EX-10.4 8 d67085dex104.htm EX-10.4 EX-10.4

Exhibit 10.4

EXECUTION VERSION

FIRST REFINANCING AMENDMENT dated as of February 9, 2017 (this “Amendment”), to the Credit Agreement (as defined below) among WME IMG Holdings, LLC (“Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC”; together with WME, the “Borrowers”), the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”).

RECITALS

A. Holdings, WME IMG, LLC (“Intermediate Holdings”), the Borrowers, the Lenders party thereto from time to time and the Administrative Agent, are party to that certain First Lien Credit Agreement dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”).

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

C. On the First Refinancing Amendment Effective Date (as defined below), the Borrowers intend 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 $2,249,865,638.89 (any such resulting Term Loans, the “Term B Loans”) and (ii) use the proceeds of the Term B Loans to repay all Term Loans outstanding immediately prior to the First Refinancing Amendment Effective Date (the “Original Term Loans”) and accrued interest thereon and to pay fees and expenses incurred in connection with the foregoing.

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


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

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

AGREEMENTS

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

ARTICLE I.

Refinancing Amendment

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

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

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

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

 

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

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

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

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

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

(ii) The Administrative Agent and the First Refinancing Amendment Arranger shall have received a favorable legal opinion of Simpson Thacher & Bartlett LLP, New York and Delaware counsel for the Loan Parties, covering such matters as the Administrative Agent may reasonably request or the First Refinancing Amendment Arranger and otherwise reasonably satisfactory to the Administrative Agent and the First Refinancing Amendment Arranger. The Borrowers hereby request each such counsel to deliver such opinion.

 

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

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

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

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

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

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

 

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

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

Available Cash” means, as of any date of determination, the aggregate amount of cash and Permitted Investments of Holdings, Intermediate Holdings, the Borrowers or any Restricted Subsidiary to the extent the use thereof for the application to payment of Indebtedness is not prohibited by law or any contract binding on Holdings, Intermediate Holdings, the Borrowers or any Restricted Subsidiary.

Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

Bail-In Legislation” means, 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 for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

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

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

EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent;

EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

 

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EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

First Refinancing Amendment” means the First Refinancing Amendment to this Agreement dated as of February 9, 2017, among Holdings, the Borrowers, the Term B Lenders party thereto and the Administrative Agent.

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

First Refinancing Amendment Arranger” means KKR Capital Markets LLC.

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

First Refinancing Amendment Reaffirmation Agreement” means the Reaffirmation Agreement dated as of February 9, 2017, among Holdings, the subsidiaries of Holdings party thereto and the Administrative Agent.

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

Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

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

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

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

(iv) The definition of “Consolidated Total Debt” set forth in Section 1.01 of the Credit Agreement is hereby amended by (A) adding immediately after “determination,” “, (a)” and (B) deleting the final parenthetical of such definition in its entirety and replacing it with the text “minus (b) Available Cash”.

 

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(v) The definition of “Defaulting Lender” set forth in Section 1.01 of the Credit Agreement is hereby amended by (i) deleting the word “or” immediate preceding clause (e)(ii) of such definition and substituting it with a comma and (ii) adding the following text immediately after such clause (e)(ii):

“or (iii) become the subject of a Bail-In Action”

(vi) The definition of “Incremental Cap” set forth in Section 1.01 of the Credit Agreement is hereby amended by (A) restating clause (I)(a) thereof in its entirety as follows:

“the greater of (i) $400,000,000 and (ii) 75% of Consolidated EBITDA for the most recently ended Test Period as of such time (in each case, less the aggregate principal amount of Second Lien Incremental Facilities and Second Lien Incremental Equivalent Debt then outstanding in reliance on the Second Lien Incremental Base Amount) plus

and (B) deleting the text “4.25:1.0” in clause (II) thereof and replacing it with “4.75:1.00”.

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

“(a) any sale, transfer or other Disposition of any property or asset of any Intermediate Parent, Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries pursuant to Section 6.05(i), Section 6.05(j), Section 6.05(k), Section 6.05(m) and Section 6.05(o) other than Dispositions resulting in aggregate Net Proceeds not exceeding $10,000,000 in the case of any single transaction or series of related transactions;”

(viii) The definitions of “Pro Forma Basis,” “Pro Forma Compliance” and “Pro Forma Effect” set forth in Section 1.01 of the Credit Agreement are hereby amended by (i) deleting the word “and” immediately preceding clause (iii) of such definition and (ii) adding the following text immediately after such clause (iii):

“, and (iv) Available Cash shall be calculated on the date of the consummation of the Specified Transaction after giving pro forma effect to such Specified Transaction (other than, for the avoidance of doubt, the cash proceeds of any Indebtedness the incurrence of which is a Specified Transaction or that is incurred to finance such Specified Transaction)”

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

(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:

 

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““Term Commitment” means, with respect to each Term Lender, its obligation to make a Term Loan to the Borrowers pursuant to the First Refinancing Amendment (including pursuant to a Conversion of Original Term Loans of such Term Lender) in an aggregate amount not to exceed the amount set forth on the First Refinancing Amendment Allocation Schedule or in the Assignment and Assumption pursuant to which such Term Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. On the First Refinancing Amendment Effective Date the initial aggregate amount of the Term Commitments is $2,249,865,638.89.”

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

(xii) Article I of the Credit Agreement is hereby amended by adding a new Section 1.07 thereto to read as follows:

“SECTION 1.07. Basket Usage as of the First Refinancing Amendment Effective Date. As of the First Refinancing Amendment Effective Date, the aggregate principal amount incurred pursuant to (i) clause (I) of the definition of Incremental Cap, (ii) Section 6.04(b), (iii) Section 6.04(n), (iv) Section 6.08(a)(ii), (v) Section 6.08(a)(vi), Section 6.08(a)(viii) and Section 6.08(b)(iv) shall in each case be set to $0.”

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

(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

 

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the event that, on or prior to the six month anniversary of the First Refinancing Amendment Effective Date, the Borrowers (i) makes any prepayment of Term Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective Yield on such Term Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Term Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1.00% of the principal amount of the Term Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1.00% of the aggregate amount of the applicable Term Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.”

(xv) The first proviso in clause (c) of Section 2.11 of the Credit Agreement is hereby amended and restated in its entirety as follows:

provided that, in the case of any event described in clause (a) of the definition of the term “Prepayment Event”, if Holdings and its Restricted Subsidiaries invest (or (other than in respect of any Net Proceeds from Dispositions of property pursuant to Section 6.05(o)) commit to invest) the Net Proceeds from such event (or a portion thereof) within 12 months (or within 90 days in connection with any Dispositions of property pursuant to Section 6.5(o)) after receipt of such Net Proceeds in the business of Holdings and the other Subsidiaries (including any acquisitions permitted under Section 6.04), then no prepayment shall be required pursuant to this paragraph in respect of such Net Proceeds in respect of such event (or the applicable portion of such Net Proceeds, if applicable) except to the extent of any such Net Proceeds therefrom that have not been so invested (or (other than in respect of any Net Proceeds from Dispositions of property pursuant to Section 6.05(o)) committed to be invested) by the end of such 12-month or 90-day period, as applicable (or if committed to be so invested within such 12-month period, have not been so invested within 18 months after receipt thereof; provided that this parenthetical shall not apply to any Dispositions of any property pursuant to Section 6.05(o)), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so invested (or committed to be invested);”

(xvi) Section 6.05 of the Credit Agreement is hereby amended by (i) deleting the word “and” from the end of clause (m) thereof, (ii) deleting the period from the end of clause (n) thereof and substituting a semicolon and adding the word “and” and (iii) adding the following clause at the end thereof:

 

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“(o) Dispositions of property to Persons other than Holdings, Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries (including (x) the sale or issuance of Equity Interests in a Restricted Subsidiary and (y) any Sale Leaseback) not otherwise permitted under this Section 6.05; provided that (i) such Disposition is made for Fair Market Value, (ii) with respect to any Disposition pursuant to this clause (o) for a purchase price in excess of $10,000,000 for any transaction or series of related transactions, Intermediate Holdings, a Borrower or a Restricted Subsidiary shall receive not less than 50.0% of such consideration in the form of cash or Permitted Investments; provided, however, that for the purposes of this clause (ii), (A) any liabilities (as shown on the most recent balance sheet of Holdings provided hereunder or in the footnotes thereto) of Intermediate Holdings, such Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the Loan Document Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which Holdings, any Intermediate Parent, Intermediate Holdings, the Borrowers and the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, shall be deemed to be cash and (B) any securities received by Holdings, any Intermediate Parent, Intermediate Holdings, such Borrower or such Restricted Subsidiary from such transferee that are converted by Intermediate Holdings, such Borrower or such Restricted Subsidiary into cash or Permitted Investments (to the extent of the cash or Permitted Investments received) within 180 days following the closing of the applicable Disposition, shall be deemed to be cash and (iii) after giving effect to such Disposition on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 6.00 to 1.0.”

(xvii) Article IX of the Credit Agreement is hereby amended by adding a new Section 9.19 thereto to read as follows:

SECTION 9.19 Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

 

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(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

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

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

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

(c) The Borrowers shall have obtained Term B Commitments in an aggregate amount equal to $2,249,865,638.89. The Borrowers shall have paid in full, or substantially concurrently with the satisfaction of the other conditions precedent set forth in this Section 1.04 shall pay in full (i) all of the Original Term Loans (giving effect to any Conversion thereof), (ii) all accrued and unpaid fees and interest with respect to the Original Term Loans (including any such Original Term Loans that will be converted to Term B Loans on the First Refinancing Amendment Effective Date) and (iii) to the extent invoiced, any amounts payable to the Persons that are Exiting Term Lenders immediately prior to the First Refinancing Amendment Effective Date pursuant to Section 2.16 of the Credit Agreement, such payments to be made with the cash proceeds of the Term B Loans to be made on the First Refinancing Amendment Effective Date and other funds available to the Borrowers.

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

 

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

The Administrative Agent shall notify the Borrowers, the Term B Lenders and the other Lenders of the First Refinancing Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the Term B Lenders hereunder to make Term B Loans will automatically terminate, if each of the conditions set forth or referred to in Sections 1.02(e) and 1.04 hereof has not been satisfied at or prior to 5:00 p.m., New York City time, on February 9, 2017.

ARTICLE II.

Miscellaneous

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

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

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

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

 

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

(b) For U.S. federal income tax purposes, the Borrowers, each Lender and the Administrative Agent shall treat the Term B Loans (including the Converted Term Loans) held by the Continuing Term B Lenders as fungible with the Term B Loans held by the Additional Term B Lenders. For purposes of FATCA, from and after the First Refinancing Amendment Effective Date, the Borrowers and the Administrative Agent shall treat (and the Lenders hereby authorize the Borrowers and the Administrative Agent to treat) the Credit Agreement and the Loans (including the Term B Loans, and any Revolving Loans already outstanding) as not qualifying as “grandfathered obligations” within the meaning of Treasury Regulations Section 1.1471-2(b)(2)(i).

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

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

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

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

 

-13-


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.

 

-14-


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.

 

WME IMG HOLDINGS, LLC
By:   /s/ Richard Miao
  NAME:   Richard Miao
  TITLE:   Authorized Signatory
WILLIAM MORRIS ENDEAVOR ENTERTAINMENT, LLC
By:   /s/ Richard Miao
  NAME:   Richard Miao
  TITLE:   Authorized Signatory
IMG WORLDWIDE HOLDINGS, LLC
By:   /s/ Richard Miao
  NAME:   Richard Miao
  TITLE:   Authorized Signatory

 

[Signature Page to the First Refinancing Amendment]


JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

By:   /s/ Nicholas Gitron-Beer
  Name:   Nicholas Gitron-Beer
  Title:   Vice President

 

[Signature Page to the First Refinancing Amendment]


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

 

JPMORGAN CHASE BANK, N.A.,

as a Revolving Lender

By:   /s/ Nicholas Gitron-Beer
  Name:   Nicholas Gitron-Beer
  Title:   Vice President

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


KKR CORPORATE LENDING LLC, as an Additional Term B Lender
By:   /s/ Cade Thompson
  Name: Cade Thompson
  Title: Authorized Signatory

 

[Signature Page to the First Refinancing Amendment]


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

3i GLOBAL FLOATING RATE INCOME LIMITED, as a Lender
By: 3i Debt Management US LLC,
as the US Investment Manager
By:     /s/ David Nadeau
  Name:   David Nadeau
  Title:   Portfolio Manager
By:    
  Name:  
  Title:  

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

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

3i US Senior Loan Fund, L.P., as a Lender
By: 3i Debt Management US, LLC as Manager
By:     /s/ David Nadeau
  Name:   David Nadeau
  Title:   Portfolio Manager
By:    
  Name:  
  Title:  

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

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

ACE American Insurance Company, as a Lender
BY: T. Rowe Price Associates, Inc. as investment advisor
By:   /s/ Brian Burns
  Name:   Brian Burns
  Title:   Vice President
By:    
  Name:  
  Title:  

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

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

AEGON Companies Pension Trust, as a Lender
BY: AEGON USA, as its Investment Advisor
By:   /s/ Rishi Goel
  Name:   Rishi Goel
  Title:   Vice President
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Aegon USA Investment Management, LLC

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

AGER Corporate Loans HY, as a Lender
By: Apollo Management International LLP,
its sub-advisor
By: AMI (Holdings), LLC,
its member
By:   /s/ Joseph Glatt
  Name:   Joseph Glatt
  Title:   Vice President
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Apollo Global Management, LLC

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

AIMCO CLO, Series 2014-A,

as a Lender

By:   /s/ Marvin Lutz III
  Name: Marvin Lutz III
  Title: Authorized Signatory
By:   /s/ Mark Pittman
  Name: Mark Pittman
  Title: Authorized Signatory

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

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

AIMCO CLO, Series 2015-A,

as a Lender

By:   /s/ Marvin Lutz III
  Name: Marvin Lutz III
  Title: Authorized Signatory
By:   /s/ Mark Pittman
  Name: Mark Pittman
  Title: Authorized Signatory

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

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

AIMCO CLO, Series 2017-A,

as a Lender

By:   /s/ Marvin Lutz III
  Name: Marvin Lutz III
  Title: Authorized Signatory
By:   /s/ Mark Pittman
  Name: Mark Pittman
  Title: Authorized Signatory

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

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Allstate Insurance Company,

as a Lender

By:   /s/ Robert G. Smith
  Name: Robert G. Smith
  Title: Authorized Signatory
By:   /s/ Mark Pittman
  Name: Mark Pittman
  Title: Authorized Signatory

Name of Fund Manager (if any):                                                                         

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

ALJ Global Bank Loan Fund 2015 A SERIES TRUST OF
MULTI MANAGER GLOBAL INVESTMENT TRUST, as a Lender
By:   /s/ Thomas Frangione
  Name:   Thomas Frangione
  Title:   Senior Vice President
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Alcentra NY, LLC

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

ALJ Global Loan Fund 2016 A SERIES TRUST OF MULTI
MANAGER GLOBAL INVESTMENT TRUST, as a Lender
By:   /s/ Thomas Frangione
  Name:   Thomas Frangione
  Title:   Senior Vice President
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Alcentra NY, LLC

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Allied World Assurance Company, Ltd., as a Lender
By: Crescent Capital Group LP, its adviser
By:   /s/ Gil Tollinchi
  Name:   Gil Tollinchi
  Title:   Managing Director
By:   /s/ Wayne Hosang
  Name:   Wayne Hosang
  Title:   Managing Director

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

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

ALM V, Ltd., as a Lender
By: Apollo Credit Management (CLO), LLC, as Collateral Manager
By:   /s/ Joe Moroney
  Name:   Joe Moroney
  Title:   Vice President
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Apollo Global Management, LLC

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

ALM VI, Ltd., as a Lender
By: Apollo Credit Management (CLO), LLC, as
Collateral Manager
By:   /s/ Joe Moroney
  Name:   Joe Moroney
  Title:   Vice President
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Apollo Global Management, LLC

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

ALM VII (R), Ltd., as a Lender
By: Apollo Credit Management (CLO), LLC,
as Collateral Manager
By:   /s/ Joe Moroney
  Name:   Joe Moroney
  Title:   Vice President
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Apollo Global Management, LLC

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

ALM VII (R)-2, Ltd., as a Lender
By: Apollo Credit Management (CLO), LLC,
as Collateral Manager
By:  

/s/ Joe Moroney

  Name:   Joe Moroney
  Title:   Vice President
By:  

 

  Name:  
  Title:  

Name of Fund Manager (if any): Apollo Global Management, LLC

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

ALM VII, Ltd., as a Lender
BY: Apollo Credit Management (CLO), LLC,
as Collateral Manager
By:  

/s/ Joe Moronoey

  Name:   Joe Moronoey
  Title:   Vice President
By:  

 

  Name:  
  Title:  

Name of Fund Manager (if any): Apollo Global Management, LLC

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

ALM VIII, Ltd., as a Lender
BY: Apollo Credit Management (CLO), LLC, as Collateral Manager
By:  

/s/ Joe Moroney

  Name:   Joe Moroney
  Title:   Vice President
By:  

 

  Name:  
  Title:  

Name of Fund Manager (if any): Apollo Global Management, LLC

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

ALM X, LTD., as a Lender
BY: Apollo Credit Management (CLO), LLC, as its collateral manager
By:  

/s/ Joe Moroney

  Name:   Joe Moroney
  Title:   Vice President
By:  

 

  Name:  
  Title:  

Name of Fund Manager (if any): Apollo Global Management, LLC

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

ALM XI, Ltd., as a Lender
By: Apollo Credit Management (CLO), LLC,
as Collateral Manager
By:  

/s/ Joe Moroney

  Name:   Joe Moroney
  Title:   Vice President
By:  

 

  Name:  
  Title:  

Name of Fund Manager (if any): Apollo Global Management, LLC

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

ALM XII, Ltd., as a Lender
By: Apollo Credit Management (CLO), LLC,
as Collateral Manager
By:  

/s/ Joe Moroney

  Name:   Joe Moroney
  Title:   Vice President
By:  

 

  Name:  
  Title:  

Name of Fund Manager (if any): Apollo Global Management, LLC

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

ALM XIV, LTD., as a Lender
BY: Apollo Credit Management (CLO), LLC, as its collateral manager
By:  

/s/ Joe Moroney

  Name:   Joe Moroney
  Title:   Vice President
By:  

 

  Name:  
  Title:  

Name of Fund Manager (if any): Apollo Global Management, LLC

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

ALM XIX, LTD., as a Lender
by Apollo Credit Management (CLO), LLC,
as its collateral manager
By:  

/s/ Joseph Moroney

  Name:   Joseph Moroney
  Title:   Vice President
By:  

 

  Name:  
  Title:  

Name of Fund Manager (if any): Apollo Global Management, LLC

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

ALM XVI, LTD., as a Lender
by Apollo Credit Management (CLO), LLC,
as its collateral manager
By:  

/s/ Joseph Moroney

  Name:   Joseph Moroney
  Title:   Vice President
By:  

 

  Name:  
  Title:  

Name of Fund Manager (if any): Apollo Global Management, LLC

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

ALM XVII, Ltd., as a Lender
by Apollo Credit Management (CLO), LLC, as its collateral manager
By:  

/s/ Joseph Moroney

  Name:   Joseph Moroney
  Title:   Vice President
By:  

 

  Name:  
  Title:  

Name of Fund Manager (if any): Apollo Global Management, LLC

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

ALM XVIII, LTD., as a Lender
by Apollo Credit Management (CLO), LLC,
as its collateral manager
By:  

/s/ Joseph Moroney

  Name:   Joseph Moroney
  Title:   Vice President
By:  

 

  Name:  
  Title:  

Name of Fund Manager (if any): Apollo Global Management, LLC

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

American Beacon Crescent Short Duration High Income Fund, as a Lender
By: Crescent Capital Group LP, its sub-adviser
By:  

/s/ Gil Tollinchi

  Name:   Gil Tollinchi
  Title:   Managing Director
By:  

/s/ Wayne Hosang

  Name:   Wayne Hosang
  Title:   Managing Director

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

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

American Century Capital Portfolios, Inc. - AC Alternatives Income Fund, as a Lender
By: Bain Capital Credit, LP as Subadvisor
By:  

/s/ Andrew Viens

  Name:   Andrew Viens
  Title:   Executive Vice President
By:  

 

  Name:  
  Title:  

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

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Ameriprise Certificate Company, as a Lender
By:  

/s/ Steven B. Staver

  Name:   Steven B. Staver
  Title:   Assistant Vice President
By:  

 

  Name:  
  Title:  

Name of Fund Manager (if any): Columbia Management

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

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

/s/ Andrew Viens

  Name:   Andrew Viens
  Title:   Executive Vice President
By:  

 

  Name:  
  Title:  

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

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Apollo Credit Funding III Ltd., as a Lender
By: Apollo ST Fund Management LLC, its investment manager
By:  

/s/ Joseph Glatt

  Name:   Joseph Glatt
  Title:   Vice President
By:  

 

  Name:  
  Title:  

Name of Fund Manager (if any): Apollo Global Management, LLC

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Apollo Credit Funding IV Ltd., as a Lender
By Apollo ST Fund Management, LLC,
as its collateral manager
By:  

/s/ Joseph Glatt

  Name:   Joseph Glatt
  Title:   Vice President
By:  

 

  Name:  
  Title:  

Name of Fund Manager (if any): Apollo Global Management, LLC

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Apollo Credit Funding V Ltd., as a Lender
By Apollo ST Fund Management LLC, as its collateral manager
By:  

/s/ Joseph Glatt

  Name:   Joseph Glatt
  Title:   Vice President
By:  

 

  Name:  
  Title:  

Name of Fund Manager (if any): Apollo Global Management, LLC

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Apollo Credit Funding VI Ltd., as a Lender
By: Apollo ST Fund Management LLC, as its collateral manager
By:  

/s/ Joseph Glatt

  Name:   Joseph Glatt
  Title:   Vice President
By:  

 

  Name:  
  Title:  

Name of Fund Manager (if any): Apollo Global Management, LLC

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Apollo Lincoln Fixed Income Fund, L.P., as a Lender
BY: Apollo Lincoln Fixed Income Management, LLC, its investment manager
By:  

/s/ Joseph Glatt

  Name:   Joseph Glatt
  Title:   Vice President
By:  

 

  Name:  
  Title:  

Name of Fund Manager (if any): Apollo Global Management, LLC

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Apollo Senior Floating Rate Fund Inc., as a Lender
BY: Account 631203
By:  

/s/ Joe Moroney

  Name:   Joe Moroney
  Title:   Vice President
By:  

 

  Name:  
  Title:  

Name of Fund Manager (if any): Apollo Global Management, LLC

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Apollo Tactical Income Fund Inc, as a Lender
BY: Account 361722
By:  

/s/ Joe Moroney

  Name:   Joe Moroney
  Title:   Vice President
By:  

 

  Name:  
  Title:  

Name of Fund Manager (if any): Apollo Global Management, LLC

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Apollo TR US Broadly Syndicated Loan LLC, as a Lender
By:   Apollo Total Return Master Fund LP, its Member
By:   Apollo Total Return Advisors LP, its General Partner
By:   Apollo Total Return Advisors GP LLC, its General Partner
By:  

/s/ Joseph Glatt

  Name:   Joseph Glatt
  Title:   Vice President
By:  

 

  Name:  
  Title:  

Name of Fund Manager (if any): Apollo Global Management, LLC

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Arch Street CLO, Ltd., as a Lender

By:   /s/ Scott D’Orsi
 

Name:

 

Scott D’Orsi

 

Title:

 

Portfolio Manager

By:  

 

 

Name:

 
 

Title:

 

Name of Fund Manager (if any): Feingold O’Keeffe Capital, LLC

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Arrowpoint CLO 2013-1, LTD., as a Lender

By:   /s/ Sanjai Bhonsle
 

Name:

 

Sanjai Bhonsle

 

Title:

 

Portfolio Manager

By:  

 

 

Name:

 
 

Title:

 

Name of Fund Manager (if any): Arrowpoint Partners

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Arrowpoint CLO 2014-2, LTD., as a Lender

By:   /s/ Sanjai Bhonsle
 

Name:

 

Sanjai Bhonsle

 

Title:

 

Portfolio Manager

By:  

 

 

Name:

 
 

Title:

 

Name of Fund Manager (if any): Arrowpoint Partners

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Arrowpoint CLO 2014-3, LTD., as a Lender

By:   /s/ Sanjai Bhonsle
 

Name:

 

Sanjai Bhonsle

 

Title:

 

Portfolio Manager

By:

 

 

 

Name:

 
 

Title:

 

Name of Fund Manager (if any): Arrowpoint Partners

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Arrowpoint CLO 2015-4, Ltd., as a Lender

By: Arrowpoint Asset Management, LLC

As Collateral Manager

By:   /s/ Sanjai Bhonsle
 

Name:

 

Sanjai Bhonsle

 

Title:

 

Portfolio Manager

By:

 

 

 

Name:

 
 

Title:

 

Name of Fund Manager (if any): Arrowpoint Partners

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Arrowpoint CLO 2015-5, Ltd., as a Lender

By: Arrowpoint Asset Management, LLC

As Collateral Manager

By:   /s/ Sanjai Bhonsle
 

Name:

 

Sanjai Bhonsle

 

Title:

 

Portfolio Manager

By:

 

 

 

Name:

 
 

Title:

 

Name of Fund Manager (if any): Arrowpoint Partners

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

ATLAS SENIOR LOAN FUND II, LTD., as a Lender

By: Crescent Capital Group LP, its adviser

By:   /s/ Gil Tollinchi
 

Name:

 

Gil Tollinchi

 

Title:

 

Managing Director

By:   /s/ Wayne Hosang
 

Name:

  Wayne Hosang
 

Title:

  Managing Director

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

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

ATLAS SENIOR LOAN FUND III, Ltd., as a Lender
By:   Crescent Capital Group LP, its adviser
By:   /s/ Gil Tollinchi
 

Name:

 

Gil Tollinchi

 

Title:

 

Managing Director

By:   /s/ Wayne Hosang
  Name:   Wayne Hosang
  Title:   Managing Director

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

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

ATLAS SENIOR LOAN FUND IV, LTD., as a Lender
By:   Crescent Capital Group LP, its adviser
By:   /s/ Gil Tollinchi
 

Name:

 

Gil Tollinchi

 

Title:

 

Managing Director

By:   /s/ Wayne Hosang
 

Name:

  Wayne Hosang
 

Title:

  Managing Director

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

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

ATLAS SENIOR LOAN FUND V, LTD., as a Lender
By:   Crescent Capital Group LP, its adviser
By:  

/s/ Gil Tollinchi

  Name:   Gil Tollinchi
  Title:   Managing Director
By:  

/s/ Wayne Hosang

  Name:   Wayne Hosang
  Title:   Managing Director

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

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

ATLAS SENIOR LOAN FUND VI, LTD., as a Lender
By:   Crescent Capital Group LP, its adviser
By:  

/s/ Gil Tollinchi

  Name:   Gil Tollinchi
  Title:   Managing Director
By:  

/s/ Wayne Hosang

  Name:   Wayne Hosang
  Title:   Managing Director

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

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

ATLAS SENIOR LOAN FUND, LTD., as a Lender
By:  

Crescent Capital Group LP, its adviser

By:  

/s/ Gil Tollinchi

  Name:   Gil Tollinchi
  Title:   Managing Director
By:  

/s/ Wayne Hosang

  Name:   Wayne Hosang
  Title:   Managing Director

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

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

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

/s/ Louis Farano

  Name: Louis Farano
  Title: Managing Director
By:  

 

  Name:
  Title:

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

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

ATRIUM VIII, as a Lender

BY: Credit Suisse Asset Management, LLC, as portfolio manager
By:  

/s/ Louis Farano

  Name: Louis Farano
  Title: Managing Director
By:  

 

  Name:
  Title:

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

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Atrium X, as a Lender

BY: Credit Suisse Asset Management, LLC, as portfolio manager
By:  

/s/ Louis Farano

  Name: Louis Farano
  Title: Managing Director
By:  

 

  Name:
  Title:

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

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

ATRIUM XI, as a Lender

BY: Credit Suisse Asset Management, LLC, as portfolio manager
By:  

/s/ Louis Farano

  Name: Louis Farano
  Title: Managing Director
By:  

 

  Name:
  Title:

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

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Atrium XII, as a Lender

By: Credit Suisse Asset Management, LLC, as portfolio manager
By:  

/s/ Louis Farano

  Name: Louis Farano
  Title: Managing Director
By:  

 

  Name:
  Title:

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

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

AUCARA HEIGHTS INC, as a Lender

By:   Crescent Capital Group LP, its sub-adviser
By:  

/s/ Gil Tollinchi

  Name:   Gil Tollinchi
  Title:   Managing Director
By:  

/s/ Wayne Hosang

  Name:   Wayne Hosang
  Title:   Managing Director

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

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

AustralianSuper, as a Lender
By:  

/s/ Glenn August

  Name: Glenn August
  Title: Authorized Signatory
By:  

 

  Name:
  Title:

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

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

AUSTRALIANSUPER, as a Lender

By: Credit Suisse Asset Management, LLC, as subadvisor to Bentham Asset Management Pty Ltd. in its capacity as agent of and investment manager for AustralianSuper Pty Ltd. in its capacity as trustee of AustralianSuper
By:  

/s/ Louis Farano

  Name: Louis Farano
  Title: Managing Director
By:  

 

  Name:
  Title:

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

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

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

/s/ Glenn August

  Name: Glenn August
  Title: Authorized Signatory
By:  

 

  Name:
  Title:

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

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

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

/s/ Andrew Viens

  Name: Andrew Viens
  Title: Executive Vice President
By:  

 

  Name:
  Title:

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

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Avery Point II CLO, Limited, as a Lender

By: Bain Capital Credit, LP, as Portfolio Manager
By:  

/s/ Andrew Viens

  Name: Andrew Viens
  Title: Executive Vice President
By:  

 

  Name:
  Title:

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

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Avery Point III CLO, Limited, as a Lender

By: Bain Capital Credit, LP, as Portfolio Manager
By:  

/s/ Andrew Viens

  Name: Andrew Viens
  Title: Executive Vice President
By:  

 

  Name:
  Title:

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

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Avery Point IV CLO, Limited, as a Lender

By: Bain Capital Credit, LP, as Portfolio Manager
By:  

/s/ Andrew Viens

  Name: Andrew Viens
  Title: Executive Vice President
By:  

 

  Name:
  Title:

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

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Avery Point V CLO, Limited, as a Lender

By: Bain Capital Credit, LP, as Portfolio Manager
By:  

/s/ Andrew Viens

  Name: Andrew Viens
  Title: Executive Vice President
By:  

 

  Name:
  Title:

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

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Avery Point VI CLO, Limited, as a Lender

By: Bain Capital Credit, LP, as Portfolio Manager
By:  

/s/ Andrew Viens

  Name: Andrew Viens
  Title: Executive Vice President
By:  

 

  Name:
  Title:

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

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Avery Point VII CLO, Limited, as a Lender

By: Bain Capital Credit, LP, as Portfolio Manager
By:  

/s/ Andrew Viens

  Name: Andrew Viens
  Title: Executive Vice President
By:  

 

  Name:
  Title:

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

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

B&M CLO 2014-1 Ltd., as a Lender

By:  

/s/ John Heitkemper

  Name: John Heitkemper
  Title: Portfolio Manager
By:  

 

  Name:
  Title:

Name of Fund Manager (if any): Bradford & Marzec, LLC

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

BAE SYSTEMS 2000 PENSION PLAN TRUSTEES
LIMITED, as a Lender
BY: Oak Hill Advisors, L.P., as Manager
By:  

/s/ Glenn August

  Name: Glenn August
  Title: Authorized Signatory
By:  

 

  Name:
  Title:

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

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

BAE SYSTEMS PENSION FUNDS CIF TRUSTEES LIMITED, as a Lender
BY: Oak Hill Advisors, L.P., as Manager
By:  

/s/ Glenn August

  Name: Glenn August
  Title: Authorized Signatory
By:  

 

  Name:
  Title:

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

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

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

/s/ Andrew Viens

  Name: Andrew Viens
  Title: Executive Vice President
By:  

 

  Name:
  Title:

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

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

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

/s/ Andrew Viens

  Name: Andrew Viens
  Title: Executive Vice President
By:  

 

  Name:
  Title:

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

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

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

/s/ Andrew Viens

  Name: Andrew Viens
  Title: Executive Vice President
By:  

 

  Name:
  Title:

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

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

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

/s/ Andrew Viens

  Name: Andrew Viens
  Title: Executive Vice President
By:  

 

  Name:
  Title:

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

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

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

/s/ Andrew Viens

  Name: Andrew Viens
  Title: Executive Vice President
By:  

 

  Name:
  Title:

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

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

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

/s/ Andrew Viens

  Name: Andrew Viens
  Title: Executive Vice President
By:  

 

  Name:
  Title:

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

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

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

/s/ Andrew Viens

  Name: Andrew Viens
  Title: Executive Vice President
By:  

 

  Name:
  Title:

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

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Bain Capital Senior Loan Fund Public Limited Company, as a Lender

By: Bain Capital Credit, LP, as Investment Manager

By:  

/s/ Andrew Viens

  Name: Andrew Viens
  Title: Executive Vice President
By:  

 

  Name:
  Title:

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

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Barclays Bank PLC, as a Lender
By:  

/s/ Nicole Webb

  Name: Nicole Webb
  Title: Authorized Signatory

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

BROWN BROTHERS HARRIMAN TRUST COMPANY

(CAYMAN) LIMITED acting solely in its capacity as Trustee of BARINGS LOAN FUND, a series trust of the Multi Manager Global Investment Trust, as a Lender

By: Barings LLC as Investment Manager and Attorney-in-fact
By:  

/s/ Kerl Hermann

  Name: Kerl Hermann
  Title: Director

The foregoing is executed on behalf of the Barings Loan Fund, organized under a Supplemental Declaration of Trust dated as of October 19, 2016, as amended from time to time. The obligations of such Trust are not personally binding upon, nor shall resort be had to the property of the Trustee. The total liability of the Trustee shall be limited to the amount of the trust property.

 

BROWN BROTHERS HARRIMAN TRUST

COMPANY (CAYMAN) LIMITED acting solely in its

capacity as Trustee of BARINGS LOAN FUND

SERIES 3 a Series Trust of Multi Manager Global Investment Trust, as a Lender

By: Barings LLC as Investment Manager and Attorney-in-fact
By:  

/s/ Kerl Hermann

  Name: Kerl Hermann
  Title: Director

The foregoing is executed on behalf of the Barings Loan Fund Series 3, organized under a Supplemental Declaration of Trust dated as of October 19, 2016, as amended from time to time. The obligations of such Trust are not personally binding upon, nor shall resort be had to the property of the Trustee. The total liability of the Trustee shall be limited to the amount of the trust property.

 

BARINGS CLO LTD. 2016-III, as a Lender
By Barings LLC as Collateral Manager
By:  

/s/ Kerl Hermann

  Name: Kerl Hermann
  Title: Director

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

BATTALION CLO III LTD., as a Lender
BY: BRIGADE CAPITAL MANAGEMENT LP As
Collateral Manager
By:  

/s/ James Keogh

  Name:   James Keogh
  Title:   Operations Manager
By:  

 

  Name:  
  Title:  

Name of Fund Manager (if any): Brigade Capital Management, LP

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Battalion CLO IV Ltd., as a Lender
BY: BRIGADE CAPITAL MANAGEMENT LP As
Collateral Manager
By:  

/s/ James Keogh

  Name:   James Keogh
  Title:   Operations Manager
By:  

 

  Name:  
  Title:  

Name of Fund Manager (if any): Brigade Capital Management, LP

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Battalion CLO IX Ltd., as a Lender

By: Brigade Capital Management, LP as Collateral

Manager

By:  

/s/ James Keogh

  Name:   James Keogh
  Title:   Operations Manager
By:  

 

  Name:  
  Title:  

Name of Fund Manager (if any): Brigade Capital Management, LP

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Battalion CLO V Ltd., as a Lender
By: BRIGADE CAPITAL MANAGEMENT, LP as
Collateral Manager
By:  

/s/ James Keogh

  Name:   James Keogh
  Title:   Operations Manager
By:  

 

  Name:  
  Title:  

Name of Fund Manager (if any): Brigade Capital Management, LP

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Battalion CLO VI Ltd., as a Lender

By: Brigade Capital Management, LP as Collateral

Manager

By:  

/s/ James Keogh

  Name:   James Keogh
  Title:   Operations Manager
By:  

 

  Name:  
  Title:  

Name of Fund Manager (if any): Brigade Capital Management, LP

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Battalion CLO VII Ltd., as a Lender
By: Brigade Capital Management, LP as Collateral
Manager
By:  

/s/ James Keogh

  Name:   James Keogh
  Title:   Operations Manager
By:  

 

  Name:  
  Title:  

Name of Fund Manager (if any): Brigade Capital Management, LP

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Battalion CLO VIII Ltd., as a Lender
By: BRIGADE CAPITAL MANAGEMENT, LP
as Collateral Manager
By:  

/s/ James Keogh

  Name:   James Keogh
  Title:   Operations Manager
By:  

 

  Name:  
  Title:  

Name of Fund Manager (if any): Brigade Capital Management, LP

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Battalion CLO X Ltd., as a Lender
By: BRIGADE CAPITAL MANAGEMENT, LP
as Collateral Manager
By:  

/s/ James Keogh

  Name:   James Keogh
  Title:   Operations Manager
By:  

 

  Name:  
  Title:  

Name of Fund Manager (if any): Brigade Capital Management, LP

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Benefit Street Partners CLO I, Ltd., as a Lender
By:  

/s/ Todd Marsh

  Name:   Todd Marsh
  Title:   Authorized Signer
By:  

 

  Name:  
  Title:  

Name of Fund Manager (if any): Providence Equity Partners L.L.C.

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Benefit Street Partners CLO II, Ltd., as a Lender
By:  

/s/ Todd Marsh

  Name:   Todd Marsh
  Title:   Authorized Signer
By:  

 

  Name:  
  Title:  

Name of Fund Manager (if any): Providence Equity Partners L.L.C.

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Benefit Street Partners CLO III, Ltd., as a Lender
By:  

/s/ Todd Marsh

  Name:   Todd Marsh
  Title:   Authorized Signer
By:  

 

  Name:  
  Title:  

Name of Fund Manager (if any): Providence Equity Partners L.L.C.

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Benefit Street Partners CLO IV, Ltd., as a Lender
By:  

/s/ Todd Marsh

  Name:   Todd Marsh
  Title:   Authorized Signer
By:  

 

  Name:  
  Title:  

Name of Fund Manager (if any): Providence Equity Partners L.L.C.

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Benefit Street Partners CLO IX, Ltd., as a Lender
By:  

/s/ Todd Marsh

  Name:   Todd Marsh
  Title:   Authorized Signer
By:  

 

  Name:  
  Title:  

Name of Fund Manager (if any): Providence Equity Partners L.L.C.

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Benefit Street Partners CLO V, Ltd., as a Lender
By:  

/s/ Todd Marsh

  Name:   Todd Marsh
  Title:   Authorized Signer
By:  

 

  Name:  
  Title:  

Name of Fund Manager (if any): Providence Equity Partners L.L.C.

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Benefit Street Partners CLO VI, Ltd., as a Lender
By:  

/s/ Todd Marsh

  Name:   Todd Marsh
  Title:   Authorized Signer
By:  

 

  Name:  
  Title:  

Name of Fund Manager (if any): Providence Equity Partners L.L.C.

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Benefit Street Partners CLO VII, Ltd., as a Lender
By:  

/s/ Todd Marsh

  Name:   Todd Marsh
  Title:   Authorized Signer
By:  

 

  Name:  
  Title:  

Name of Fund Manager (if any): Providence Equity Partners L.L.C.

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Benefit Street Partners CLO X, Ltd., as a Lender
By:  

/s/ Todd Marsh

  Name:   Todd Marsh
  Title:   Authorized Signer
By:  

 

  Name:  
  Title:  

Name of Fund Manager (if any): Providence Equity Partners L.L.C.

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

BENTHAM WHOLESALE SYNDICATED LOAN FUND,
as a Lender
By: Credit Suisse Asset Management, LLC, as agent
(sub-advisor) for Challenger Investment Services Limited, the Responsible Entity for Bentham Wholesale Syndicated Loan Fund
By:   /s/ Louis Farano
  Name:   Louis Farano
  Title:   Managing Director
By:  

 

  Name:  
  Title:  

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

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Bighorn River Trading, LLC, as a Lender
By:   SunTrust Bank, as manager
By:   /s/ Karen Weich
  Name:   Karen Weich
  Title:   Vice President
By:  

 

  Name:  
  Title:  

Name of Fund Manager (if any): SunTrust Bank (TRS)

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Blue Cross of California, as a Lender
By: Bain Capital Credit, LP, as Investment Manager
By:   /s/ Andrew Viens
  Name:   Andrew Viens
  Title:   Executive Vice President
By:  

 

  Name:  
  Title:  

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

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Blue Cross of Idaho Health Service, Inc., as a Lender
By: Seix Investment Advisors LLC, as Investment
Manager
By:   /s/ George Goudelias
  Name:   George Goudelias
  Title:   Managing Director
By:  

 

  Name:  
  Title:  

Name of Fund Manager (if any): Seix Investment Advisors LLC

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

BlueMountain CLO 2012-1 Ltd, as a Lender
BY: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC,
Its Collateral Manager
By:   /s/ Ellen Brooks
  Name:   Ellen Brooks
  Title:   Operations Analyst
By:  

 

  Name:  
  Title:  

Name of Fund Manager (if any): Blue Mountain Capital

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

BlueMountain CLO 2012-2 Ltd, as a Lender
BY: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC,
Its Collateral Manager
By:   /s/ Ellen Brooks
  Name:   Ellen Brooks
  Title:   Operations Analyst
By:  

 

  Name:  
  Title:  

Name of Fund Manager (if any): Blue Mountain Capital

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Bluemountain CLO 2013-1 LTD., as a Lender
BY: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC.
ITS COLLATERAL MANAGER
By:   /s/ Ellen Brooks
  Name:   Ellen Brooks
  Title:   Operations Analyst
By:  

 

  Name:  
  Title:  

Name of Fund Manager (if any): Blue Mountain Capital

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Bluemountain CLO 2013-2 LTD., as a Lender
BY: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC.
ITS COLLATERAL MANAGER
By:   /s/ Ellen Brooks
  Name:   Ellen Brooks
  Title:   Operations Analyst
By:  

 

  Name:  
  Title:  

Name of Fund Manager (if any): Blue Mountain Capital

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Bluemountain CLO 2013-3 Ltd., as a Lender
BY: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC.
ITS COLLATERAL MANAGER
By:   /s/ Ellen Brooks
  Name:   Ellen Brooks
  Title:   Operations Analyst
By:  

 

  Name:  
  Title:  

Name of Fund Manager (if any): Blue Mountain Capital

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Bluemountain CLO 2013-4 Ltd., as a Lender
BY: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC.
ITS COLLATERAL MANAGER
By:   /s/ Ellen Brooks
  Name:   Ellen Brooks
  Title:   Operations Analyst
By:  

 

  Name:  
  Title:  

Name of Fund Manager (if any): Blue Mountain Capital

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

BlueMountain CLO 2014-1 Ltd, as a Lender
By:   /s/ Ellen Brooks
  Name:   Ellen Brooks
  Title:   Operations Analyst
By:  

 

  Name:  
  Title:  

Name of Fund Manager (if any): Blue Mountain Capital

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

BlueMountain CLO 2014-2 Ltd, as a Lender
By:   /s/ Ellen Brooks
  Name:   Ellen Brooks
  Title:   Operations Analyst
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Blue Mountain Capital

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

BlueMountain CLO 2014-3 Ltd., as a Lender
By: BlueMountain Capital Management, LLC
By:   /s/ Ellen Brooks
  Name:   Ellen Brooks
  Title:   Operations Analyst
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Blue Mountain Capital

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

BlueMountain CLO 2014-4 Ltd, as a Lender
BY: BlueMountain Capital Management
By:   /s/ Ellen Brooks
  Name:   Ellen Brooks
  Title:   Operations Analyst
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Blue Mountain Capital

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

BlueMountain CLO 2015-1 Ltd, as a Lender
BlueMountain Capital Management, its Collateral Manager
By:   /s/ Ellen Brooks
  Name:   Ellen Brooks
  Title:   Operations Analyst
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Blue Mountain Capital

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

BlueMountain CLO 2015-2, Ltd., as a Lender
By: BlueMountain Capital Management, LLC
By:   /s/ Ellen Brooks
  Name:   Ellen Brooks
  Title:   Operations Analyst
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Blue Mountain Capital

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

BlueMountain CLO 2015-3 Ltd, as a Lender
By:   /s/ Ellen Brooks
  Name:   Ellen Brooks
  Title:   Operations Analyst
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Blue Mountain Capital

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

BlueMountain CLO 2015-4, Ltd., as a Lender
By: BlueMountain Capital Management, LLC
By:   /s/ Ellen Brooks
  Name:   Ellen Brooks
  Title:   Operations Analyst
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Blue Mountain Capital

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

BlueMountain CLO 2016-1, Ltd., as a Lender
BlueMountain Capital Management, LLC
By:   /s/ Ellen Brooks
  Name:   Ellen Brooks
  Title:   Operations Analyst
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Blue Mountain Capital

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

BlueMountain CLO 2016-2, Ltd., as a Lender
BlueMountain Capital Management, LLC
By:   /s/ Ellen Brooks
  Name:   Ellen Brooks
  Title:   Operations Analyst
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Blue Mountain Capital

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

BlueMountain CLO 2016-3 Ltd, as a Lender
By:   /s/ Ellen Brooks
  Name:   Ellen Brooks
  Title:   Operations Analyst
By:    
  Name:  
  Title:  

Name of Fund Manager (if any): Blue Mountain Capital

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

BNP Paribas Flexi III Global Senior Corporate Loans Fund

                        on behalf of

                        Javier Perez Diaz         as a Lender

    By:   /s/ Javier Perez Diaz
  Name: Javier Perez Diaz
  Title: Portfolio Manager
    If a second signature is necessary:
    By:   /s/ Dennis Tian
  Name: Dennis Tian
  Title: Portfolio Manager

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

BNP Paribas Global Senior Corporate Loans

as a Lender

By:   /s/ Dennis Tian
  Name: Dennis Tian
  Title: Portfolio Manager
                      on behalf of
                      Javier Perez Diaz
  /s/ Dennis Tian
  Javier Perez Diaz
  Portfolio Manager

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

BNPP IP CLO 2014 - 1 Ltd.,,

as a Lender

By:  

/s/ Vanessa Ritter

  Name: Vanessa Ritter
  Title: Portfolio Manager

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

BNPP IP CLO 2014 - II Ltd.,,

as a Lender

By:  

/s/ Vanessa Ritter

  Name: Vanessa Ritter
  Title: Portfolio Manager

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Bridgeport CLO II Ltd., as a Lender
By: Deerfield Capital Management LLC, its Collateral Manager
By:  

/s/ Tracey Ewing

  Name:   Tracey Ewing
  Title:   Authorized Signatory
By:  

 

  Name:  
  Title:  

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

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

BSG Fund Management B.V. on behalf of the Stichting Blue Sky Active Fixed Income US Leveraged Loan Fund, as a Lender
By THL Credit Senior Loan
Strategies LLC, as Manager
By:  

/s/ James R. Fellows

  Name:   James R. Fellows
  Title:   Managing Director/Co-Head

By:

 

                              

 

Name:

 
 

Title:

 

Name of Fund Manager (if any): THL Credit Senior Loan Strategies LLC

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

CALIFORNIA STATE TEACHERS’ RETIREMENT
SYSTEM, as a Lender
By: Credit Suisse Asset Management, LLC, as investment manager
By:  

/s/ Louis Farano

  Name:   Louis Farano
  Title:   Managing Director
By:  

 

  Name:  
  Title:  

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

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Canoe Floating Rate Income Fund, as a Lender
BY: AEGON USA, as its Investment Advisor
By:  

/s/ John Bailey

  Name:   John Bailey
  Title:   Vice President
By:  

 

  Name:  
  Title:  

Name of Fund Manager (if any): Aegon USA Investment Management, LLC

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Carlyle Global Market Strategies CLO 2012-2, Ltd., as a Lender
By:  

/s/ Linda Pace

  Name: Linda Pace
  Title: Managing Director
By:  

 

  Name:
  Title:

Name of Fund Manager (if any): Carlyle

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Carlyle Global Market Strategies CLO 2012-3, Ltd., as a Lender
By:  

/s/ Linda Pace

  Name: Linda Pace
  Title: Managing Director
By:  

 

  Name:
  Title:

Name of Fund Manager (if any): Carlyle

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Carlyle Global Market Strategies CLO 2012-4, Ltd., as a Lender
By:  

/s/ Linda Pace

  Name: Linda Pace
  Title: Managing Director
By:  

 

  Name:
  Title:

Name of Fund Manager (if any): Carlyle

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Carlyle Global Market Strategies CLO 2013-1, Ltd., as a Lender
By:  

/s/ Linda Pace

  Name: Linda Pace
  Title: Managing Director
By:  

 

  Name:
  Title:

Name of Fund Manager (if any): Carlyle

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Carlyle Global Market Strategies CLO 2013-2, Ltd., as a Lender
By:  

/s/ Linda Pace

  Name: Linda Pace
  Title: Managing Director
By:  

 

  Name:
  Title:

Name of Fund Manager (if any): Carlyle

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Carlyle Global Market Strategies CLO 2013-3, Ltd., as a Lender
By:  

/s/ Linda Pace

  Name: Linda Pace
  Title: Managing Director
By:  

 

  Name:
  Title:

Name of Fund Manager (if any): Carlyle

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremental Term Facility Amendment, dated as of November 10, 2016, the “Credit Agreement”), among Holdings, the Borrowers, the Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).

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

Cashless Settlement Option

 

 

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

Post-Closing Settlement Option

 

 

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

[signature page to follow]

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


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

 

Carlyle Global Market Strategies CLO 2013-4, Ltd., as a Lender
By:  

/s/ Linda Pace

  Name: Linda Pace
  Title: Managing Director
By:  

 

  Name:
  Title:

Name of Fund Manager (if any): Carlyle

 

William Morris Endeavor Entertainment, LLC

Consent to First Refinancing Amendment


CONSENT TO FIRST REFINANCING AMENDMENT

CONSENT (this “Consent”) to the First Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of May 6, 2014 (as amended by the First Incremental Term Facility Amendment, dated as of June 10, 2016 and as further amended by the Second Incremen