

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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 XXVI,

as a Lender

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

 

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

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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 XXVII,

as a Lender

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

 

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

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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 XXVIII,

as a Lender

By: Its Collateral Manager CVC CREDIT PARTNERS U.S. CLO MANAGEMENT LLC,
By:   /s/ Gretchen Bergstresser
  Name: Gretchen Bergstresser
  Title: Senior Portfolio Manager

 

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

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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 XXX,

as a Lender

By: Its Collateral Manager CVC CREDIT PARTNERS U.S. CLO MANAGEMENT LLC
By:   /s/ Gretchen Bergstresser
  Name: Gretchen Bergstresser
  Title: Senior Portfolio Manager

 

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

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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 XXXI,

as a Lender

By: Its Collateral Manager CVC CREDIT PARTNERS U.S. CLO MANAGEMENT LLC,
By:   /s/ Gretchen Bergstresser
  Name: Gretchen Bergstresser
  Title: Senior Portfolio Manager

 

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

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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 XXXII,

as a Lender

By: Its Collateral Manager CVC CREDIT PARTNERS U.S. CLO MANAGEMENT LLC
By:   /s/ Gretchen Bergstresser
  Name: Gretchen Bergstresser
  Title: Senior Portfolio Manager

 

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

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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 XXXIII,

as a Lender

By: Its Collateral Manager CVC CREDIT PARTNERS U.S. CLO MANAGEMENT LLC

By:   /s/ Gretchen Bergstresser
 

Name: Gretchen Bergstresser

 

Title: Senior Portfolio Manager

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

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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 XXXIV,

as a Lender

By: Its Collateral Manager CVC CREDIT PARTNERS U.S. CLO MANAGEMENT LLC

By:   /s/ Gretchen Bergstresser
  Name: Gretchen Bergstresser
  Title: Senior Portfolio Manager
If a second signature is necessary:
By:  
  Name:
  Title:

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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.

 

DoubleLine Capital LP as Investment Advisor to:
Arch Reinsurance Ltd.,
as a Lender
By:   /s/ Oi Jong Martel
  Name: Oi Jong Martel
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): DoubleLine Capital LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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, L.P.,

as a Lender

By: Ares Management LLC, its Investment Manager

By:   /s/ Charles Williams
  Name: Charles Williams
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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 L CLO Ltd.,
as a Lender

By: Ares CLO Management LLC, its asset manager

By:   /s/ Charles Williams
  Name: Charles Williams
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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 LI CLO Ltd.,

as a Lender

By: Ares CLO Management LLC

By:   /s/ Charles Williams
  Name: Charles Williams
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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 LII CLO Ltd.,

as a Lender

By: Ares CLO Management LLC, its Asset Manager

By:   /s/ Charles Williams
  Name: Charles Williams
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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 LIII CLO Ltd.,
as a Lender
By: Ares CLO Management LLC, its portfolio manager
By:   /s/ Charles Williams
 

Name: Charles Williams

  Title: Authorized Signatory
If a second signature is necessary:
By:  
 

Name:

  Title:

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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 LIV CLO Ltd.,
as a Lender
By: Ares CLO Management LLC, its asset manager
By:   /s/ Charles Williams
  Name: Charles Williams
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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 LV CLO Ltd.,
as a Lender
By: Ares CLO Management LLC, as its Asset Manager
By:   /s/ Charles Williams
  Name: Charles Williams
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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 LVI CLO Ltd.,
as a Lender
By:   /s/ Charles Williams
  Name: Charles Williams
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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 LVII CLO Ltd.,
as a Lender
By: Ares CLO Management LLC, as Asset Manager
By:   /s/ Charles Williams
  Name: Charles Williams
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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 LVIII CLO LTD.,
as a Lender
By: Ares CLO Management LLC, as its Asset Manager
By:   /s/ Charles Williams
  Name: Charles Williams
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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/ Charles Williams
  Name: Charles Williams
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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/ Charles Williams
  Name: Charles Williams
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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, its asset manager
By:   /s/ Charles Williams
 

Name: Charles Williams

Title: Authorized Signatory

 

If a second signature is necessary:
By:  
 

Name:

Title:

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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 XLII CLO Ltd.,

as a Lender

By: Ares CLO Management LLC, its asset manager
By:   /s/ Charles Williams
 

Name: Charles Williams

Title: Authorized Signatory

If a second signature is necessary:
By:  
 

Name:

Title:

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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 XLIII CLO Ltd.,

as a Lender

By: Ares CLO Management LLC, as its Asset Manager
By:   /s/ Charles Williams
 

Name: Charles Williams

Title: Authorized Signatory

If a second signature is necessary:
By:  
 

Name:

Title:

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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 XLIV CLO Ltd.,

as a Lender

By: Ares CLO Management II LLC, its Asset Manager
By:   /s/ Charles Williams
 

Name: Charles Williams

Title: Authorized Signatory

If a second signature is necessary:
By:  
 

Name:

Title:

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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 XLIX CLO LTD.,

as a Lender

By: Ares CLO Management LLC, its asset manager
By:   /s/ Charles Williams
 

Name: Charles Williams

Title: Authorized Signatory

If a second signature is necessary:
By:  
 

Name:

Title:

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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 XLV CLO Ltd.,

as a Lender

By: Ares CLO Management II LLC, its Asset Manager
By:   /s/ Charles Williams
 

Name: Charles Williams

Title: Authorized Signatory

If a second signature is necessary:
By:  
 

Name:

Title:

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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 XLVI CLO Ltd.,

as a Lender

By: Ares CLO Management LLC, as its Asset Manager
By:   /s/ Charles Williams
 

Name: Charles Williams

Title: Authorized Signatory

If a second signature is necessary:
By:  
 

Name:

Title:

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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 XLVII CLO Ltd.,
as a Lender
By: Ares CLO Management II LLC, as Asset Manager
By:   /s/ Charles Williams
  Name: Charles Williams
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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 XLVIII CLO Ltd.,
as a Lender
By: Ares CLO Management II LLC, as its Asset Manager
By:   /s/ Charles Williams
  Name: Charles Williams
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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 LLC, its asset manager
By:   /s/ Charles Williams
  Name: Charles Williams
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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 XXVIIIR CLO Ltd.,
as a Lender
By: Ares CLO Management LLC, its Asset Manager
By:   /s/ Charles Williams
  Name: Charles Williams
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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 XXXIIR CLO Ltd,
as a Lender
By: Ares CLO Management LLC, its Asset Manager
By:   /s/ Charles Williams
  Name: Charles Williams
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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 XXXIR CLO Ltd.,
as a Lender
By: Ares CLO Management LLC, as Asset Manager
By:   /s/ Charles Williams
  Name: Charles Williams
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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 asset manager
By:   /s/ Charles Williams
  Name: Charles Williams
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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/ Charles Williams
  Name: Charles Williams
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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/ Charles Williams
  Name: Charles Williams
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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/ Charles Williams
  Name: Charles Williams
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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 XXXVR CLO Ltd.,
as a Lender
By: Ares CLO Management LLC, its asset manager
By:   /s/ Charles Williams
  Name: Charles Williams
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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.

 

Ascension Alpha Fund, LLC,
as a Lender
By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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/ Serge Todorovich
  Name: Serge Todorovich
  Title: General Counsel & Chief Compliance Officer
If a second signature is necessary:
By:  
  Name:
  Title:

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory

 

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

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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
By:   /s/ Yumiko Licznerski
  Name: Yumiko Licznerski
  Title: Senior Credit Analyst

 

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

Name of Fund Manager (if any): AXA

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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.

 

BA/CSCREDIT 1 LLC,
as a Lender
By: Credit Suisse Asset Management, LLC, as investment manager
By:   /s/ Thomas Flannery
  Name: Thomas Flannery
  Title: Authorized Signatory

 

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

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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/ Alan Schrager
  Name: Alan Schrager
  Title: Authorized Signatory

 

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

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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/ Alan Schrager
  Name: Alan Schrager
  Title: Authorized Signatory

 

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

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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.

 

Ballyrock CLO 14 Ltd.,
as a Lender
By: Ballyrock Investment Advisors LLC, as Collateral Manager
By:   /s/ Christopher Maher
  Name: Christopher Maher
  Title: Authorized Signatory

 

If a second signature is necessary:

By:  
  Name:
  Title:

Name of Fund Manager (if any): Fidelity Investments

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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.

 

Ballyrock CLO 2016-1 LTD,

as a Lender

By: BALLYROCK Investment Advisors LLC, as Collateral Manager
By:   /s/ Christopher Maher
  Name: Christopher Maher
  Title: Authorized Signatory
If a second signature is necessary:
By:  
  Name:
  Title:

Name of Fund Manager (if any): Fidelity Investments

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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.

 

Ballyrock CLO 2018-1 LTD,

as a Lender

By: BALLYROCK Investment Advisors LLC, as Collateral Manager
By:   /s/ Christopher Maher
  Name: Christopher Maher
  Title: Authorized Signatory

 

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

Name of Fund Manager (if any): Fidelity Investments

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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.

 

Ballyrock CLO 2019-1 LTD,

as a Lender

By: Ballyrock Investment Advisors LLC, as Collateral Manager
By:   /s/ Christopher Maher
  Name: Christopher Maher
  Title: Authorized Signatory

 

If a second signature is necessary:
By:  
  Name:
 

Title:

Name of Fund Manager (if any): Fidelity Investments

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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.

 

Ballyrock CLO 2019-2 Ltd.,
as a Lender

By: Ballyrock Investment

Advisors LLC, as Collateral Manager

By:   /s/ Christopher Maher
  Name: Christopher Maher
  Title: Authorized Signatory

 

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

Name of Fund Manager (if any): Fidelity Investments

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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.

 

Ballyrock CLO 2020-1 Ltd.,
as a Lender
By: Ballyrock Investment Advisors LLC, as Collateral Manager
By:   /s/ Christopher Maher
  Name: Christopher Maher
  Title: Authorized Signatory

 

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

Name of Fund Manager (if any): Fidelity Investments

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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.

 

Ballyrock CLO 2020-2 Ltd.,
as a Lender
By: Ballyrock Investment Advisors LLC, as Collateral Manager
By:   /s/ Christopher Maher
  Name: Christopher Maher
  Title: Authorized Signatory

 

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

Name of Fund Manager (if any): Fidelity Investments

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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.

 

Bandera Strategic Credit Partners I, L.P.,
as a Lender
By: GSO Capital Advisors LLC Its: Investment Manager
By:   /s/ Thomas Iannarone
  Name: Thomas Iannarone
  Title: Authorized Signatory

 

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

Name of Fund Manager (if any): GSO Capital Partners LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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.

 

Bandera Strategic Credit Partners II, LP,
as a Lender
By: Octagon Credit Investors, LLC as Investment Manager
By:   /s/ Kimberly Wong Lem
  Name: Kimberly Wong Lem
  Title: Vice President, Portfolio Administration

 

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

Name of Fund Manager (if any): Octagon Credit Investors, LLC

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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.

 

Bank of America, N.A.,
as a Lender (type name of the legal entity)
By:   /s/ Miles Hanes
  Name: Miles Hanes
  Title: AVP

 

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

Name of Fund Manager (if any):__________________

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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.

 

The Bank of New York Mellon Corporation Retirement Plans Master Trust,
as a Lender
By:   /s/ Joanne Dy
  Name: Joanne Dy
  Title: Authorized Signatory

 

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

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

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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.

 

Barclays Bank PLC,

as a Lender

By:   /s/ Jacqueline Custodio
  Name: Jacqueline Custodio
  Title: Authorized Signatory

 

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

Name of Fund Manager (if any):

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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.

 

Bardot CLO, Ltd.,

as a Lender

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

 

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

Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).

[signature page to follow]

 

UFC Holdings, LLC

Consent to Second 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.

 

Beechwood 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

 

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

Name of Fund Manager (if any): GSO Capital Partners LP

 

UFC Holdings, LLC

Consent to Second Refinancing Amendment


CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amendedp, 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 Existing Term Loans (“Existing 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 Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount.

Post-Closing Settlement Option

 

 

to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger).