EX-10.6 10 d67085dex106.htm EX-10.6 EX-10.6

Exhibit 10.6

EXECUTION VERSION

AMENDMENT NO. 5, dated as of May 18, 2018 (this “Amendment”), to the Credit Agreement dated as of May 6, 2014 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”) among WME IMG HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), WME IMG, LLC, a Delaware limited liability company (“Intermediate Holdings”), WILLIAM MORRIS ENDEAVOR ENTERTAINMENT, LLC, a Delaware limited liability company (“William Morris”), IMG WORLDWIDE HOLDINGS, LLC, a Delaware limited liability company (“IMG Worldwide” and, together with William Morris, the “Borrowers”), each lender from time to time party thereto (collectively, the “Lenders” and each, individually, a “Lender”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent, Swingline Lender and Issuing Bank.

WHEREAS, 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;

WHEREAS, the Borrowers desire, pursuant to Section 2.21 of the Credit Agreement, to create a new Class of Term B-1 Loans (as defined in the Amended Credit Agreement (as defined below)) under the Credit Agreement in the same aggregate principal amount as the Term Loans outstanding prior to the Amendment No. 5 Effective Date and having the terms, rights and obligations under the Loan Documents as set forth in the Credit Agreement and Loan Documents, each as amended by this Amendment;

WHEREAS, each Term Lender that executes and delivers a consent substantially in the form of Exhibit A hereto (a “Consent”) to exchange all (or such lesser amount allocated to it by the Administrative Agent) of its Term Loans outstanding for Term B-1 Loans upon effectiveness of this Amendment as set forth on Schedule 1 under the heading “Term B-1 Cashless Roll”, and to thereafter become a Term B-1 Lender, shall be deemed have consented to this Amendment;

WHEREAS, each Person that executes and delivers a counterpart to this Amendment as an Additional Term B-1 Lender (each, an “Additional Term B-1 Lender”, and collectively, the “Additional Term B-1 Lenders”) will make Term B-1 Loans in the amount set forth opposite such Additional Term B-1 Lender’s name on Schedule 1 hereto to the Borrowers, the proceeds of which will be used by the Borrowers to repay in full the outstanding principal amount of Non-Exchanged Original Term Loans (as defined in the Amended Credit Agreement);

WHEREAS, the Borrowers desire, pursuant to Section 2.20 of the Credit Agreement and clause (II) of the definition of Incremental Cap, to increase the aggregate amount of the Term B-1 Loans under the Credit Agreement;


WHEREAS, each Person identified on Schedule 1 hereto as having an Incremental Term B-1 Commitment (as defined in the Amended Credit Agreement) (each, an “Incremental Term B-1 Lender”, and collectively, the “Incremental Term B-1 Lenders”) has agreed (on a several and not a joint basis), subject to the terms and conditions set forth herein and in the Credit Agreement, to provide additional Term B-1 Loans in the amount set forth opposite such Incremental Term B-1 Lender’s name on Schedule 1 hereto, and the aggregate principal amount of Incremental Term Loans provided pursuant to this Amendment shall be $300,000,000, such that the aggregate principal amount of Term B-1 Loans under the Amended Credit Agreement will be $2,775,000,000;

WHEREAS, 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 Revolving Loans and Revolving Commitments outstanding under the Credit Agreement in the form of Other Revolving Loans and Other Revolving Commitments pursuant to a Refinancing Amendment;

WHEREAS, the Borrowers desire, pursuant to Section 2.21 of the Credit Agreement, to create a new Class of 2018 Revolving Credit Commitments (as defined in the Amended Credit Agreement) under the Credit Agreement in the same aggregate principal amount as Original Revolving Credit Commitments (as defined in the Amended Credit Agreement), which shall replace the Original Revolving Credit Commitments, and having the terms, rights and obligations as set forth in the Credit Agreement and Loan Documents, each as amended by this Amendment;

WHEREAS, each Person that executes and delivers a counterpart to this Amendment as a 2018 Revolving Lender (each, a “2018 Revolving Lender”) shall have a 2018 Revolving Credit Commitment in the amount set forth opposite such 2018 Revolving Lender’s name on Schedule 1 hereto and agrees, severally and not jointly, to make Revolving Loans to the Borrowers in an amount in Dollars up to the amount of such 2018 Revolving Lender’s 2018 Revolving Credit Commitment;

WHEREAS, after the establishment of the 2018 Revolving Credit Commitments, the Borrowers desire, pursuant to Section 2.20 of the Credit Agreement and clause (II) of the definition of Incremental Cap, to increase the aggregate amount of the 2018 Revolving Credit Commitments under the Credit Agreement;

WHEREAS, each Person identified on Schedule 1 hereto with an Incremental Revolving Commitment Increase (each, a “2018 Revolving Increase Lender”, and collectively, the “2018 Revolving Increase Lenders”) has agreed (on a several and not a joint basis), subject to the terms and conditions set forth herein and in the Credit Agreement, to provide an Incremental Revolving Commitment Increase in the amount set forth opposite such 2018 Revolving Increase Lender’s name on Schedule 1 hereto, and the total amount of Incremental Revolving Commitment Increases provided pursuant to this Amendment shall be $100,000,000, such that the aggregate amount of Revolving Commitments under the Amended Credit Agreement will be $200,000,000; and

 

2


WHEREAS, JPMorgan Chase Bank, N.A. (“JPMorgan”), KKR Capital Markets LLC (together with certain of its affiliates, “KCM”), Barclays Bank PLC (“Barclays”), RBC Capital Markets1 (“RBCCM”), Deutsche Bank Securities Inc. (“DBSI”), Credit Suisse Loan Funding LLC (“CSLF”), UBS Securities LLC (“UBS”), Goldman Sachs Bank USA (“GS”) and HSBC Securities (USA) Inc. (“HSBC”), will act as joint lead arrangers (the “Lead Arrangers”) and joint bookrunners, in each case, for the Amended Credit Agreement (as defined below).

NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1. Defined Terms.

Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Amended Credit Agreement.

Section 2. Amendments.

(a) Effective as of the Amendment No. 5 Effective Date (as defined below), the Credit Agreement is hereby amended and restated in its entirety in the form attached as Annex A hereto (the “Amended Credit Agreement”).

(b) Schedules 3.05, 3.12, 6.01, 6.02, 6.04(f), 6.07 and 6.09 and of the Credit Agreement are hereby amended and restated in their entirety in the form of Schedules 3.05, 3.12, 6.01, 6.02, 6.04(f), 6.07 and 6.09 hereto.

(c) Exhibits in the form of Exhibit Q, Exhibit R and Exhibit S hereto are hereby added to the Amended Credit Agreement as Exhibit Q, Exhibit R and Exhibit S.

Section 3. Refinancing Term Loans.

(a) Pursuant to Section 2.21 of the Credit Agreement, on the Amendment No. 5 Effective Date, each of the Term B-1 Lenders and the Additional Term B-1 Lenders will make Term B-1 Loans (including Additional Term B-1 Loans) to the Borrowers as described in Section 2.01 of the Amended Credit Agreement, with the Term B-1 Loans having the terms set forth in the Amended Credit Agreement. The Borrowers shall prepay in full the then outstanding principal amount of the Term Loans and all indebtedness under the Second Lien Credit Agreement, in each case together with all accrued and unpaid interest thereon, with the gross cash proceeds of the Term B-1 Loans (including the Additional Term B-1 Loans).

(b) Each Additional Term B-1 Lender (i) confirms that it has received a copy of the Amended Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Joint Lead Arrangers, any other Additional Term B-1 Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its

 

1

RBC Capital Markets is a brand name for the capital markets activities of Royal Bank of Canada and its affiliates.

 

3


own credit decisions in taking or not taking action under the Amended Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender.

(c) Upon (i) the execution of a counterpart of this Amendment by each Additional Term B-1 Lender, the Administrative Agent and the Borrowers and (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, each of the Additional Term B-1 Lenders party to this Amendment shall become Lenders under the Amended Credit Agreement and shall have the respective Additional Term B-1 Commitment set forth on Schedule I hereto, effective as of the Amendment No. 5 Effective Date.

(d) The Borrowing of the Term B-1 Loans will be a Eurocurrency Borrowing with an initial Interest Period beginning on the Amendment No. 5 Effective Date and ending on May 31, 2018. The LIBO Rate for such Eurocurrency Borrowing (and for purposes of the Borrowing Request delivered in connection therewith as required by Section 8(b)(v) below) shall be deemed hereby to be equivalent to the LIBO Rate for the Eurocurrency Borrowing pursuant to the Borrowing Request dated April 25, 2018.

(e) This Amendment No. 5 constitutes a Refinancing Amendment in respect of the Term Loans.

Section 4. Replacement Revolving Commitments.

(a) Pursuant to Section 2.21 of the Credit Agreement, each of the 2018 Revolving Lenders shall have a 2018 Revolving Credit Commitment in the amount set forth opposite such 2018 Revolving Lender’s name on Schedule 1 hereto and agrees, severally and not jointly, to make Revolving Loans to the Borrowers as described in Section 2.01 of the Amended Credit Agreement, with such 2018 Revolving Credit Commitments having the terms set forth in the Amended Credit Agreement. On the Amendment No. 5 Effective Date, the 2018 Revolving Credit Commitments will replace the Original Revolving Commitments. The Borrowers shall prepay in full the outstanding principal amount of any Revolving Loans outstanding immediately prior to the Amendment No. 5 Effective Date, together with all accrued and unpaid interest thereon and all accrued and unpaid fees in respect of the Revolving Commitments and Letters of Credit outstanding immediately prior to the Amendment No. 5 Effective Date. Any Letters of Credit outstanding immediately prior to the Amendment No. 5 Effective Date shall be deemed to be issued under the 2018 Revolving Credit Commitments.

(b) Each 2018 Revolving Lender (i) confirms that it has received a copy of the Amended Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that

 

4


it will, independently and without reliance upon the Administrative Agent, the Joint Lead Arrangers, any other 2018 Revolving Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender.

(c) Upon (i) the execution of a counterpart of this Amendment by each 2018 Revolving Lender, the Administrative Agent and the Borrowers and (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, each of the 2018 Revolving Lenders party to this Amendment shall become a Lender under the Amended Credit Agreement and shall have the respective 2018 Revolving Credit Commitment set forth on Schedule I hereto, effective as of the Amendment No. 5 Effective Date.

(d) This Amendment No. 5 constitutes a Refinancing Amendment in respect of the Original Revolving Commitments.

Section 5. Incremental Term Facility.

(a) Pursuant to Section 2.20 of the Credit Agreement, on the Amendment No. 5 Effective Date, immediately after the incurrence of the Term B-1 Loans, each of the Incremental Term B-1 Lenders will make Incremental Term B-1 Loans to the Borrowers as described in Section 2.01 of the Amended Credit Agreement. The Incremental Term B-1 Loans shall be part of the same Class as, and increase the amount of, the Term B-1 Loans.

(b) Each Incremental Term B-1 Lender (i) confirms that it has received a copy of the Amended Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Joint Lead Arrangers, any other Incremental Term B-1 Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender.

 

5


(c) Upon (i) the execution of a counterpart of this Amendment by each Incremental Term B-1 Lender, the Administrative Agent and the Borrowers and (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, each of the Incremental Term B-1 Lenders party to this Amendment shall become a Lender under the Amended Credit Agreement and shall have the respective Incremental Term B-1 Commitment set forth on Schedule I hereto, effective as of the Amendment No. 5 Effective Date.

(d) This Amendment shall constitute an Incremental Amendment with respect to the Incremental Term B-1 Loans for all purposes under the Credit Agreement.

Section 6. Incremental Revolving Commitment Increase.

(a) The Borrowers and each 2018 Revolving Increase Lender hereby agree that, on the Amendment No. 5 Effective Date immediately after the establishment of the 2018 Revolving Credit Commitments, the Incremental Revolving Commitment Increase of such 2018 Revolving Increase Lender shall become effective and the 2018 Revolving Credit Commitments shall be deemed increased by the aggregate amount of the Incremental Revolving Commitment Increases of such 2018 Revolving Increase Lenders in the amounts set forth on Schedule 1 hereto. Pursuant to Section 2.20 of the Credit Agreement, the Incremental Revolving Commitment Increases shall be 2018 Revolving Credit Commitments for all purposes under the Credit Agreement and each of the other Loan Documents and shall be of the same Class as, and shall have terms identical to, the 2018 Revolving Credit Commitments.

(b) Each 2018 Revolving Increase Lender acknowledges and agrees that upon the effectiveness of this Amendment on the Amendment No. 5 Effective Date, such 2018 Revolving Increase Lender shall be a Lender under, and for all purposes of, the Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder.

(c) This Amendment shall constitute an Incremental Amendment with respect to the Incremental Revolving Commitment Increase for all purposes under the Credit Agreement.

Section 7. Representations and Warranties.

(a) To induce the other parties hereto to enter into this Amendment, the Borrowers represent and warrant to each of the Lenders, including the Term B-1 Lenders, the 2018 Revolving Lenders, the Incremental Term B-1 Lenders and the 2018 Revolving Increase Lenders, and the Administrative Agent that, as of the Amendment No. 5 Effective Date and after giving effect to the transactions and amendments to occur on the Amendment No. 5 Effective Date, this Amendment has been duly authorized, executed and delivered by each of Holdings and the Borrowers and constitutes, and the Amended Credit Agreement 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.

 

6


(b) The representations and warranties of each Loan Party set forth in the Loan Documents are, after giving effect to this Amendment on the Amendment No. 5 Effective Date, true and correct in all material respects on and as of such date, except to the extent such representations and warranties specifically refer 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 Amendment No. 5 Effective Date, no Default has occurred and is continuing on the Amendment No. 5 Effective Date.

(d) On the Amendment No. 5 Effective Date, immediately after the consummation of the transactions contemplated under this Amendment to occur on the Amendment No. 5 Effective Date, Holdings and its Subsidiaries are, on a consolidated basis after giving effect to such transactions, Solvent.

Section 8. Conditions to Effectiveness of Amendment No. 5.

This Amendment shall become effective on the date on which each of the following conditions is satisfied (the “Amendment No. 5 Effective Date”):

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

(b) The obligation of the Lenders party hereto to make the Additional Term B-1 Loans, Incremental Term B-1 Loans, 2018 Revolving Loans and 2018 Revolving Increase Loans (collectively, the “Amendment No. 5 Loans”) on the Amendment No. 5 Effective Date is subject to the satisfaction of the following conditions:

(i) Immediately before and after giving effect to the borrowing of the Amendment No. 5 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 Amendment No. 5 Effective Date.

(ii) The Administrative Agent and the Lenders party hereto shall have received a certificate of a Responsible Officer of each of the Borrowers dated the Amendment No. 5 Effective Date, certifying compliance with clause (i) above.

(iii) The Administrative Agent and the Lead Arrangers shall have received a written opinion (addressed to the Administrative Agent and the Lenders party hereto and dated the Amendment No. 5 Effective Date) of Simpson Thacher & Bartlett LLP, New York counsel for the Loan Parties.

 

7


(iv) The Administrative Agent and the Lead Arrangers shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or, in lieu of a copy of any such Organizational Document, a representation that such Organizational Document has not been amended since the Original Effective Date or, if later, since the date on which such Loan Party became a Loan Party), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or, in lieu of a copy of any such signature and incumbency certificate, a representation that such Responsible Officers are the same as those whose signature and incumbency certificates were delivered to the Administrative Agent on the Original Effective Date or, if later, on the date on which such Loan Party became a Loan Party), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the Amendment No. 5 Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.

(v) The Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable to the Administrative Agent requesting that the Lenders make the Amendment No. 5 Loans to the Borrowers on the Amendment No. 5 Effective Date.

(vi) Each Loan Party shall have entered into the Amendment No. 5 Reaffirmation Agreement.

(vii) The Administrative Agent and the Lead Arranger shall have received all documentation at least three Business Days prior to the Amendment No. 5 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 Amendment No. 5 Effective Date and that the Administrative Agents or the Lead Arrangers 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. Any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Borrower.

(viii) The Administrative Agent shall have received a certificate from the chief financial officer of Holdings certifying that Holdings and its Subsidiaries on a consolidated basis after giving effect to the Transactions are Solvent.

(c) The Borrowers shall have obtained Commitments (i) in respect of Term B-1 Loans in an aggregate amount equal to $2,775,000,000 and (ii) in respect of 2018 Revolving Loans in an aggregate amount equal to $200,000,000. The Borrowers shall have paid in full, or substantially concurrently with the satisfaction of the other conditions precedent set forth in this

 

8


Section 8 shall pay in full (i) all of the Term Loans (giving effect to any exchange thereof for Term B-1 Loans pursuant to the terms hereof) and all Indebtedness under the Second Lien Credit Agreement, (ii) all accrued and unpaid fees and interest with respect to the Term Loans (including any such Term Loans that will be exchanged for Term B-1 Loans on the Amendment No. 5 Effective Date) and all Indebtedness under the Second Lien Credit Agreement, (iii) all outstanding Revolving Loan and all accrued and unpaid interest thereon, (iv) all accrued and unpaid fees with respect to the Revolving Commitments and Letters of Credit and (v) to the extent invoiced, any amounts payable to the Persons that are Lenders immediately prior to the Amendment No. 5 Effective Date that do not exchange their Term Loans for Term B-1 Loans pursuant to Section 2.16 of the Credit Agreement, such payments to be made with the cash proceeds of the Term B-1 Loans to be made on the Amendment No. 5 Effective Date and other funds available to the Borrowers.

(d) The Administrative Agent and the Lead Arrangers shall have received, in immediately available funds, payment or reimbursement of all reasonable and documented 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 two Business Days prior to the Amendment No. 5 Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Lead Arrangers.

(e) The Administrative Agent shall notify the Borrowers and the Lenders of the Amendment No. 5 Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendments effected hereby shall not become effective and the obligations of the Amendment No. 5 Lenders hereunder to make any Loans will automatically terminate if each of the conditions set forth or referred to in this Section 8 has not been satisfied or waived at or prior to 5:00 p.m., New York City time, on May 18, 2018.

Section 9. Governing Law. This Amendment shall be construed in accordance with and governed by the law 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 10. Costs and Expenses. The Borrowers agree to reimburse the Administrative Agent 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 each of the Administrative Agent and the Arranger, respectively.

Section 11. 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.

 

9


Section 12. 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 Agents 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 Amendment No. 5 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) On and after the Amendment No. 5 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, an Incremental Facility Amendment entered into pursuant to Section 2.20 of the Credit Agreement and a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

Section 13. Tax Matters.

For U.S. Federal income tax purposes, the Borrowers, the Term B-1 Lenders and the Administrative Agent agree to treat the Additional Term B-1 Loans and the Incremental Term B-1 Loans as a “qualified reopening” (within the meaning of Treasury Regulations section 1.1275-2(k)) of, and fungible with, the Term B-1 Loans.

 

10


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

 

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 Amendment No. 5]


JPMORGAN CHASE BANK, N.A., as
Administrative Agent
By:   /s/ Nicolas Gitron-Beer
  Name: Nicolas Gitron-Beer
  Title:   Executive Director

 

[Signature Page To Amendment No. 5]


JPMORGAN CHASE BANK, N.A., as

an Additional Term B-1 Lender

By:   /s/ Nicolas Gitron-Beer
 

Name: Nicolas Gitron-Beer

 

Title:   Executive Director

 

[Signature Page To Amendment No. 5]


JPMORGAN CHASE BANK, N.A., as

an Incremental Term B-1 Lender

By:   /s/ Nicolas Gitron-Beer
 

Name: Nicolas Gitron-Beer

 

Title:   Executive Director

 

[Signature Page To Amendment No. 5]


JPMORGAN CHASE BANK, N.A., as

a 2018 Revolving Lender and Issuing Bank

By:   /s/ Nicolas Gitron-Beer
 

Name: Nicolas Gitron-Beer

 

Title:   Executive Director

 

[Signature Page To Amendment No. 5]


BARCLAYS BANK PLC, as

a 2018 Revolving Lender and Issuing Bank

By:  

/s/ Chris Walton

  Name: Chris Walton
  Title: Director

 

[Signature Page To Amendment No. 5]


ROYAL BANK OF CANADA, as
a 2018 Revolving Lender and Issuing Bank
By:  

/s/ Alfonse Simone

  Name:   Alfonse Simone
  Title:   Authorized Signatory

 

[Signature Page To Amendment No. 5]


DEUTSCHE BANK AG NEW YORK BRANCH, as
a 2018 Revolving Lender and Issuing Bank
By:  

/s/ Marguerite Sutton

  Name:   Marguerite Sutton
  Title:   Vice President
By:  

/s/ Alicia Schug

  Name:   Alicia Schug
  Title:   Vice President

 

[Signature Page To Amendment No. 5]


CREDIT SUISSE AG, CAYMAN ISLANDS
BRANCH, as
a 2018 Revolving Lender and Issuing Bank
By:  

/s/ Judith E. Smith

  Name:   Judith E. Smith
  Title:   Authorized Signatory
By:  

/s/ D. Andrew Maletta

  Name:   D. Andrew Maletta
  Title:   Authorized Signatory

 

[Signature Page To Amendment No. 5]


UBS AG, Stamford Branch, as
a 2018 Revolving Lender and Issuing Bank
By:  

/s/ Houssem Daly

  Name: Houssem Daly
  Title: Associate Director
By:  

/s/ Darlene Arias

  Name: Darlene Arias
  Title: Director

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


HSBC BANK USA, N.A., as
a 2018 Revolving Lender and Issuing Bank
By:  

/s/ Curtis Vega

  Name: Curtis Vega
  Title: Senior Vice President

 

[Signature Page To Amendment No. 5]


GOLDMAN SACHS BANK USA, as
a 2018 Revolving Lender
By:  

/s/ Thomas M. Manning

  Name: Thomas M. Manning
  Title: Authorized Signatory

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


Schedule 1

 

Lender

   Term B-1 Cashless
Roll
     Additional Term
B-1 Commitment
     Incremental Term
B-1 Commitment
     Total  

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

   $ 5,221,982.98      $ 130,609,745.63      $ 300,000,000.00      $ 435,831,728.61  

CREDIT SUISSE ASSET MANAGEMENT LLC (AS AGT)

   $ 248,399,313.41            $ 248,399,313.41  

OAK HILL ADVISORS, L.P.

   $ 200,098,732.96            $ 200,098,732.96  

APOLLO GLOBAL MANAGEMENT LLC

   $ 192,657,213.41            $ 192,657,213.41  

GSO CAPITAL PARTNERS LP

   $ 39,145,064.44            $ 39,145,064.44  

BAIN CAPITAL CREDIT, LP

   $ 146,058,838.65            $ 146,058,838.65  

CIFC ASSET MANAGEMENT LLC

   $ 70,253,635.18            $ 70,253,635.18  

OCTAGON CREDIT INVESTORS LLC

   $ 123,658,966.33            $ 123,658,966.33  

OZ ADVISORS LP

   $ 76,645,561.78            $ 76,645,561.78  

CARLYLE INVESTMENT MANAGEMENT L.L.C.

   $ 91,122,984.91            $ 91,122,984.91  

SEIX INVESTMENT ADVISORS LLC (AS AGT)

   $ 63,944,912.74            $ 63,944,912.74  

SOUND POINT CAPITAL MANAGEMENT, LP

   $ 55,119,737.12            $ 55,119,737.12  

SHENKMAN CAPITAL MANAGEMENT INC(AS AGENT)

   $ 53,008,863.42            $ 53,008,863.42  

INVESCO ADVISERS, INC (AS AGENT)

   $ 66,245,027.08            $ 66,245,027.08  

BLUEMOUNTAIN CAPITAL MANAGEMENT LLC

   $ 62,938,064.08            $ 62,938,064.08  

BARINGS LLC (AS AGENT)

   $ 27,626,437.43            $ 27,626,437.43  


Lender

   Term B-1 Cashless
Roll
     Additional Term
B-1 Commitment
     Incremental Term
B-1 Commitment
     Total  

PINEBRIDGE INVESTMENTS LLC(AS AGENT)

   $ 39,820,827.56            $ 39,820,827.56  

ALCENTRA NY, LLC (AS AGENT)

   $ 54,212,336.53            $ 54,212,336.53  

THL CREDIT SENIOR LOAN STRATEGIES LLC

   $ 52,113,208.36            $ 52,113,208.36  

CBAM BUSINESS SERVICES LLC

   $ 33,508,939.21            $ 33,508,939.21  

CRESCENT CAPITAL GROUP LP (AS AGT)

   $ 28,847,585.10            $ 28,847,585.10  

SYMPHONY ASSET MANAGEMENT LLC

   $ 48,534,979.69            $ 48,534,979.69  

BLACKROCK FINANCIAL MANAGEMENT INC (AS AGT)

   $ 18,655,347.70            $ 18,655,347.70  

AEGON USA INVESTMENT MANAGEMENT, LLC (AS AGT)

   $ 27,995,811.66            $ 27,995,811.66  

AXA IM INC.

   $ 43,540,882.21            $ 43,540,882.21  

LOOMIS SAYLES AND COMPANY LP (AS AGT)

   $ 38,773,698.00            $ 38,773,698.00  

INVESTCORP CREDIT MANAGEMENT US LLC

   $ 37,462,326.98            $ 37,462,326.98  

COLUMBIA MANAGEMENT INVESTMENT ADVISERS LLC (AS AGENT) - CALI

   $ 38,088,729.24            $ 38,088,729.24  

NEW YORK LIFE INVESTMENT MANAGEMENT (AS AGENT)

   $ 32,836,663.31            $ 32,836,663.31  

BENEFIT STREET PARTNERS LLC

   $ 27,408,929.79            $ 27,408,929.79  

MJX ASSET MANAGEMENT LLC

   $ 23,202,454.72            $ 23,202,454.72  


Lender

   Term B-1 Cashless
Roll
     Additional Term
B-1 Commitment
     Incremental Term
B-1 Commitment
     Total  

OAKTREE CAPITAL MANAGEMENT LP

   $ 18,726,250.00            $ 18,726,250.00  

BRIGADE CAPITAL MANAGEMENT, LP

   $ 25,076,602.23            $ 25,076,602.23  

ALLSTATE LIFE INSURANCE COMPANY

   $ 18,586,012.18            $ 18,586,012.18  

OPPENHEIMERFUNDS INC(AS AGENT)

   $ 25,000,000.00            $ 25,000,000.00  

ARROWMARK COLORADO HOLDINGS LLC

   $ 17,000,000.00            $ 17,000,000.00  

HALCYON LOAN MANAGEMENT LLC

   $ 16,000,000.00            $ 16,000,000.00  

MARINER INVESTMENT GROUP LLC AS AGENT

   $ 12,967,171.71            $ 12,967,171.71  

T ROWE PRICE ASSOCIATES INC (AS AGT)

   $ 12,926,403.00            $ 12,926,403.00  

CREDIT VALUE PARTNERS LP

   $ 12,535,422.24            $ 12,535,422.24  

BNP PARIBAS INVESTMENT PARTNERS LUXEMBOURG

   $ 12,035,090.88            $ 12,035,090.88  

PPM AMERICA INCORPORATED (AS AGENT)

   $ 8,196,410.94            $ 8,196,410.94  

DCM SENIOR CREDIT, LLC

   $ 10,107,725.94            $ 10,107,725.94  

ASSURANT INC

   $ 5,977,310.88            $ 5,977,310.88  

CARLSON CAPITAL LP

   $ 9,910,798.13            $ 9,910,798.13  

PRETIUM CREDIT MANAGEMENT, LLC

   $ 5,833,192.41            $ 5,833,192.41  

DFG INVESTMENT ADVISERS INC

   $ 3,897,422.57            $ 3,897,422.57  

HAYFIN CAPITAL MANAGEMENT LLP

   $ 7,979,967.75            $ 7,979,967.75  


Lender

   Term B-1 Cashless
Roll
     Additional Term
B-1 Commitment
     Incremental Term
B-1 Commitment
     Total  

NEWSTAR FINANCIAL INC.

   $ 7,000,000.00            $ 7,000,000.00  

AMERICAN MONEY MANAGEMENT CORP

   $ 1,994,949.49            $ 1,994,949.49  

NASSAU RE (CAYMAN) LTD

   $ 5,962,273.58            $ 5,962,273.58  

LOGAN CIRCLE PARTNERS, LP(AS AGENT)

   $ 5,925,312.38            $ 5,925,312.38  

DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC(AS AGENT)

   $ 5,899,779.78            $ 5,899,779.78  

WELLFLEET CREDIT PARTNERS LLC

   $ 5,710,805.42            $ 5,710,805.42  

Z CAPITAL LOAN OPPORTUNITY ADVISER LLC

   $ 5,073,159.22            $ 5,073,159.22  

FIVE ARROWS MANAGERS NORTH AMERICA LLC

   $ 3,393,154.38            $ 3,393,154.38  

ZAIS GROUP LLC

   $ 4,826,235.76            $ 4,826,235.76  

SOUND HARBOR LLC

   $ 3,355,049.60            $ 3,355,049.60  

COVENANT CREDIT PARTNERS LLC

   $ 2,479,963.48            $ 2,479,963.48  

NOMURA CORPORATE RESEARCH & ASSET MGMT INC(AS AGT)

   $ 1,485,116.57            $ 1,485,116.57  

TIAA-CREF INVESTMENT MANAGEMENT LLC(AS AGENT)

   $ 987,500.00            $ 987,500.00  

BARCLAYS BANK PLC

   $ 393,117.87            $ 393,117.87  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 2,344,390,254.37      $ 130,609,745.63      $ 300,000,000.00      $ 2,775,000,000.00  
  

 

 

    

 

 

    

 

 

    

 

 

 


Lender

   2018 Revolving Credit
Commitment
     Incremental Revolving
Commitment Increase
     Total  

JPMorgan Chase Bank, N.A.

   $ 22,666,600.00      $ 15,866,754.87      $ 38,533,354.87  

Barclays Bank PLC

   $ 22,666,700.00      $ 15,866,654.87      $ 38,533,354.87  

RBC Capital Markets

   $ 22,666,700.00      $ 15,866,654.87      $ 38,533,354.87  

Deutsche Bank AG New York Branch

   $ 12,000,000.00      $ 8,399,981.40      $ 20,399,981.40  

Credit Suisse AG, Cayman Islands Branch

   $ 10,000,000.00      $ 6,999,984.50      $ 16,999,984.50  

UBS AG, Stamford Branch

   $ 10,000,000.00      $ 6,999,984.50      $ 16,999,984.50  

Goldman Sachs Bank USA

      $ 14,999,992.50      $ 14,999,992.50  

HSBC Bank USA, N.A.

      $ 14,999,992.50      $ 14,999,992.50  
  

 

 

    

 

 

    

 

 

 

Total:

   $ 100,000,000.00      $ 100,000,000.00      $ 200,000,000.00  
  

 

 

    

 

 

    

 

 

 


EXHIBIT A


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

ABR Reinsurance LTD.,

as a Lender

By: BlackRock Financial Management, Inc., its Investment Manager
By:  

/s/ Rob Jacobi

  Name: Rob Jacobi
  Title: Authorized Signatory
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018
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
If a second signature is necessary:
By:  

 

  Name:  
  Title:  

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018
ACE Property & Casualty Insurance Company, as a Lender
BY: BlackRock Financial Management, Inc., its Investment
Advisor
By:  

/s/ Rob Jacobi

  Name:   Rob Jacobi
  Title:   Authorized Signatory
If a second signature is necessary:
By:  

 

  Name:  
  Title:  

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 09, 2018

Adams Mill CLO Ltd.,

as a Lender

By: Shenkman Capital Management, Inc.,

as Collateral Manager

By:  

/s/ Dov Braun

  Name:   Dov Braun
  Title:   CFO
If a second signature is necessary:
By:  

 

  Name:  
  Title:  

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 09, 2018

AEGIS Electric and Gas International Services, Ltd.,

as a Lender

by SHENKMAN CAPITAL MANAGEMENT, INC.,

as Investment Manager

By:  

/s/ Dov Braun

  Name:   Dov Braun
  Title:   CFO
If a second signature is necessary:
By:  

 

  Name:  
  Title:  

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018
AEGON Companies Pension Trust, as a Lender
BY: AEGON USA, as its Investment Advisor
By:  

/s/ Ruth Dominguez

  Name:   Ruth Dominguez
  Title:   Associate Director
If a second signature is necessary:
By:  

 

  Name:  
  Title:  

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

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
If a second signature is necessary:
By:  

 

  Name:  
  Title:  

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018
ALJ Global Bank Loan Fund 2015 A SERIES TRUST OF

MULTI MANAGER GLOBAL INVESTMENT TRUST,

as a Lender

By:  

/s/ Ashley Taylor

  Name:   Ashley Taylor
  Title:   Associate Credit Analyst
If a second signature is necessary:
By:  

 

  Name:  
  Title:  

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018
ALJ Global Loan Fund 2016 A SERIES TRUST OF MULTI

MANAGER GLOBAL INVESTMENT TRUST,

as a Lender

By:  

/s/ Ashley Taylor

  Name:   Ashley Taylor
  Title:   Associate Credit Analyst
If a second signature is necessary:
By:  

 

  Name:  
  Title:  

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

ALM V, Ltd.,

as a Lender

By: Apollo Credit Management (CLO), LLC, as Collateral
Manager
By:  

/s/ Connie Yen

  Name:   Connie Yen
  Title:   Vice President
If a second signature is necessary:
By:  

 

  Name:  
  Title:  

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

ALM VI, Ltd.,

as a Lender

By: Apollo Credit Management (CLO), LLC, as
Collateral Manager
By:  

/s/ Connie Yen

  Name:   Connie Yen
  Title:   Vice President
If a second signature is necessary:
By:  

 

  Name:  
  Title:  

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

ALM VII (R), Ltd.,

as a Lender

By: Apollo Credit Management (CLO), LLC,

as Collateral Manager

By:  

/s/ Connie Yen

  Name:   Connie Yen
  Title:   Vice President
If a second signature is necessary:
By:  

 

  Name:  
  Title:  

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

ALM VII (R)-2, Ltd.,

as a Lender

By: Apollo Credit Management (CLO), LLC,

as Collateral Manager

By:  

/s/ Connie Yen

  Name:   Connie Yen
  Title:   Vice President
If a second signature is necessary:
By:  

 

  Name:  
  Title:  

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

ALM VII, Ltd.,

as a Lender

BY: Apollo Credit Management (CLO), LLC,

as Collateral Manager

By:  

/s/ Connie Yen

  Name:   Connie Yen
  Title:   Vice President
If a second signature is necessary:
By:  

 

  Name:  
  Title:  

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

ALM VIII, Ltd.,

as a Lender

BY: Apollo Credit Management (CLO), LLC, as Collateral
Manager
By:  

/s/ Connie Yen

  Name:   Connie Yen
  Title:   Vice President
If a second signature is necessary:
By:  

 

  Name:  
  Title:  

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

ALM XI, Ltd.,

as a Lender

By: Apollo Credit Management (CLO), LLC,

as Collateral Manager

By:  

/s/ Connie Yen

  Name:   Connie Yen
  Title:   Vice President
If a second signature is necessary:
By:  

 

  Name:  
  Title:  

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

ALM XII, Ltd.,

as a Lender

By: Apollo Credit Management (CLO), LLC,

as Collateral Manager

By:  

/s/ Connie Yen

  Name: Connie Yen
  Title: Vice President
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

ALM XIX, LTD.,

as a Lender

by Apollo Credit Management (CLO), LLC,

as its collateral manager

By:  

/s/ Connie Yen

  Name: Connie Yen
  Title: Vice President
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

ALM XVI, LTD.,

as a Lender

by Apollo Credit Management (CLO), LLC,

as its collateral manager

By:  

/s/ Connie Yen

  Name: Connie Yen
  Title: Vice President
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

ALM XVII, Ltd.,

as a Lender

by Apollo Credit Management (CLO), LLC, as its collateral manager

By:  

/s/ Connie Yen

  Name: Connie Yen
  Title: Vice President
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

ALM XVIII, LTD.,

as a Lender

by Apollo Credit Management (CLO), LLC,

as its collateral manager

By:  

/s/ Connie Yen

  Name: Connie Yen
  Title: Vice President
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

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

as a Lender

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

/s/ Andrew Wright

  Name: Andrew Wright
  Title: Authorized Signatory
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

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

If a second signature is necessary:

By:  

 

 

Name:

 

Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 08, 2018

Ameriprise Certificate Company,

as a Lender

By:  

/s/ Steven B. Staver

  Name: Steven B. Staver
  Title: Assistant Vice President
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

AMMC CLO XI, LIMITED,

as a Lender

By: American Money Management Corp., as Collateral Manager
By:  

/s/ David P. Meyer

  Name: David P. Meyer
  Title: Senior Vice President
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

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
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

Apollo Credit Funding III Ltd.,

as a Lender

By: Apollo ST Fund Management LLC, its investment manager
By:  

/s/ Lacary Sharpe

  Name: Lacary Sharpe
  Title: Vice President
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

Apollo Credit Funding IV Ltd.,

as a Lender

By Apollo ST Fund Management, LLC,

as its collateral manager

By:  

/s/ Lacary Sharpe

  Name: Lacary Sharpe
  Title: Vice President
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

Apollo Credit Funding V Ltd.,

as a Lender

By Apollo ST Fund Management LLC, as its collateral manager
By:  

/s/ Lacary Sharpe

  Name: Lacary Sharpe
  Title: Vice President
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

Apollo Credit Funding VI Ltd.,

as a Lender

By: Apollo ST Fund Management LLC, as its collateral manager
By:  

/s/ Lacary Sharpe

  Name: Lacary Sharpe
  Title: Vice President
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

Apollo Senior Floating Rate Fund Inc.,

as a Lender

BY: Account 631203
By:  

/s/ Connie Yen

  Name: Connie Yen
  Title: Authorized Signatory
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 09, 2018

Arch Street CLO, Ltd.,

as a Lender

By:  

/s/ Scott D’Orsi

  Name: Scott D’Orsi
  Title: Portfolio Manager
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 09, 2018

Associated Electric & Gas Insurance Services Limited, as a Lender

by SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager

By:  

/s/ Dov Braun

  Name: Dov Braun
  Title: CFO
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 04, 2018

Assurant CLO I, Ltd.,

as a Lender

By: Assurant Investment Management LLC as Service Provider to Assurant CLO Management, LLC as its Collateral Manager
By:  

/s/ Michael Feeney

  Name: Michael Feeney
  Title: Senior Vice President
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 04, 2018

Assurant CLO II, Ltd.,

as a Lender

By: Assurant Investment Management LLC as Service Provider to Assurant CLO Management, LLC as its Collateral Manager
By:  

/s/ Michael Feeney

  Name: Michael Feeney
  Title: Senior Vice President
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

ATLAS SENIOR LOAN FUND III, Ltd.,

as a Lender

By: Crescent Capital Group LP, its adviser
By:  

/s/ Brian McKeon

  Name: Brian McKeon
  Title: Vice President
If a second signature is necessary:
By:  

/s/ Wayne Hosang

  Name: Wayne Hosang
  Title: Managing Director

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

ATLAS SENIOR LOAN FUND IX, LTD.,

as a Lender

By: Crescent Capital Group LP, its adviser
By:  

/s/ Brian McKeon

  Name: Brian McKeon
  Title: Vice President
If a second signature is necessary:
By:  

/s/ Wayne Hosang

  Name: Wayne Hosang
  Title: Managing Director

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

ATLAS SENIOR LOAN FUND V, LTD.,

as a Lender

By: Crescent Capital Group LP, its adviser
By:  

/s/ Brian McKeon

  Name: Brian McKeon
  Title: Vice President
If a second signature is necessary:
By:  

/s/ Wayne Hosang

  Name: Wayne Hosang
  Title: Managing Director

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

ATLAS SENIOR LOAN FUND VII, LTD.,

as a Lender

By: Crescent Capital Group LP, its adviser
By:  

/s/ Brian McKeon

  Name: Brian McKeon
  Title: Vice President
If a second signature is necessary:
By:  

/s/ Wayne Hosang

  Name: Wayne Hosang
  Title: Managing Director

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

ATLAS SENIOR LOAN FUND X, LTD.,

as a Lender

By: Crescent Capital Group LP, its adviser
By:  

/s/ Brian McKeon

  Name: Brian McKeon
  Title: Vice President
If a second signature is necessary:
By:  

/s/ Wayne Hosang

  Name: Wayne Hosang
  Title: Managing Director

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

Atlas Senior Secured Loan Fund VIII, Ltd.,

as a Lender

By: Crescent Capital Group LP, its adviser
By:  

/s/ Brian McKeon

  Name: Brian McKeon
  Title: Vice President
If a second signature is necessary:
By:  

/s/ Wayne Hosang

  Name: Wayne Hosang
  Title: Managing Director

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 15, 2018

ATRIUM IX,

as a Lender

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

/s/ Louis Farano

  Name: Louis Farano
  Title: Managing Director
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 15, 2018

Atrium X,

as a Lender

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

/s/ Louis Farano

  Name: Louis Farano
  Title: Managing Director
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 15, 2018

Atrium XII,

as a Lender

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

/s/ Louis Farano

  Name: Louis Farano
  Title: Managing Director
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 15, 2018

Atrium XIII,

as a Lender

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

/s/ Louis Farano

  Name: Louis Farano
  Title: Managing Director
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

AUCARA HEIGHTS INC,

as a Lender

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

/s/ Brian McKeon

  Name: Brian McKeon
  Title: Vice President
If a second signature is necessary:
By:  

/s/ Wayne Hosang

  Name: Wayne Hosang
  Title: Managing Director

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

AUIM Credit Opportunities Master Fund LTD,

as a Lender

By:  

/s/ Ruth Dominguez

  Name: Ruth Dominguez
  Title: Associate Director
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

AustralianSuper,

as a Lender

By:  

/s/ Glenn August

  Name: Glenn August
  Title: Authorized Signatory
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 15, 2018

AUSTRALIANSUPER,

as a Lender

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

/s/ Louis Farano

  Name: Louis Farano
  Title: Managing Director
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

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
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

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
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

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
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

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
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the (“Existing First Lien Credit Agreement”), among WME lMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME’’), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers’’), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders I Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WlTNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

AXA IM INC, for and on behalf of

ALLEGRO CLO Vl, Limited

 

                                                                                                          ,

as a Lender (type name of the legal entity)

By:  

/s/ Jean Philippe Levilain

  Name: Jean Philippe Levilain
  Title: Global Head of Leveraged Loans
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Consent to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the ‘‘Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME lMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC’’ and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders I Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

AXA IM INC, for and on behalf of

ALLEGRO CLO V, Limited

 

                                                                                                          ,

as a Lender (type name of the legal entity)

By:  

/s/ Jean Philippe Levilain

  Name: Jean Philippe Levilain
  Title: Global Head of Leveraged Loans
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Consent to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, ‘‘Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WMB, the ‘‘Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders I Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

AXA IM INC, for and on behalf of

ALLEGRO CLO IV, Limited

 

                                                                                                          ,

as a Lender (type name of the legal entity)

By:  

/s/ Jean Philippe Levilain

  Name: Jean Philippe Levilain
  Title: Global Head of Leveraged Loans
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Consent to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings’’), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank. N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

lN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

AXA IM INC, for and on behalf of

ALLEGRO CLO III, Limited

 

                                                                                                          ,

as a Lender (type name of the legal entity)

By:  

/s/ Jean Philippe Levilain

  Name: Jean Philippe Levilain
  Title: Global Head of Leveraged Loans
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Consent to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

AXA IM INC, for and on behalf of

ALLEGRO CLO II, Limited

 

                                                                                                          ,

as a Lender (type name of the legal entity)

By:  

/s/ Jean Philippe Levilain

  Name: Jean Philippe Levilain
  Title: Global Head of Leveraged Loans
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Consent to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

AXA IM INC, for and on behalf of

ALLEGRO CLO I, Limited

 

                                                                                                          ,

as a Lender (type name of the legal entity)

By:  

/s/ Jean Philippe Levilain

  Name: Jean Philippe Levilain
  Title: Global Head of Leveraged Loans
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Consent to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

AXA IM PARIS, SA for and on behalf of

FCP ACM US LOANS FUND

 

                                                                                                          ,

as a Lender (type name of the legal entity)

By:  

/s/ Jean Philippe Levilain

  Name: Jean Philippe Levilain
  Title: Global Head of Leveraged Loans
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Consent to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

AXA IM PARIS, SA for and on behalf of

AXA IM LOAN LIMITED

 

                                                                                                          ,

as a Lender (type name of the legal entity)

By:  

/s/ Jean Philippe Levilain

  Name: Jean Philippe Levilain
  Title: Global Head of Leveraged Loans
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Consent to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

AXA IM PARIS, SA for and on behalf of

MATIGNON DERIVATIVES LOANS LIMITED

COMPANY

 

                                                                                                          ,

as a Lender (type name of the legal entity)

By:  

/s/ Jean Philippe Levilain

  Name: Jean Philippe Levilain
  Title: Global Head of Leveraged Loans
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Consent to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018
AXA IM PARIS, SA for and on behalf of
MATIGNON LOANS FUND

 

                                                                                                          ,

as a Lender (type name of the legal entity)
By:  

/s/ Jean Philippe Levilain

  Name: Jean Philippe Levilain
  Title: Global Head of Leveraged Loans
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Consent to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018
AXA IM PARIS, SA for and on behalf of
MATIGNON LEVERAGED LOANS LIMITED

 

                                                                                                          ,

as a Lender (type name of the legal entity)
By:  

/s/ Jean Philippe Levilain

  Name: Jean Philippe Levilain
  Title: Global Head of Leveraged Loans
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Consent to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

AXA IM PARIS, SA for and on behalf of

FCP SOGECAP DIVERSIFIED LOANS FUND

 

                                                                                                          ,

as a Lender (type name of the legal entity)
By:  

/s/ Jean Philippe Levilain

  Name: Jean Philippe Levilain
  Title: Global Head of Leveraged Loans
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Consent to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 15, 2018

BA/CSCREDIT 1 LLC,

as a Lender

By: Credit Suisse Asset Management, LLC,

as investment manager

By:  

/s/ Louis Farano

  Name: Louis Farano
  Title: Managing Director
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

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
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

Bain Capital Credit CLO 2017-1, Limited,

as a Lender

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

/s/ Andrew Viens

  Name: Andrew Viens
  Title: Executive Vice President
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

Bain Capital Credit CLO 2017-2, Limited,

as a Lender

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

/s/ Andrew Viens

  Name: Andrew Viens
  Title: Executive Vice President
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

Bain Capital Credit CLO 2018-1, Limited,

as a Lender

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

/s/ Andrew Viens

  Name: Andrew Viens
  Title: Executive Vice President
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

BAIN CAPITAL CREDIT MANAGED ACCOUNT (BLANCO), L.P.,

as a Lender

By:  

/s/ Andrew Viens

  Name: Andrew Viens
  Title: Executive Vice President
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

Bain Capital Credit Managed Account (FSS), L.P.,

as a Lender

By:  

/s/ Andrew Viens

  Name: Andrew Viens
  Title: Executive Vice President
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

Bain Capital Credit Managed Account (PSERS), L.P.,

as a Lender

By:  

/s/ Andrew Viens

  Name: Andrew Viens
  Title: Executive Vice President
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

Bain Capital Credit Rio Grande FMC, L.P.,

as a Lender

By:  

/s/ Andrew Viens

  Name: Andrew Viens
  Title: Executive Vice President
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

Bain Capital Credit WH Barclays 1, Limited,

as a Lender

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

/s/ Andrew Viens

  Name: Andrew Viens
  Title: Executive Vice President
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

BAIN CAPITAL HIGH INCOME PARTNERSHIP, L.P.,

as a Lender

By:  

/s/ Andrew Viens

  Name: Andrew Viens
  Title: Executive Vice President
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

BAIN CAPITAL SENIOR LOAN FUND (SRI), L.P.,

as a Lender

By:  

/s/ Andrew Viens

  Name: Andrew Viens
  Title: Executive Vice President
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

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
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

BAIN CAPITAL SENIOR LOAN FUND, L.P.,

as a Lender

By:  

/s/ Andrew Viens

  Name: Andrew Viens
  Title: Executive Vice President
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

Baloise Senior Secured Loan Fund II,

as a Lender

By: Bain Capital Credit, LP, as Sub Investment Manager
By:  

/s/ Andrew Viens

  Name: Andrew Viens
  Title: Executive Vice President
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement. IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

Baloise Senior Secured Loan Fund III,

as a Lender

By: Octagon Credit Investors, LLC

as Sub Investment Manager

By:  

/s/ Margaret B. Harvey

  Name: Margaret B. Harvey
  Title: Managing Director of Portfolio Administration
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement. IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 07, 2018

Barclays Bank PLC,

as a Lender

By:  

/s/ Jacqueline Custodio

  Name: Jacqueline Custodio
  Title: Authorized Signatory
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

BARINGS CLO LTD. 2015-1,

as a Lender

By: Barings LLC as Collateral Manager
By:  

/s/ Karl Hermann

  Name: Karl Hermann
  Title: Director

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders I Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

BABSON CLO LTD. 2016-I,

as a Lender

By: Barings LLC as Collateral Manager
By:  

/s/ Karl Hermann

  Name: Karl Hermann
  Title: Director

 

William Morris Endeavor Entertainment, LLC

Consent to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lender / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

BARINGS CLO LTD. 2016-III,

as a Lender

By: Barings LLC as Collateral Manager
By:  

/s/ Karl Hermann

  Name: Karl Hermann
  Title: Director

 

William Morris Endeavor Entertainment, LLC

Consent to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders I Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

BABSON CLO LTD. 2016-II,

as a Lender

By: Barings LLC as Collateral Manager
By:  

/s/ Karl Hermann

  Name: Karl Hermann
  Title: Director

 

William Morris Endeavor Entertainment, LLC

Consent to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”) among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

BARINGS CLO LTD. 2017-II,

as a Lender

By: Barings LLC as Collateral Manager
By:  

/s/ Karl Hermann

  Name: Karl Hermann
  Title: Director

 

William Morris Endeavor Entertainment, LLC

Consent to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

ARROWOOD INDEMNITY COMPANY,

as a Lender

By: Barings LLC as Investment Adviser
By:  

/s/ Karl Hermann

  Name: Karl Hermann
  Title: Director

 

William Morris Endeavor Entertainment, LLC

Consent to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the“ Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018
ARROWOOD INDEMNITY COMPANY AS
ADMINISTRATOR OF THE PENSION PLAN OF

ARROWOOD INDEMNITY COMPANY,

as a Lender

By: Barings LLC as Investment Adviser
By:  

/s/ Karl Hermann

  Name: Karl Hermann
  Title: Director

 

William Morris Endeavor Entertainment, LLC

Consent to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

BARINGS CLO LTD. 2015-II,

as a Lender

By: Barings LLC as Collateral Manager
By:  

/s/ Karl Hermann

  Name: Karl Hermann
  Title: Director

 

William Morris Endeavor Entertainment, LLC

Consent to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

BayCity Alternative Investment Funds SICAV-SIF - BayCity US Senior Loan Fund,

as a Lender

By: Symphony Asset Management LLC
By:  

/s/ Gunther Stein

  Name: Gunther Stein
  Title: CEO/CIO
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

BayCity Senior Loan Master Fund, LTD.,

as a Lender

BY: Symphony Asset Management LLC
By:  

/s/ Gunther Stein

  Name: Gunther Stein
  Title: CEO/CIO
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 15, 2018

Bentham 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 Syndicated Loan Fund
By:  

/s/ Louis Farano

  Name: Louis Farano
  Title: Managing Director
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018
BlackRock Credit Strategies Income Fund of BlackRock

Funds II,

as a Lender

By: BlackRock Advisors, LLC, its Investment Advisor
By:  

/s/ Rob Jacobi

  Name: Rob Jacobi
  Title: Authorized Signatory
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

BlackRock Floating Rate Income Strategies Fund, Inc.,

as a Lender

BY: BlackRock Financial Management, Inc., its Sub- Advisor
By:  

/s/ Rob Jacobi

  Name: Rob Jacobi
  Title: Authorized Signatory
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement. IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

BlackRock Floating Rate Income Trust,

as a Lender

By: BlackRock Advisors, LLC, its Investment Advisor
By:  

/s/ Rob Jacobi

  Name: Rob Jacob
  Title: Authorized Signatory
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

BlackRock Funds II, BlackRock Floating Rate Income Portfolio,

as a Lender

By: BlackRock Advisors, LLC, its Investment Advisor
By:  

/s/ Rob Jacobi

  Name: Rob Jacobi
  Title: Authorized Signatory
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

BlackRock Limited Duration Income Trust,

as a Lender

BY: BlackRock Financial Management, Inc., its Sub- Advisor
By:  

/s/ Rob Jacobi

  Name: Rob Jacobi
  Title: Authorized Signatory
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

BlackRock Senior Floating Rate Portfolio,

as a Lender

By: BlackRock Investment Management, LLC, its Investment Advisor
By:  

/s/ Rob Jacobi

  Name: Rob Jacobi
  Title: Authorized Signatory
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

Blackstone / GSO Senior Loan Portfolio,

as a Lender

By: GSO / Blackstone Debt Funds Management LLC as Sub-Adviser
By:  

/s/ Thomas Iannarone

  Name: Thomas Iannarone
  Title: Authorized Signatory
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

Blackstone GSO U.S. Loan Funding Designated Activity Company,

as a Lender

By:  

/s/ Thomas Iannarone

  Name: Thomas Iannarone
  Title: Authorized Signatory
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

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
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 15, 2018

BLUE SHIELD OF CALIFORNIA,

as a Lender

By: Credit Suisse Asset Management, LLC, as its investment manager
By:  

/s/ Louis Farano

  Name: Louis Farano
  Title: Managing Director
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 08, 2018

BlueMountain CLO 2012-2 Ltd,

as a Lender

By: BlueMountain CLO Management LLC,

Its Collateral Manager

By:  

/s/ Ellen Brooks

  Name: Ellen Brooks
  Title: Operations Analyst
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 08, 2018

BlueMountain CLO 2013-1 LTD.,

as a Lender

By: BlueMountain CLO Management LLC,

Its Collateral Manager

By:  

/s/ Ellen Brooks

  Name: Ellen Brooks
  Title: Operations Analyst
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 08, 2018

BlueMountain CLO 2013-2 LTD.,

as a Lender

By: BlueMountain CLO Management LLC,

Its Collateral Manager

By:  

/s/ Ellen Brooks

  Name: Ellen Brooks
  Title: Operations Analyst
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 08, 2018

BlueMountain CLO 2013-3 Ltd.,

as a Lender

By: BlueMountain CLO Management LLC,
Its Collateral Manager
By:  

/s/ Ellen Brooks

  Name: Ellen Brooks
  Title: Operations Analyst
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 08, 2018

BlueMountain CLO 2014-1 Ltd,

as a Lender

By: BlueMountain CLO Management LLC,
Its Collateral Manager
By:  

/s/ Ellen Brooks

  Name: Ellen Brooks
  Title: Operations Analyst
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 08, 2018

BlueMountain CLO 2015-2, Ltd.,

as a Lender

By: BlueMountain CLO Management LLC,
Its Collateral Manager
By:  

/s/ Ellen Brooks

  Name: Ellen Brooks
  Title: Operations Analyst
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 08, 2018

BlueMountain CLO 2015-3 Ltd,

as a Lender

By: BlueMountain CLO Management LLC,
Its Collateral Manager
By:  

/s/ Ellen Brooks

  Name: Ellen Brooks
  Title: Operations Analyst
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 08, 2018

BlueMountain CLO 2015-4, Ltd.,

as a Lender

By: BlueMountain CLO Management LLC,
Its Collateral Manager
By:  

/s/ Ellen Brooks

  Name: Ellen Brooks
  Title: Operations Analyst
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 08, 2018

BlueMountain CLO 2016-1, Ltd.,

as a Lender

By: BlueMountain CLO Management LLC,

Its Collateral Manager

By:   /s/ Ellen Brooks
 

Name: Ellen Brooks

 

Title:   Operations Analyst

If a second signature is necessary:

By:    
 

Name:

 

Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 08, 2018

BlueMountain CLO 2016-2, Ltd.,

as a Lender

By: BlueMountain CLO Management LLC,
Its Collateral Manager
By:   /s/ Ellen Brooks
  Name: Ellen Brooks
  Title:   Operations Analyst
If a second signature is necessary:
By:    
  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 08, 2018

BlueMountain CLO 2016-3 Ltd,

as a Lender

By: BlueMountain CLO Management LLC,

Its Collateral Manager

By:   /s/ Ellen Brooks
 

Name: Ellen Brooks

 

Title:   Operations Analyst

If a second signature is necessary:

By:    
 

Name:

 

Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 08, 2018

BlueMountain Fuji US CLO I, Ltd.,

as a Lender

By: BlueMountain Fuji Management, LLC, Series A

By:   /s/ Ellen Brooks
 

Name: Ellen Brooks

 

Title:   Operations Analyst

If a second signature is necessary:

By:    
 

Name:

 

Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 08, 2018

BlueMountain Fuji US CLO III, Ltd.,

as a Lender

By: BlueMountain Fuji Management, LLC, Series A, as Collateral Manager
By:   /s/ Ellen Brooks
  Name: Ellen Brooks
  Title:   Operations Analyst
If a second signature is necessary:
By:    
  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement’’), among WME IMG Holdings. LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC’’ and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank. N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of / Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 07th, 2018
BNP Paribas Senior Corporate Loans Europe/ US,
as a Lender (type name of the legal entity)
By:   /s/ Javier Peres Diaz
  Name: Javier Peres 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 Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated. supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC’’ and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless Otherwise defined herein. terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term1 Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF. the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 07th, 2018
CARDIF BNPP IP Global Senior Corporate Loans,
as a Lender (type name of the legal entity)
By:   /s/ Javier Peres Diaz
  Name: Javier Peres 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 Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent’’) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6. 2014 (as amended. restated. supplemented or otherwise modified from time to time, the “Existing first Lien Credit Agreement’’), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC. “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings. LLC (“IMG LLC” and, together with WME. the “Borrowers”), the lenders and other Financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A ., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders/Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 07th, 2018
BNP Paribas Flexi III Global Senior Corporate Loans Fund,
as a Lender (type name of the legal entity)
By:   /s/ Javier Peres Diaz
  Name: Javier Peres 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 Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent’”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”). among WME IMG Holdings, LLC, WME IMG. LLC. (together with WME lMG Holdings. LLC, “Holdings”). William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“lMG LLC” and, together with WME, the “Borrowers’”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and issuing Bank. Unless otherwise defined herein. terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF. the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 07th, 2018
BNP Paribas Global Senior Corporate Loans,
as a Lender (type name of the legal entity)
By:   /s/ Javier Peres Diaz
  Name: Javier Peres 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 Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 9, 2018

BNPP IP 2014 CLO - II, Ltd.,

as a Lender

By:   /s/ Vanessa Ritter
 

Name: Vanessa Ritter

 

Title:   Portfolio Manager

 

William Morris Endeavor Entertainment, LLC

Consent to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018
Brigade Opportunistic Credit LBG Fund Ltd.,
as a Lender
By: Brigade Capital Management, LP as Investment Manager
By:   /s/ Colin Galuski
  Name: Colin Galuski
  Title:   Operations Associate
If a second signature is necessary:
By:    
  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 09, 2018

Brookside Mill CLO Ltd.,

as a Lender

By: Shenkman Capital Management, Inc.,

as Collateral Manager

By:   /s/ Dov Braun
  Name: Dov Braun
  Title:   CFO
If a second signature is necessary:
By:    
  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 15, 2018
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
If a second signature is necessary:
By:    
  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

California Street CLO IX, Limited Partnership,

as a Lender

BY: Symphony Asset Management LLC

By:   /s/ Gunther Stein
 

Name: Gunther Stein

 

Title:   CEO/CIO

If a second signature is necessary:

By:    
 

Name:

 

Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

California Street CLO XII, Ltd.,

as a Lender

By: Symphony Asset Management LLC

By:   /s/ Gunther Stein
 

Name: Gunther Stein

 

Title:   CEO/CIO

If a second signature is necessary:

By:    
 

Name:

 

Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

Canoe Floating Rate Income Fund,

as a Lender

By:   /s/ Ruth Dominguez
 

Name: Ruth Dominguez

 

Title:   Associate Director

If a second signature is necessary:

By:    
 

Name:

 

Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 09, 2018

CARE Super,

as a Lender

by SHENKMAN CAPITAL MANAGEMENT, INC.,

as Investment Manager
By:   /s/ Dov Braun
  Name: Dov Braun
  Title:   CFO
If a second signature is necessary:
By:    
  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

Carlyle C17 CLO, Ltd.,

as a Lender

By:   /s/ Linda Pace
 

Name: Linda Pace

 

Title:   Managing Director

If a second signature is necessary:

By:    
 

Name:

 

Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

Carlyle Global Market Strategies CLO 2012-3, Ltd.,

as a Lender

By:   /s/ Linda Pace
 

Name: Linda Pace

 

Title:   Managing Director

If a second signature is necessary:

By:    
 

Name:

 

Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

Carlyle Global Market Strategies CLO 2012-4, Ltd.,

as a Lender

By:   /s/ Linda Pace
 

Name: Linda Pace

 

Title:   Managing Director

If a second signature is necessary:

By:    
 

Name:

 

Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

Carlyle Global Market Strategies CLO 2013-1, Ltd.,

as a Lender

By:   /s/ Linda Pace
 

Name: Linda Pace

 

Title: Managing Director

If a second signature is necessary:

By:    
 

Name:

 

Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

Carlyle Global Market Strategies CLO 2013-2, Ltd.,

as a Lender

By:  

/s/ Linda Pace

  Name: Linda Pace
  Title: Managing Director
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

Carlyle Global Market Strategies CLO 2013-3, Ltd.,

as a Lender

By:  

/s/ Linda Pace

  Name: Linda Pace
  Title: Managing Director
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

Carlyle Global Market Strategies CLO 2013-4, Ltd.,

as a Lender

By:  

/s/ Linda Pace

  Name: Linda Pace
  Title: Managing Director
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

Carlyle Global Market Strategies CLO 2014-1, Ltd.,

as a Lender

By:  

/s/ Linda Pace

  Name: Linda Pace
  Title: Managing Director
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

Carlyle Global Market Strategies CLO 2014-2, Ltd.,

as a Lender

By:  

/s/ Linda Pace

  Name: Linda Pace
  Title: Managing Director
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

Carlyle Global Market Strategies CLO 2014-3, Ltd.,

as a Lender

By:  

/s/ Linda Pace

  Name: Linda Pace
  Title: Managing Director
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

Carlyle Global Market Strategies CLO 2014-4, Ltd.,

as a Lender

By:  

/s/ Linda Pace

  Name: Linda Pace
  Title: Managing Director
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

Carlyle Global Market Strategies CLO 2014-5, Ltd.,

as a Lender

By:  

/s/ Linda Pace

  Name: Linda Pace
  Title: Managing Director
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

Carlyle Global Market Strategies CLO 2015-1, Ltd.,

as a Lender

By:  

/s/ Linda Pace

  Name: Linda Pace
  Title: Managing Director
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

Carlyle Global Market Strategies CLO 2015-2, Ltd.,

as a Lender

By:  

/s/ Linda Pace

  Name: Linda Pace
  Title: Managing Director
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

Carlyle Global Market Strategies CLO 2015-3, Ltd.,

as a Lender

By:  

/s/ Linda Pace

  Name: Linda Pace
  Title: Managing Director
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

Carlyle Global Market Strategies CLO 2015-4, Ltd.,

as a Lender

By:  

/s/ Linda Pace

  Name: Linda Pace
  Title: Managing Director
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018
Carlyle Global Market Strategies CLO 2015-5, Ltd., as a Lender
By:  

/s/ Linda Pace

  Name: Linda Pace
  Title: Managing Director
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

Carlyle Global Market Strategies CLO 2016-1, Ltd.,

as a Lender

By:  

/s/ Linda Pace

  Name: Linda Pace
  Title: Managing Director
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

Carlyle Global Market Strategies CLO 2016-2 Ltd.,

as a Lender

By:  

/s/ Linda Pace

  Name: Linda Pace
  Title: Managing Director
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

Carlyle Global Market Strategies CLO 2016-3, Ltd.,

as a Lender

By:  

/s/ Linda Pace

  Name: Linda Pace
  Title: Managing Director
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

Carlyle US CLO 2016-4, Ltd.,

as a Lender

By:  

/s/ Linda Pace

  Name: Linda Pace
  Title: Managing Director
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

Carlyle US CLO 2017-1, Ltd.,

as a Lender

By:  

/s/ Linda Pace

  Name: Linda Pace
  Title: Managing Director
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

Carlyle US CLO 2017-2, Ltd.,

as a Lender

By:  

/s/ Linda Pace

  Name: Linda Pace
  Title: Managing Director
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

Carlyle US CLO 2017-3 Ltd.,

as a Lender

By:  

/s/ Linda Pace

  Name: Linda Pace
  Title: Managing Director
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

Carlyle US CLO 2017-4, Ltd.,

as a Lender

By:  

/s/ Linda Pace

  Name: Linda Pace
  Title: Managing Director
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

CATHEDRAL LAKE CLO 2013, LTD,

as a Lender

By:  

/s/ Stanton Ray

  Name: Stanton Ray
  Title: Portfolio Manager
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

CATHEDRAL LAKE II, LTD.,

as a Lender

By:  

/s/ Stanton Ray

  Name: Stanton Ray
  Title: Portfolio Manager
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amend ment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

CATHEDRAL LAKE III, LTD.,

as a Lender

By:  

/s/ Stanton Ray

  Name: Stanton Ray
  Title: Portfolio Manager
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

CATHEDRAL LAKE IV, LTD.,

as a Lender

By:  

/s/ Stanton Ray

  Name: Stanton Ray
  Title: Portfolio Manager
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

Catholic Health Initiatives Master Trust,

as a Lender

By: Bain Capital Credit, LP, as Investment Adviser and
Manager
By:  

/s/ Andrew Viens

  Name: Andrew Viens
  Title: Executive Vice President
If a second signature is necessary:
By:  

 

  Name:
  Title:

 

William Morris Endeavor Entertainment, LLC

Signature Page to Amendment


CONSENT TO CASHLESS ROLL

CONSENT TO CASHLESS ROLL (this “Consent”) in connection with Amendment No. 5 (“Amendment”) to that certain First Lien Credit Agreement, dated as of May 6, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), among WME IMG Holdings, LLC, WME IMG, LLC, (together with WME IMG Holdings, LLC, “Holdings”), William Morris Endeavor Entertainment, LLC (“WME”), IMG Worldwide Holdings, LLC (“IMG LLC” and, together with WME, the “Borrowers”), the lenders and other financial institutions or entities from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank. Unless otherwise defined herein, terms defined in the Amendment and used herein shall have the meanings given to them in the Amendment (including the form of Amended Credit Agreement attached thereto).

Existing Term Lenders / Cashless Settlement

Each undersigned Term Lender hereby irrevocably and unconditionally (i) consents to convert 100% of the outstanding principal amount of the Term Loans held by such Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into a Term B-1 Loan in a like principal amount via a cashless roll and (ii) consents to the terms of the Amendment and the Amended Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.

 

Date: May 10, 2018

Catlin Underwriting Agencies Limited for and on behalf of Syndicate 2003,

as a Lender

By: Bain Capital Credit, LP, as Investment Manager