Exhibit 10.12
Execution Version
SECOND REFINANCING AMENDMENT dated as of January 27, 2021 (this “Amendment”) to the Credit Agreement (as defined below) among Zuffa Guarantor, LLC, as Holdings (“Holdings”), UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”).
RECITALS
A. Holdings, the Borrower, the Lenders party thereto from time to time and the Administrative Agent are party to that certain First Lien Credit Agreement dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 18, 2019, and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).
B. The Credit Agreement permits the Borrower to obtain Credit Agreement Refinancing Indebtedness from any Lender or Additional Lender in respect of all or any portion of the Term Loans outstanding under the Credit Agreement in the form of Other Term Loans and Other Term Commitments pursuant to a Refinancing Amendment.
C. On the Second Refinancing Amendment Effective Date (as defined below), the Borrower intends to (i) incur additional Term Loans pursuant to Sections 2.21 and 9.02 of the Credit Agreement in an aggregate principal amount of up to $2,447,063,726.93 (any such resulting Term Loans, the “Term B-3 Loans”) and (ii) use the proceeds of the Term B-3 Loans to repay all Term Loans outstanding immediately prior to the Second Refinancing Amendment Effective Date (the “Existing Term Loans”) and accrued interest thereon and to pay fees and expenses incurred in connection with the foregoing.
D. Subject to the terms and conditions set forth herein, each Person party hereto who has delivered a signature page as a Lender agreeing to provide Term B-3 Loans (each such Person who is a Term Lender holding Existing Term Loans immediately prior to the effectiveness of this Amendment, a “Continuing Term B-3 Lender”; each such Person who is not a Continuing Term B-3 Lender, an “Additional Term B-3 Lender”; and each Continuing Term B-3 Lender and Additional Term B-3 Lender-3, a “Term B-3 Lender”) has agreed to provide a commitment (the “Term B-3 Commitment”) in the amount set forth next to its name on a schedule on file with the Administrative Agent that is approved by the Borrower (the “Second Refinancing Amendment Allocation Schedule”) (or to convert all (or such lesser amount as the Second Refinancing Amendment Arrangers may allocate) of its Existing Term Loans into Term B-3 Loans (such converted Term B-3 Loans, the “Converted Term Loans” and any such conversion of Existing Term Loans into Term B-3 Loans being referred to herein as a “Second Refinancing Conversion”)). Any Lender holding Existing Term Loans immediately prior to the effectiveness of this Amendment that is not a Term B-3 Lender is referred to herein as an “Exiting Term Lender”. In the event that any Lender is a Continuing Term B-3 Lender but receives an allocation of Term B-3 Loans in amount less than the amount of its Existing Term Loans, such Lender shall be considered an Exiting Term Lender with respect to the difference between the amount of its Existing Term Loans and the allocated amount of its Term B-3 Loans.
E. Goldman Sachs Bank USA, KKR Capital Markets LLC, Barclays Bank PLC, Citigroup Global Markets Inc., Credit Suisse Loan Funding LLC, Deutsche Bank Securities Inc., UBS Securities LLC, HSBC Securities (USA) Inc. and Morgan Stanley Senior Funding, Inc. are the joint lead arrangers and joint bookrunners for this Amendment and the Term B-3 Loans (the “Second Refinancing Amendment Arrangers”).
F. In order to effect the foregoing, Holdings, the Borrower and the other parties hereto desire to amend the Credit Agreement, subject to the terms and conditions set forth herein. This Amendment is a Refinancing Amendment contemplated by Section 2.21 of the Credit Agreement to provide for the Term B-3 Loans, which is subject to the approval of Holdings, the Borrower, the Administrative Agent and the Term B-3 Lenders, which will become effective only on the Second Refinancing Amendment Effective Date.
AGREEMENTS
In consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Holdings, the Borrower, the Term B-3 Lenders and the Administrative Agent hereby agree as follows:
ARTICLE I.
Refinancing Amendment
SECTION 1.01. Defined Terms. Capitalized terms used herein (including in the recitals hereto) and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The rules of construction specified in Section 1.03 of the Credit Agreement also apply to this Amendment.
SECTION 1.02. Term B-3 Commitments. (a) Subject to the terms and conditions set forth herein, on the Second Refinancing Amendment Effective Date, each Additional Term B-3 Lender agrees to fund a Term B-3 Loan in a principal amount not exceeding such Additional Term B-3 Lender’s Term B-3 Commitment set forth on the Second Refinancing Amendment Allocation Schedule.
(b) Subject to the terms and conditions set forth herein, on the Second Refinancing Amendment Effective Date, each Continuing Term B-3 Lender agrees to convert all (or such lesser amount as the Second Refinancing Amendment Arrangers may allocate) of its Existing Term Loans into Converted Term Loans. Without limiting the generality of the foregoing, each Continuing Term B-3 Lender shall have a commitment to acquire by Second Refinancing Conversion Converted Term Loans in the amounts of Existing Term Loans then held by such Continuing Term B-3 Lender. Each party hereto acknowledges and agrees that notwithstanding any such Second Refinancing Conversion, each such Continuing Term B-3 Lender shall be entitled to receive payment on the Second Refinancing Amendment Effective Date of the unpaid fees and interest accrued to such date with respect to all of its Existing Term Loans.
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(c) Each Lender, by delivering its signature page to this Amendment and funding, or converting its Existing Term Loans into, Term B-3 Loans on the Second Refinancing Amendment Effective Date shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or any Class of Lenders on the Second Refinancing Amendment Effective Date. The commitments of the Term B-3 Lenders are several, and no Term B-3 Lender shall be responsible for any other Term B-3 Lender’s failure to make Term B-3 Loans.
(d) Subject to the terms and conditions set forth herein, pursuant to Section 2.21 of the Credit Agreement, effective as of the Second Refinancing Amendment Effective Date, for all purposes of the Loan Documents, (i) the Term B-3 Commitments shall constitute “Term Commitments” and “Other Term Commitments”, (ii) the Term B-3 Loans shall constitute “Term Loans” and “Other Term Loans” and (iii) each Term B-3 Lender shall become an “Additional Term Lender”, “Additional Lender”, a “Term Lender” and a “Lender” (if such Term B-3 Lender is not already a Term Lender or Lender prior to the effectiveness of this Amendment) and shall have all the rights and obligations of a Lender holding a Term Loan Commitment (or, following the making of a Term B-3 Loan, a Term Loan).
(e) The Existing Term Loans of each Exiting Term Lender shall, immediately upon the effectiveness of this Amendment, be repaid in full (together with any unpaid fees and interest accrued thereon (including funding losses payable to any Exiting Term Lenders pursuant to Section 2.16 of the Credit Agreement)) with the proceeds of the Term B-3 Loans and other funds available to the Borrower. The Borrower shall, on the Second Refinancing Amendment Effective Date, pay to the Administrative Agent, for the accounts of the Persons that are Term Lenders immediately prior to the Second Refinancing Amendment Effective Date, all interest, fees and other amounts accrued to the Second Refinancing Amendment Effective Date with respect to the Existing Term Loans, whether or not such Existing Term Loans are converted pursuant to Section 1.02(b) of this Amendment.
(f) Each Lender party hereto (including each Continuing Term B-3 Lender) waives any right to compensation for losses, expenses or liabilities incurred by such Lender to which it may otherwise have been entitled pursuant to Section 2.16 of the Credit Agreement in respect of the transactions contemplated hereby.
(g) The obligation of each Term B-3 Lender to make Term B-3 Loans on the Second Refinancing Amendment Effective Date is subject to the satisfaction of the following conditions:
(i) Immediately before and after giving effect to the borrowing of the Term B-3 Loans and the repayment in full of the Existing Term Loans, the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the Second Refinancing Amendment Effective Date, and the Term B-3 Lenders shall have received a certificate of a Responsible Officer dated the Second Refinancing Amendment Effective Date to such effect.
(ii) The Administrative Agent and the Second Refinancing Amendment Arrangers shall have received a written opinion (addressed to the Administrative Agent and the Term B-3 Lenders party hereto and dated the Second Refinancing Amendment Effective Date) of (A) Simpson Thacher & Bartlett LLP, New York and Delaware counsel for the Loan Parties and (B) Lewis Roca Rothgerber Christie LLP, special Nevada counsel for the Loan Parties. The Borrower hereby requests each such counsel to deliver such opinion.
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(iii) The Administrative Agent and the Second Refinancing Amendment Arrangers shall have received a copy of (i) each Organizational Document of each Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority (or a representation that such Organizational Documents have not been amended since the date last delivered to the Administrative Agent), (ii) signature and incumbency certificates of the Responsible Officers of each Loan Party executing the Loan Documents to which it is a party (or a representation that such Responsible Officers have not changed since the date last delivered to the Administrative Agent), (iii) resolutions of the Board of Directors and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance of this Amendment, certified as of the Second Refinancing Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, and (iv) a good standing certificate (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation.
(iv) The Administrative Agent shall have received a Borrowing Request in a form reasonably acceptable to the Administrative Agent requesting that the Term B-3 Lenders make the Term B-3 Loans to the Borrower on the Second Refinancing Amendment Effective Date.
(v) The Administrative Agent and the Second Refinancing Amendment Arrangers shall have received all documentation including a certificate regarding beneficial ownership required by 31 C.F.R. §1010.230 (the “Beneficial Ownership Regulation”) at least three Business Days prior to the Second Refinancing Amendment Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least 10 Business Days prior to the Second Refinancing Amendment Effective Date and that the Administrative Agent or the Second Refinancing Amendment Arrangers have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot Act and the Beneficial Ownership Regulation.
(vi) The conditions to effectiveness of this Amendment set forth in Section 1.04 hereof (other than paragraph (b) thereof) shall have been satisfied.
(vii) Each Loan Party shall have entered into the Second Refinancing Amendment Reaffirmation Agreement.
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SECTION 1.03. Amendment of Credit Agreement. Effective as of the Second Refinancing Amendment Effective Date, the Credit Agreement is hereby amended as follows:
(i) The following definitions are hereby added in the appropriate alphabetical order to Section 1.01 (or, to the extent applicable, are hereby amended and restated in their entirety):
“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.
“Converted Term Loans” has the meaning assigned thereto in the Second Refinancing Amendment.
“Existing Term Loans” has the meaning assigned thereto in the Second Refinancing Amendment.
“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.
“Second Refinancing Amendment” means the Second Refinancing Amendment to this Agreement dated as of January 27, 2021, among Holdings, the Borrower, the Term B-3 Lenders party thereto and the Administrative Agent.
“Second Refinancing Amendment Allocation Schedule” shall mean the schedule on file with the Administrative Agent and approved by the Borrower setting forth the name of each Term B-3 Lender and, next to such name, the amount of Term B-3 Loans to be made to the Borrower in Dollars by such Term B-3 Lender on the Second Refinancing Amendment Effective Date.
“Second Refinancing Amendment Arrangers” means Goldman Sachs Bank USA, KKR Capital Markets LLC, Barclays Bank PLC, Citigroup Global Markets Inc., Credit Suisse Loan Funding LLC, Deutsche Bank Securities Inc., UBS Securities LLC, HSBC Securities (USA) Inc. and Morgan Stanley Senior Funding, Inc.
“Second Refinancing Amendment Effective Date” has the meaning assigned thereto in the Second Refinancing Amendment.
“Second Refinancing Amendment Reaffirmation Agreement” means the Reaffirmation Agreement dated as of January 27, 2021, among Holdings, the subsidiaries of Holdings party thereto, the Administrative Agent and the Collateral Agent.
“Second Refinancing Conversion” has the meaning assigned thereto in the Second Refinancing Amendment.
“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or
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any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.
“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.
(ii) The second sentence to the definition of “Alternate Base Rate” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:
“Notwithstanding the foregoing, and solely with respect to the Term Facility, the Alternate Base Rate will be deemed to be 1.75% per annum if the Alternate Base Rate calculated pursuant to the foregoing provisions would otherwise be less than 1.75% per annum.”
(iii) Clause (a) of the definition of “Applicable Rate” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:
“ (a) with respect to any Term Loan, (A) 2.00% per annum in the case of an ABR Loan or (B) 3.00% per annum in the case of a Eurocurrency Loan;”
(iv) The proviso to the first paragraph of the definition of “Applicable Rate” set forth in Section 1.01 of the Credit Agreement is hereby amended by adding the following clause (B):
“and (B) from and after the delivery of the financial statements and related Compliance Certificate for the first fiscal quarter of Holdings completed after the Second Refinancing Amendment Effective Date pursuant to Section 5.01(d)(i), with respect to clause (a) above, the Applicable Rate shall be based on the First Lien Leverage Ratio set forth in the most recent Compliance Certificate in accordance with the pricing grid below:
Level | First Lien Leverage Ratio | Term Loan ABR Loan Applicable Rate | Term Loan Eurocurrency Loan Applicable Rate | |||
1 | ≥ 3.50:1.00 | 2.00% | 3.00% | |||
3 | < 3.50:1.00 | 1.75% | 2.75% |
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(v) The definition of “Bail-In Action” set forth in Section 1.01 of the Credit Agreement is hereby amended by replacing “EEA Financial Institution” with “Affected Financial Institution”.
(vi) The definition of “Bail-In Legislation” set forth in Section 1.01 of the Credit is hereby amended and restated in its entirety as follows:
““Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).
(vii) The first sentence of the second paragraph in the definition of “LIBO Rate” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:
“Notwithstanding the foregoing, and solely with respect to the Term Facility, the Adjusted LIBO Rate will be deemed to be 0.75% per annum if the Adjusted LIBO Rate calculated pursuant to the foregoing provisions would otherwise be less than 0.75% per annum.”
(viii) The definition of “Loan Documents” set forth in Section 1.01 of the Credit Agreement is hereby amended by adding the text “the Second Refinancing Amendment,” after the text “the Sixth Amendment,” appearing in such definition.
(ix) The definition of “Security Documents” set forth in Section 1.01 of the Credit Agreement is hereby amended by adding the text “, Second Refinancing Amendment Reaffirmation Agreement” after the text “the Sixth Amendment Reaffirmation Agreement” appearing in such definition.
(x) The definition of “Term Commitment” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:
““Term Commitment” means, with respect to each Term Lender, its obligation to make a Term Loan to the Borrower pursuant to the Second Refinancing Amendment (including pursuant to a Second Refinancing Conversion of Existing Term Loans of such Term Lender) in an aggregate amount not to exceed the amount set forth on the Second Refinancing Amendment Allocation Schedule or in the Assignment and Assumption pursuant to which such Term Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. On the Second Refinancing Amendment Effective Date the initial aggregate amount of the Term Commitments is $2,447,063,726.93.”
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(xi) The definition of “Term Loan” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:
““Term Loan” means a Term Loan made pursuant to clause (a) of Section 2.01 and Other Term Loans (including a Term B-3 Loan constituting Credit Agreement Refinancing Indebtedness thereof made pursuant to, and as defined in, the Second Refinancing Amendment (including Converted Term Loans as defined herein)).”
(xii) The definition of “Write-Down and Conversion Powers” is hereby amended by adding “(a)” after “means,” and by adding the following as a new clause “and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.”
(xiii) Clause (a) of Section 2.10 of the Credit Agreement is hereby amended and restated in its entirety as follows:
“Subject to adjustment pursuant to paragraph (c) of this Section, the Borrower shall repay Term Loan Borrowings on the last day of each March, June, September and December (commencing on March 31, 2021) in the principal amount of Term Loans equal to (i) the aggregate outstanding principal amount of Term Loans on the Second Refinancing Amendment Effective Date (after giving effect to the Second Refinancing Amendment) multiplied by (ii) 0.25%; provided that if any such date is not a Business Day, such payment shall be due on the next preceding Business Day.”
(xiv) Clause (a)(i) of Section 2.11 of the Credit Agreement is hereby amended and restated in its entirety as follows:
“(a)(i) The Borrowers shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty (subject to the immediately succeeding proviso); provided that in the event that, on or prior to the date that is six months after the Second Refinancing Amendment Effective Date, the Borrowers (i) makes any prepayment of Term B-3 Loans in connection with any Repricing Transaction the primary purpose of which is to decrease the Effective
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Yield on such Term B-3 Loans or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which is to decrease the Effective Yield on the Term B-3 Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the case of clause (i), a prepayment premium of 1% of the principal amount of the Term B-3 Loans being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii), an amount equal to 1% of the aggregate amount of the applicable Term B-3 Loans outstanding immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction.”
(xv) Section 9.19 of the Credit Agreement is hereby amended by (i) replacing “EEA Financial Institutions” with “Affected Financial Institutions” and (ii) replacing “an EEA Resolution Authority” with “the applicable Resolution Authority”.
SECTION 1.04. Amendment Effectiveness. This Amendment shall become effective as of the first date (the “Second Refinancing Amendment Effective Date”) on which the following conditions have been satisfied:
(a) The Administrative Agent and the Second Refinancing Amendment Arrangers (or their counsel) shall have received from (i) the Borrower, (ii) Holdings, (iii) each Term B-3 Lender party hereto and (iv) the Administrative Agent, either (x) counterparts of this Amendment signed on behalf of such parties or (y) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed counterparts of this Amendment.
(b) The conditions to the making of the Term B-3 Loans set forth in Section 1.02(g) hereof (other than clause (vii) thereof) shall have been satisfied.
(c) The Borrower shall have obtained Term B-3 Commitments in an aggregate amount equal to $2,447,063,726.93. The Borrower shall have paid in full, or substantially concurrently with the satisfaction of the other conditions precedent set forth in this Section 1.04 shall pay in full (i) all of the Existing Term Loans (giving effect to any Second Refinancing Conversion thereof), (ii) all accrued and unpaid fees and interest with respect to the Existing Term Loans (including any such Existing Term Loans that will be converted to Term B-3 Loans on the Second Refinancing Amendment Effective Date) and (iii) to the extent invoiced, any amounts payable to the Persons that are Exiting Term Lenders immediately prior to the Second Refinancing Amendment Effective Date pursuant to Section 2.16 of the Credit Agreement, such payments to be made with the cash proceeds of the Term B-3 Loans to be made on the Second Refinancing Amendment Effective Date and other funds available to the Borrower.
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(d) The Administrative Agent and the Second Refinancing Amendment Arrangers shall have received, in immediately available funds, payment or reimbursement of all costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable in connection with this Amendment, including, to the extent invoiced at least one Business Day prior to the Second Refinancing Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Second Refinancing Amendment Arrangers.
(e) The Borrower shall have paid to the Second Refinancing Amendment Arrangers the fees, if any, in the amounts previously agreed in writing to be received on the First Amendment Refinancing Effective Date.
The Administrative Agent shall notify the Borrower, the Term B-3 Lenders and the other Lenders of the Second Refinancing Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective and the obligations of the Term B-3 Lenders hereunder to make Term B-3 Loans will automatically terminate, if each of the conditions set forth or referred to in Sections 1.02(e) and 1.04 hereof has not been satisfied at or prior to 5:00 p.m., New York City time, on January 27, 2021.
ARTICLE II.
Miscellaneous
SECTION 2.01. Representations and Warranties. (a) To induce the other parties hereto to enter into this Amendment, the Borrower represents and warrants to each of the Lenders, including the Term B-3 Lenders, and the Administrative Agent that, as of the Second Refinancing Amendment Effective Date and after giving effect to the transactions and amendments to occur on the Second Refinancing Amendment Effective Date, this Amendment has been duly authorized, executed and delivered by each of Holdings and the Borrower and constitutes, and the Credit Agreement, as amended hereby on the Second Refinancing Amendment Effective Date, will constitute, its legal, valid and binding obligation, enforceable against each of the Loan Parties in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
(b) The representations and warranties of each Loan Party set forth in the Loan Documents are, after giving effect to this Amendment on such date, true and correct in all material respects on and as of the Second Refinancing Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties were true and correct in all material respects as of such earlier date).
(c) After giving effect to this Amendment and the transactions contemplated hereby on the relevant date, no Default or Event of Default has occurred and is continuing on the Second Refinancing Amendment Effective Date.
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(d) On the Second Refinancing Amendment Effective Date, immediately after the consummation of the transactions contemplated under this Amendment to occur on the Second Refinancing Amendment Effective Date, Holdings and its Subsidiaries are, on a consolidated basis after giving effect to the transactions contemplated under this Amendment to occur on the Second Refinancing Amendment Effective Date, Solvent.
SECTION 2.02. Effect of Amendment. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of, the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. The parties hereto acknowledge and agree that the amendment of the Credit Agreement pursuant to this Amendment and all other Loan Documents amended and/or executed and delivered in connection herewith shall not constitute a novation of the Credit Agreement and the other Loan Documents as in effect prior to the Second Refinancing Amendment Effective Date. Nothing herein shall be deemed to establish a precedent for purposes of interpreting the provisions of the Credit Agreement or entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply to and be effective only with respect to the provisions of the Credit Agreement and the other Loan Documents specifically referred to herein.
(b) For U.S. federal income tax purposes, the Borrower, each Lender and the Administrative Agent shall treat the Term B-3 Loans (including the Converted Term Loans) held by the Continuing Term B-3 Lenders as fungible with the Term B-3 Loans held by the Additional Term B-3 Lenders. Additionally, the Term B-3 Loans will be treated as a single fungible loan for U.S. federal income tax purposes (whether issued for cash or in respect of the Fourth Additional Term Loans or the other Term Loans).
(c) On and after the Second Refinancing Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each reference to the Credit Agreement, “thereunder”, “thereof”, “therein” or words of like import in any other Loan Document, shall be deemed a reference to the Credit Agreement, as amended hereby. This Amendment shall constitute a Refinancing Amendment entered into pursuant to Section 2.21 of the Credit Agreement and a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.
SECTION 2.03. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York. The provisions of Sections 9.09 and 9.10 of the Credit Agreement shall apply to this Amendment to the same extent as if fully set forth herein.
SECTION 2.04. Costs and Expenses. The Borrower agrees to reimburse each of the Administrative Agent and each Second Refinancing Amendment Arranger for its reasonable out of pocket expenses in connection with this Amendment and the transactions contemplated hereby, including the reasonable fees, charges and disbursements of Cahill Gordon & Reindel LLP, counsel for the Administrative Agent and the Second Refinancing Amendment Arrangers.
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SECTION 2.05. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Delivery of any executed counterpart of a signature page of this Amendment by facsimile transmission or other electronic imaging means shall be effective as delivery of a manually executed counterpart hereof. The words “execution,” “signed,” “signature,” and words of like import in any Loan Document shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Requirements of Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
SECTION 2.06. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their officers as of the date first above written.
| ZUFFA GUARANTOR, LLC | ||
| BY | /s/ Andrew Schleimer | |
| NAME: Andrew Schleimer | ||
| TITLE: EVP & Chief Financial Officer | ||
| UFC HOLDINGS, LLC | ||
| BY | /s/ Andrew Schleimer | |
| NAME: Andrew Schleimer | ||
| TITLE: EVP & Chief Financial Officer | ||
[Signature Page to Second Refinancing Amendment]
| GOLDMAN SACHS BANK USA, as Administrative Agent | ||
| BY | /s/ Charlie Johnston | |
| Name: Charlie Johnston | ||
| Title: Authorized Signatory | ||
[Signature Page to Second Refinancing Amendment]
| GOLDMAN SACHS BANK USA, as a Term B-3 Lender | ||
| BY | /s/ Charlie Johnston | |
| Name: Charlie Johnston | ||
| Title: Authorized Signatory | ||
[Signature Page to Second Refinancing Amendment]
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
1199SEIU Health Care Employees Pension Fund, as a Lender | ||
| By: Crescent Capital Group LP, its adviser | ||
| By: | /s/ Alex Slavtchev | |
| Name: Alex Slavtchev | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | /s/ Zachary Nuzzi | |
| Name: Zachary Nuzzi | ||
| Title: Vice President | ||
Name of Fund Manager (if any): Crescent Capital Group LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| 1199 SEIU Health Care Employees Pension Fund, as a Lender | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| 522 Funding CLO 2020-6, Ltd., as a Lender | ||
| By: MS 522 CLO CM LLC as its Collateral Manager | ||
| By: | /s/ Anthony Farraye | |
| Name: Anthony Farraye | ||
| Title: Associate | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Morgan Stanley Investment Management Inc
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| ABR Reinsurance LTD., as a Lender | ||
| By: BlackRock Financial Management, Inc., its Investment Manager | ||
| By: | /s/ Rob Jacobi | |
| Name: Rob Jacobi | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): BlackRock, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
KRH US Loan Master Fund 2017-5 a series trust of Global Cayman Investment Trust By Goldman Sachs Asset Management, L.P. solely as its investment manager and not as principal, | ||
| as a Lender | ||
| By: | /s/ Mahesh Mohan | |
| Name: Mahesh Mohan | ||
| Title: Authorized Signatory | ||
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Goldman Sachs Trust on behalf of the Goldman Sachs High Yield Floating Rate Fund By: Goldman Sachs Asset Management, L.P. as investment advisor and not as principal, as a Lender | ||
| By: | /s/ Mahesh Mohan | |
Name: Mahesh Mohan Title: Authorized Signatory | ||
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Goldman Sachs Lux Investment Funds for the benefit of Goldman Sachs High Yield Floating Rate Portfolio (Lux) By Goldman Sachs Asset Management, L.P. solely as its investment advisor and not as principal, as a Lender | ||
| By: | /s/ Mahesh Mohan | |
Name: Mahesh Mohan Title: Authorized Signatory | ||
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
ABS Loans 2007 Limited, a subsidiary of Goldman Sachs Institutional Funds II PLC, as a Lender | ||
| By: | /s/ Mahesh Mohan | |
Name: Mahesh Mohan Title: Authorized Signatory | ||
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
ACE American Insurance Company, as a Lender BY: T. Rowe Price Associates, Inc. as investment advisor | ||
| By: | /s/ Rebecca Willey | |
Name: Rebecca Willey Title: Bank Loan Trader | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): T. Rowe Price Associates, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Adams Mill CLO Ltd., as a Lender By: Shenkman Capital Management, Inc., as Collateral Manager | ||
| By: | /s/ Serge Todorovich | |
Name: Serge Todorovich Title: General Counsel & Chief Compliance Officer | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
ADVANCED SERIES TRUST - AST HIGH YIELD PORTFOLIO, as a Lender | ||
| By: | /s/ Alex Sammarco | |
| Name: Alex Sammarco | ||
| Title: Executive Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): JPMorgan Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
ADVANCED SERIES TRUST - AST J.P. MORGAN GLOBAL THEMATIC PORTFOLIO, as a Lender | ||
| By: | /s/ Alex Sammarco | |
| Name: Alex Sammarco | ||
| Title: Executive Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): JPMorgan Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Advanced Series Trust - AST Fidelity Institutional AM Quantitative Portfolio, as a Lender By: FIAM LLC as Investment Manager | ||
| By: | /s/ Christopher Maher | |
| Name: Christopher Maher | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Fidelity Investments
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Advanced Series Trust - AST Western Asset Core as a Lender BY: Western Asset Management Company as Investment Manager and Agent | ||
| By: | /s/ Joanne DY | |
| Name: Joanne DY | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Shenkman Capital Floating Rate High Income Fund, as a Lender by SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager | ||
| By: | /s/ Serge Todorovich | |
| Name: Serge Todorovich | ||
| Title: General Counsel & Chief Compliance Officer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
AIG CLO 2018-1, Ltd., as a Lender By: AIG Asset Management (U.S.), LLC As its Investment Manager | ||
| By: | /s/ Brogdon,Chris | |
| Name: Brogdon, Chris | ||
| Title: Assistant Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): AIG Credit Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
AIG CLO 2019-1, Ltd., as a Lender By: AIG Asset Management (U.S.), LLC As its Investment Manager | ||
| By: | /s/ Christopher Brogdon | |
| Name: Christopher Brogdon | ||
| Title: Assistant Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): AIG Credit Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
AIG CLO 2019-2, Ltd., as a Lender By: AIG Credit Management, LLC As its Investment Manager | ||
| By: | /s/ Brogdon, Chris | |
| Name: Brogdon, Chris | ||
| Title: Assistant Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): AIG Credit Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| AIG CLO 2020-1, LLC, as a Lender | ||
| By: AIG Credit Management, LLC As its Investment Manager | ||
| By: | /s/ Brogdon, Chris | |
| Name: Brogdon, Chris | ||
| Title: Assistant Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): AIG Credit Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| AIG Rover Sub I, LLC, as a Lender | ||
| By: AIG Credit Management, LLC As its Investment Manager | ||
| By: | /s/ Chris Brogdon | |
| Name: Chris Brogdon | ||
| Title: Assistant Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): AIG Credit Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Invesco Senior Floating Rate Plus Fund, as a Lender | ||
| By: Invesco Senior Secured Management, Inc., as Investment Adviser | ||
| By: | /s/ Kevin Egan | |
| Name: Kevin Egan | ||
| Title: Authorized Individual | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| AIMCO CLO 10, Ltd., as a Lender | ||
| By: Allstate Investment Management Company, as Collateral Manager | ||
| By: | /s/ Kyle Roth | |
| Name: Kyle Roth | ||
| Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | /s/ Christopher Goergen | |
| Name: Christopher Goergen | ||
| Title: Sr. Portfolio Manager | ||
Name of Fund Manager (if any): ALLSTATE LIFE INSURANCE COMPANY
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
AIMCO CLO 11, Ltd., as a Lender By: Allstate Investment Management Company, as Portfolio Manager | ||
| By: | /s/ Kyle Roth | |
Name: Kyle Roth Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | /s/ Christopher Goergen | |
Name: Christopher Goergen Title: Sr. Portfolio Manager | ||
Name of Fund Manager (if any): ALLSTATE LIFE INSURANCE COMPANY
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
AIMCO CLO 12, Ltd., as a Lender By: Allstate Investment Management Company, as Asset Manager | ||
| By: | /s/ Kyle Roth | |
Name: Kyle Roth Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | /s/ Christopher Goergen | |
Name: Christopher Goergen Title: Sr. Portfolio Manager | ||
Name of Fund Manager (if any): ALLSTATE LIFE INSURANCE COMPANY
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
AIMCO CLO, SERIES 2018-A, as a Lender By: Allstate Investment Management Company, as Collateral Manager | ||
| By: | /s/ Kyle Roth | |
Name: Kyle Roth Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | /s/ Christopher Goergen | |
Name: Christopher Goergen Title: Sr. Portfolio Manager | ||
Name of Fund Manager (if any): ALLSTATE LIFE INSURANCE COMPANY
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
AIMCO CLO, SERIES 2015-A, as a Lender By: Allstate Investment Management Company, as Collateral Manager | ||
| By: | /s/ Kyle Roth | |
Name: Kyle Roth Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | /s/ Christopher Goergen | |
Name: Christopher Goergen Title: Sr. Portfolio Manager | ||
Name of Fund Manager (if any): ALLSTATE LIFE INSURANCE COMPANY
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
AIMCO CLO, SERIES 2017-A, as a Lender By: Allstate Investment Management Company, as Collateral Manager | ||
| By: | /s/ Kyle Roth | |
Name: Kyle Roth Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | /s/ Christopher Goergen | |
Name: Christopher Goergen Title: Sr. Portfolio Manager | ||
Name of Fund Manager (if any): ALLSTATE LIFE INSURANCE COMPANY
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
AIMCO CLO, SERIES 2018-B, as a Lender By: Allstate Investment Management Company, as Collateral Manager | ||
| By: | /s/ Kyle Roth | |
Name: Kyle Roth Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | /s/ Christopher Goergen | |
Name: Christopher Goergen Title: Sr. Portfolio Manager | ||
Name of Fund Manager (if any): ALLSTATE LIFE INSURANCE COMPANY
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Alaska Electrical Pension Fund, as a Lender | ||
| By: | /s/ Joanne Dy | |
Name: Joanne Dy Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Alinea CLO, Ltd., as a Lender By: Invesco Senior Secured Management, Inc. as | ||
| By: | /s/ Kevin Egan | |
Name: Kevin Egan Title: Authorized Individual | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| AXA IM Inc. for and on behalf of Allegro II—S CLO Limited, as a Lender | ||||
| By: | /s/ Yumiko Licznerski | |||
| Name: | Yumiko Licznerski | |||
Title: | Senior Credit Analyst | |||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): AXA
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| AXA IM Inc. for and on behalf of Allegro CLO IV, Limited, as a Lender | ||
| By: | /s/ Yumiko Licznerski | |
| Name:Yumiko Licznerski | ||
| Title:Senior Credit Analyst | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): AXA
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| AXA IM Inc. for and on behalf of Allegro CLO IX, Limited, as a Lender | ||
| By: | /s/ Yumiko Licznerski | |
| Name:Yumiko Licznerski | ||
| Title:Senior Credit Analyst | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): AXA
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| AXA IM Inc. for and on behalf of Allegro CLO V, Limited, as a Lender | ||
| By: | /s/ Yumiko Licznerski | |
| Name:Yumiko Licznerski | ||
| Title:Senior Credit Analyst | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): AXA
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| AXA IM Inc. for and on behalf of Allegro CLO VI, Limited, as a Lender | ||
| By: | /s/ Yumiko Licznerski | |
| Name:Yumiko Licznerski | ||
| Title: Senior Credit Analyst | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): AXA
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
AXA IM Inc. for and on behalf of Allegro CLO VII, Limited, as a Lender | ||
| By: | /s/ Yumiko Licznerski | |
| Name:Yumiko Licznerski | ||
| Title:Senior Credit Analyst | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): AXA
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| AXA IM Inc. for and on behalf of Allegro CLO VIII Ltd, as a Lender | ||
| By: | /s/ Yumiko Licznerski | |
| Name:Yumiko Licznerski | ||
| Title:Senior Credit Analyst | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): AXA
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
AXA IM Inc. For and on behalf of Allegro CLO X, Limited, | ||
| as a Lender | ||
| By: | /s/ Yumiko Licznerski | |
| Name: Yumiko Licznerski | ||
| Title: Senior Credit Analyst | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): AXA
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| AXA IM Inc. For and on behalf of Allegro CLO XI, Limited, as a Lender | ||
| By: | /s/ Yumiko Licznerski | |
| Name: Yumiko Licznerski | ||
| Title: Senior Credit Analyst | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): AXA
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Allegro CLO XII, Ltd, as a Lender | ||
| AXA IM INC FOR AND ON BEHALF OF Allegro CLO XII, Ltd | ||
| By: | /s/ Yumiko Licznerski | |
| Name: Yumiko Licznerski | ||
| Title: Senior Credit Analyst | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): AXA
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| ALLSTATE INSURANCE COMPANY, as a Lender | ||
| By: | /s/ Kyle Roth | |
| Name: Kyle Roth | ||
| Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | /s/ Christopher Goergen | |
| Name: Christopher Goergen | ||
| Title: Sr. Portfolio Manager | ||
Name of Fund Manager (if any): ALLSTATE LIFE INSURANCE COMPANY
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| ALLSTATE LIFE INSURANCE COMPANY, as a Lender | ||
| By: | /s/ Kyle Roth | |
| Name: Kyle Roth | ||
| Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | /s/ Christopher Goergen | |
| Name: Christopher Goergen | ||
| Title: Sr. Portfolio Manager | ||
Name of Fund Manager (if any):
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☒ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| American Century Investment Trust - High Income Fund, as a Lender | ||
| By: | /s/ Stephen Kotsen | |
| Name: Stephen Kotsen | ||
Title: Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☒ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| American Century Investment Trust - NT High Income Fund, as a Lender | ||
| By: | /s/ Stephen Kotsen | |
| Name: Stephen Kotsen | ||
| Title: Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs
Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| AMERICAN CHEMICAL SOCIETY, as a Lender | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☒ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
American General Life Insurance Company, as a Lender | ||
| By: | /s/ Deanna Leighton | |
| Name: Deanna Leighton | ||
Title: High Yield Portfolio Manager | ||
If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): AIG Asset Management (U.S), LLC, Investment Advisor
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☒ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
American Home Assurance Company, | ||
| By: | /s/ Deanna Leighton | |
| Name: Deanna Leighton | ||
| Title: High Yield Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): AIG Asset Management (U.S), LLC, Investment Advisor
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☒ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
American International Group UK Limited, as a Lender | ||
| By: | /s/ Deanna Leighton | |
| Name: Deanna Leighton | ||
| Title: High Yield Portfolio Manager | ||
If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): AIG Asset Management (U.S), LLC, Investment Advisor
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☒ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| The Variable Annuity Life Insurance Company, as a Lender | ||
| By: | /s/ Deanna Leighton | |
| Name: Deanna Leighton | ||
| Title: High Yield Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): AIG Asset Management (U.S), LLC, Investment Advisor
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☒ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK (THE), as a Lender | ||
By: | /s/ Deanna Leighton | |
| Name: Deanna Leighton | ||
| Title: High Yield Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): AIG Asset Management (U.S), LLC, Investment Advisor
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs
Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Anne Arundel County, Maryland/Anne Arundel County Retirement & Pension System, as a Lender | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs
Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Annisa CLO, Ltd., as a Lender | ||
By: Invesco RR Fund L.P. as Collateral Manager By: Invesco RR Associates LLC, as general partner By: Invesco Senior Secured Management, Inc. as sole member | ||
| By: | /s/ Egan, Kevin | |
| Name: Egan, Kevin | ||
| Title: Authorized Individual | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs
Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| AON Investments USA Inc., as a Lender | ||
| By: | /s/ Alex Sammarco | |
| Name: Alex Sammarco | ||
| Title: Executive Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): JPMorgan Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Apex Credit CLO 2016 Ltd., as a Lender | ||
| By: Apex Credit Partners, its Asset Manager | ||
| By: | /s/ Andrew Stern | |
| Name: Andrew Stern | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Apex Credit Partners LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Apex Credit CLO 2018 Ltd., as a Lender | ||
| By: | /s/ Andrew Stern | |
| Name: Andrew Stern | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Apex Credit Partners LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Apex Credit CLO 2019 Ltd., as a Lender | ||
| By: Apex Credit Partners, its Asset Manager | ||
| By: | /s/ Andrew Stern | |
| Name: Andrew Stern | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Apex Credit Partners LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Apex Credit CLO 2019-II Ltd., as a Lender | ||
| By: Apex Credit Partners LLC | ||
| By: | /s/ Andrew Stern | |
| Name: Andrew Stern | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Apex Credit Partners LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Apex Credit CLO 2020 Ltd., as a Lender | ||
| By: Apex Credit Partners, its Asset Manager | ||
| By: | /s/ Andrew Stern | |
| Name: Andrew Stern | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Apex Credit Partners LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| APIDOS CLO XI, as a Lender | ||
| BY: Its Collateral Manager CVC Credit Partners, LLC | ||
| By: | /s/ Gretchen Bergstresser | |
| Name: Gretchen Bergstresser | ||
| Title: Senior Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): CVC Credit Partners
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| APIDOS CLO XII, as a Lender | ||
| BY: Its Collateral Manager CVC Credit Partners, LLC | ||
| By: | /s/ Gretchen Bergstresser | |
| Name: Gretchen Bergstresser | ||
| Title: Senior Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): CVC Credit Partners
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| APIDOS CLO XV, as a Lender | ||
| BY: Its Collateral Manager CVC Credit Partners, LLC | ||
| By: | /s/ Gretchen Bergstresser | |
| Name: Gretchen Bergstresser | ||
| Title: Senior Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): CVC Credit Partners
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| APIDOS CLO XVIII-R, as a Lender | ||
| By: Its Collateral Manager CVC Credit Partners, LLC | ||
| By: | /s/ Gretchen Bergstresser | |
| Name: Gretchen Bergstresser | ||
| Title: Senior Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): CVC Credit Partners
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| APIDOS CLO XX, as a Lender | ||
| By: Its Collateral Manager CVC Credit Partners, LLC | ||
| By: | /s/ Gretchen Bergstresser | |
| Name: Gretchen Bergstresser | ||
| Title: Senior Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): CVC Credit Partners
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| APIDOS CLO XXI, as a Lender | ||
| By: Its Collateral Manager CVC Credit Partners, LLC | ||
| By: | /s/ Gretchen Bergstresser | |
| Name: Gretchen Bergstresser | ||
| Title: Senior Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): CVC Credit Partners
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| APIDOS CLO XXII, as a Lender | ||
| By: Its Collateral Manager CVC Credit Partners, LLC | ||
| By: | /s/ Gretchen Bergstresser | |
| Name: Gretchen Bergstresser | ||
| Title: Senior Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): CVC Credit Partners
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Apidos CLO XXIII, as a Lender | ||
| By: Its Collateral Manager, CVC Credit Partners, LLC | ||
| By: | /s/ Gretchen Bergstresser | |
| Name: Gretchen Bergstresser | ||
| Title: Senior Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): CVC Credit Partners
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| APIDOS CLO XXIV, as a Lender | ||
| By: Its Collateral Manager CVC Credit Partners, LLC | ||
| By: | /s/ Gretchen Bergstresser | |
| Name: Gretchen Bergstresser | ||
| Title: Senior Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): CVC Credit Partners
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Apidos CLO XXIX, as a Lender | ||
| By: | /s/ Gretchen Bergstresser | |
| Name: Gretchen Bergstresser | ||
| Title: Senior Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): CVC Credit Partners
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
APIDOS CLO XXV, as a Lender | ||
| By: Its Collateral Manager CVC Credit Partners | ||
| By: | /s/ Gretchen Bergstresser | |
| Name: Gretchen Bergstresser | ||
| Title: Senior Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): CVC Credit Partners
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
APIDOS CLO XXVI, as a Lender | ||
| By: | /s/ Gretchen Bergstresser | |
| Name: Gretchen Bergstresser | ||
| Title: Senior Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): CVC Credit Partners
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
APIDOS CLO XXVII, as a Lender | ||
| By: | /s/ Gretchen Bergstresser | |
| Name: Gretchen Bergstresser | ||
| Title: Senior Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): CVC Credit Partners
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Apidos CLO XXVIII, as a Lender | ||
| By: Its Collateral Manager CVC CREDIT PARTNERS U.S. CLO MANAGEMENT LLC, | ||
| By: | /s/ Gretchen Bergstresser | |
| Name: Gretchen Bergstresser | ||
| Title: Senior Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): CVC Credit Partners
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Apidos CLO XXX, as a Lender | ||
| By: Its Collateral Manager CVC CREDIT PARTNERS U.S. CLO MANAGEMENT LLC | ||
| By: | /s/ Gretchen Bergstresser | |
| Name: Gretchen Bergstresser | ||
| Title: Senior Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): CVC Credit Partners
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Apidos CLO XXXI, as a Lender | ||
| By: Its Collateral Manager CVC CREDIT PARTNERS U.S. CLO MANAGEMENT LLC, | ||
| By: | /s/ Gretchen Bergstresser | |
| Name: Gretchen Bergstresser | ||
| Title: Senior Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): CVC Credit Partners
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Apidos CLO XXXII, as a Lender | ||
| By: Its Collateral Manager CVC CREDIT PARTNERS U.S. CLO MANAGEMENT LLC | ||
| By: | /s/ Gretchen Bergstresser | |
| Name: Gretchen Bergstresser | ||
| Title: Senior Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): CVC Credit Partners
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Apidos CLO XXXIII, as a Lender | ||
By: Its Collateral Manager CVC CREDIT PARTNERS U.S. CLO MANAGEMENT LLC | ||
| By: | /s/ Gretchen Bergstresser | |
Name: Gretchen Bergstresser | ||
Title: Senior Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): CVC Credit Partners
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Apidos CLO XXXIV, as a Lender | ||
By: Its Collateral Manager CVC CREDIT PARTNERS U.S. CLO MANAGEMENT LLC | ||
| By: | /s/ Gretchen Bergstresser | |
| Name: Gretchen Bergstresser | ||
| Title: Senior Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): CVC Credit Partners
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| DoubleLine Capital LP as Investment Advisor to: Arch Reinsurance Ltd., as a Lender | ||
| By: | /s/ Oi Jong Martel | |
| Name: Oi Jong Martel | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): DoubleLine Capital LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Ares Institutional Loan Fund, L.P., as a Lender | ||
By: Ares Management LLC, its Investment Manager | ||
| By: | /s/ Charles Williams | |
| Name: Charles Williams | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Ares Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Ares L CLO Ltd., | ||
By: Ares CLO Management LLC, its asset manager | ||
| By: | /s/ Charles Williams | |
| Name: Charles Williams | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Ares Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Ares LI CLO Ltd., as a Lender | ||
By: Ares CLO Management LLC | ||
| By: | /s/ Charles Williams | |
| Name: Charles Williams | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Ares Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Ares LII CLO Ltd., as a Lender | ||
By: Ares CLO Management LLC, its Asset Manager | ||
| By: | /s/ Charles Williams | |
| Name: Charles Williams | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Ares Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Ares LIII CLO Ltd., as a Lender | ||
| By: Ares CLO Management LLC, its portfolio manager | ||
| By: | /s/ Charles Williams | |
Name: Charles Williams | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: | ||
| Title: | ||
Name of Fund Manager (if any): Ares Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| ARES LIV CLO Ltd., as a Lender | ||
| By: Ares CLO Management LLC, its asset manager | ||
| By: | /s/ Charles Williams | |
| Name: Charles Williams | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Ares Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Ares LV CLO Ltd., as a Lender | ||
| By: Ares CLO Management LLC, as its Asset Manager | ||
| By: | /s/ Charles Williams | |
| Name: Charles Williams | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Ares Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Ares LVI CLO Ltd., as a Lender | ||
| By: | /s/ Charles Williams | |
| Name: Charles Williams | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Ares Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Ares LVII CLO Ltd., as a Lender | ||
| By: Ares CLO Management LLC, as Asset Manager | ||
| By: | /s/ Charles Williams | |
| Name: Charles Williams | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Ares Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Ares LVIII CLO LTD., as a Lender | ||
| By: Ares CLO Management LLC, as its Asset Manager | ||
| By: | /s/ Charles Williams | |
| Name: Charles Williams | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Ares Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Ares Senior Loan Trust, as a Lender | ||
| BY: Ares Senior Loan Trust Management, L.P., Its Investment Adviser | ||
| By: Ares Senior Loan Trust Management, LLC, Its General Partner | ||
| By: | /s/ Charles Williams | |
| Name: Charles Williams | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Ares Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Ares XL CLO Ltd., as a Lender | ||
| By: Ares CLO Management II LLC, its asset manager | ||
| By: | /s/ Charles Williams | |
| Name: Charles Williams | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Ares Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Ares XLI CLO Ltd., as a Lender | ||
| By: Ares CLO Management II LLC, its asset manager | ||
| By: | /s/ Charles Williams | |
Name: Charles Williams Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Ares Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Ares XLII CLO Ltd., as a Lender | ||
| By: Ares CLO Management LLC, its asset manager | ||
| By: | /s/ Charles Williams | |
Name: Charles Williams Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Ares Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Ares XLIII CLO Ltd., as a Lender | ||
| By: Ares CLO Management LLC, as its Asset Manager | ||
| By: | /s/ Charles Williams | |
Name: Charles Williams Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Ares Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Ares XLIV CLO Ltd., as a Lender | ||
| By: Ares CLO Management II LLC, its Asset Manager | ||
| By: | /s/ Charles Williams | |
Name: Charles Williams Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Ares Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
ARES XLIX CLO LTD., as a Lender | ||
| By: Ares CLO Management LLC, its asset manager | ||
| By: | /s/ Charles Williams | |
Name: Charles Williams Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Ares Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Ares XLV CLO Ltd., as a Lender | ||
| By: Ares CLO Management II LLC, its Asset Manager | ||
| By: | /s/ Charles Williams | |
Name: Charles Williams Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Ares Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Ares XLVI CLO Ltd., as a Lender | ||
| By: Ares CLO Management LLC, as its Asset Manager | ||
| By: | /s/ Charles Williams | |
Name: Charles Williams Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Ares Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs
Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Ares XLVII CLO Ltd., as a Lender | ||
| By: Ares CLO Management II LLC, as Asset Manager | ||
| By: | /s/ Charles Williams | |
| Name: Charles Williams | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Ares Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Ares XLVIII CLO Ltd., as a Lender | ||
| By: Ares CLO Management II LLC, as its Asset Manager | ||
| By: | /s/ Charles Williams | |
| Name: Charles Williams | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Ares Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Ares XXVII CLO, Ltd., as a Lender | ||
| By: Ares CLO Management LLC, its asset manager | ||
| By: | /s/ Charles Williams | |
| Name: Charles Williams | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Ares Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Ares XXVIIIR CLO Ltd., as a Lender | ||
| By: Ares CLO Management LLC, its Asset Manager | ||
| By: | /s/ Charles Williams | |
| Name: Charles Williams | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Ares Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Ares XXXIIR CLO Ltd, as a Lender | ||
| By: Ares CLO Management LLC, its Asset Manager | ||
| By: | /s/ Charles Williams | |
| Name: Charles Williams | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Ares Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Ares XXXIR CLO Ltd., as a Lender | ||
| By: Ares CLO Management LLC, as Asset Manager | ||
| By: | /s/ Charles Williams | |
| Name: Charles Williams | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Ares Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Ares XXXIV CLO Ltd., as a Lender | ||
| By: Ares CLO Management LLC, its asset manager | ||
| By: | /s/ Charles Williams | |
| Name: Charles Williams | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Ares Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Ares XXXIX CLO Ltd., as a Lender | ||
| By: Ares CLO Management II LLC, its asset manager | ||
| By: | /s/ Charles Williams | |
| Name: Charles Williams | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Ares Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Ares XXXVII CLO Ltd., as a Lender | ||
| By: Ares CLO Management LLC, its asset manager | ||
| By: | /s/ Charles Williams | |
| Name: Charles Williams | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Ares Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Ares XXXVIII CLO Ltd., as a Lender | ||
| By: Ares CLO Management II LLC, its asset manager | ||
| By: | /s/ Charles Williams | |
| Name: Charles Williams | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Ares Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Ares XXXVR CLO Ltd., as a Lender | ||
| By: Ares CLO Management LLC, its asset manager | ||
| By: | /s/ Charles Williams | |
| Name: Charles Williams | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Ares Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Ascension Alpha Fund, LLC, as a Lender | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Associated Electric & Gas Insurance Services Limited, | ||
| by SHENKMAN CAPITAL MANAGEMENT, INC., | ||
| as Investment Manager | ||
| By: | /s/ Serge Todorovich | |
| Name: Serge Todorovich | ||
| Title: General Counsel & Chief Compliance Officer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
AUSTRALIANSUPER, as a Lender | ||
| By: Credit Suisse Asset Management, LLC, as sub-advisor to Bentham Asset Management Pty Ltd. in its capacity as agent of and investment manager for AustralianSuper Pty Ltd. in its capacity as trustee of AustralianSuper | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| AXA IM Paris SA for and on behalf of AXA IM Loan Limited, | ||
| as a Lender | ||
| By: | /s/ Yumiko Licznerski | |
| Name: Yumiko Licznerski | ||
| Title: Senior Credit Analyst | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): AXA
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| BA/CSCREDIT 1 LLC, | ||
| as a Lender | ||
| By: Credit Suisse Asset Management, LLC, as investment manager | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| BAE SYSTEMS 2000 PENSION PLAN TRUSTEES LIMITED, | ||
| as a Lender | ||
| BY: Oak Hill Advisors, L.P., as Manager | ||
| By: | /s/ Alan Schrager | |
| Name: Alan Schrager | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Oak Hill Advisors, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| BAE SYSTEMS PENSION FUNDS CIF TRUSTEES LIMITED, | ||
| as a Lender | ||
| BY: Oak Hill Advisors, L.P., as Manager | ||
| By: | /s/ Alan Schrager | |
| Name: Alan Schrager | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Oak Hill Advisors, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Ballyrock CLO 14 Ltd., | ||
| as a Lender | ||
| By: Ballyrock Investment Advisors LLC, as Collateral Manager | ||
| By: | /s/ Christopher Maher | |
| Name: Christopher Maher | ||
| Title: Authorized Signatory | ||
If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Fidelity Investments
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Ballyrock CLO 2016-1 LTD, as a Lender | ||
| By: BALLYROCK Investment Advisors LLC, as Collateral Manager | ||
| By: | /s/ Christopher Maher | |
| Name: Christopher Maher | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Fidelity Investments
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Ballyrock CLO 2018-1 LTD, as a Lender | ||
| By: BALLYROCK Investment Advisors LLC, as Collateral Manager | ||
| By: | /s/ Christopher Maher | |
| Name: Christopher Maher | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Fidelity Investments
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Ballyrock CLO 2019-1 LTD, as a Lender | ||
| By: Ballyrock Investment Advisors LLC, as Collateral Manager | ||
| By: | /s/ Christopher Maher | |
| Name: Christopher Maher | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
Title: | ||
Name of Fund Manager (if any): Fidelity Investments
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Ballyrock CLO 2019-2 Ltd., | ||
| as a Lender | ||
By: Ballyrock Investment Advisors LLC, as Collateral Manager | ||
| By: | /s/ Christopher Maher | |
| Name: Christopher Maher | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Fidelity Investments
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Ballyrock CLO 2020-1 Ltd., | ||
| as a Lender | ||
| By: Ballyrock Investment Advisors LLC, as Collateral Manager | ||
| By: | /s/ Christopher Maher | |
| Name: Christopher Maher | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Fidelity Investments
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Ballyrock CLO 2020-2 Ltd., | ||
| as a Lender | ||
| By: Ballyrock Investment Advisors LLC, as Collateral Manager | ||
| By: | /s/ Christopher Maher | |
| Name: Christopher Maher | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Fidelity Investments
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Bandera Strategic Credit Partners I, L.P., | ||
| as a Lender | ||
| By: GSO Capital Advisors LLC Its: Investment Manager | ||
| By: | /s/ Thomas Iannarone | |
| Name: Thomas Iannarone | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): GSO Capital Partners LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Bandera Strategic Credit Partners II, LP, | ||
| as a Lender | ||
| By: Octagon Credit Investors, LLC as Investment Manager | ||
| By: | /s/ Kimberly Wong Lem | |
| Name: Kimberly Wong Lem | ||
| Title: Vice President, Portfolio Administration | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Octagon Credit Investors, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☐ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| �� | ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Bank of America, N.A., | ||
| as a Lender (type name of the legal entity) | ||
| By: | /s/ Miles Hanes | |
| Name: Miles Hanes | ||
| Title: AVP | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any):__________________
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| The Bank of New York Mellon Corporation Retirement Plans Master Trust, as a Lender | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Barclays Bank PLC, | ||
as a Lender | ||
| By: | /s/ Jacqueline Custodio | |
| Name: Jacqueline Custodio | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any):
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Bardot CLO, Ltd., | ||
as a Lender | ||
| By: | Invesco RR Associates LLC, as general partner | |
| By: | Invesco Senior Secured Management, Inc. as sole member | |
| By: | /s/ Egan, Kevin | |
| Name: Egan, Kevin | ||
| Title: Authorized Individual | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Beechwood Park CLO, Ltd., | ||
as a Lender | ||
by GSO/Blackstone Debt Funds Management LLC as Collateral Manager | ||
| By: | /s/ Thomas Iannarone | |
| Name: Thomas Iannarone | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): GSO Capital Partners LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amendedp, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Benefit Street Partners CLO II, Ltd., as a Lender | ||
| By: | /s/ Todd Marsh | |
| Name: Todd Marsh | ||
| Title: Authorized Signer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Benefit Street Partners LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Benefit Street Partners CLO III, Ltd., as a Lender | ||
| By: | /s/ Todd Marsh | |
| Name: Todd Marsh | ||
| Title: Authorized Signer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Benefit Street Partners LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Benefit Street Partners CLO IV, Ltd., as a Lender | ||
| By: | /s/ Todd Marsh | |
| Name: Todd Marsh | ||
| Title: Authorized Signer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
Title: | ||
Name of Fund Manager (if any): Benefit Street Partners LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Benefit Street Partners CLO IX, Ltd., as a Lender | ||
| By: | /s/ Todd Marsh | |
| Name: Todd Marsh | ||
| Title: Authorized Signer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Benefit Street Partners LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Benefit Street Partners CLO V-B, Ltd., as a Lender | ||
| By: | /s/ Todd Marsh | |
| Name: Todd Marsh | ||
| Title: Authorized Signer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Benefit Street Partners LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Benefit Street Partners CLO VI, Ltd., as a Lender | ||
| By: | /s/ Todd Marsh | |
| Name: Todd Marsh | ||
| Title: Authorized Signer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Benefit Street Partners LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Benefit Street Partners CLO VIII, Ltd., as a Lender | ||
| By: | /s/ Todd Marsh | |
| Name: Todd Marsh | ||
| Title: Authorized Signer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Benefit Street Partners LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Benefit Street Partners CLO X, Ltd., as a Lender | ||
| By: | /s/ Todd Marsh | |
| Name: Todd Marsh | ||
| Title: Authorized Signer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Benefit Street Partners LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Benefit Street Partners CLO XI, Ltd., as a Lender | ||
| By: | /s/ Todd Marsh | |
| Name: Todd Marsh | ||
| Title: Authorized Signer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Benefit Street Partners LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Benefit Street Partners CLO XII, Ltd., as a Lender | ||
| By: | /s/ Todd Marsh | |
| Name: Todd Marsh | ||
| Title: Authorized Signer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Benefit Street Partners LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Benefit Street Partners CLO XIV, Ltd., as a Lender | ||
| By: | /s/ Todd Marsh | |
| Name: Todd Marsh | ||
| Title: Authorized Signer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Benefit Street Partners LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Benefit Street Partners CLO XIX, Ltd., as a Lender | ||
| By: | /s/ Todd Marsh | |
| Name: Todd Marsh | ||
| Title: Authorized Signer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Benefit Street Partners LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Benefit Street Partners CLO XV, Ltd., as a Lender | ||
| By: | /s/ Todd Marsh | |
| Name: Todd Marsh | ||
| Title: Authorized Signer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Benefit Street Partners LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Benefit Street Partners CLO XVI, Ltd., as a Lender | ||
| By: | /s/ Todd Marsh | |
| Name: Todd Marsh | ||
| Title: Authorized Signer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Benefit Street Partners LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Benefit Street Partners CLO XVII, Ltd., as a Lender | ||
| By: | /s/ Todd Marsh | |
| Name: Todd Marsh | ||
| Title: Authorized Signer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Benefit Street Partners LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Benefit Street Partners CLO XVIII, Ltd., as a Lender | ||
| By: | /s/ Todd Marsh | |
| Name: Todd Marsh | ||
| Title: Authorized Signer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Benefit Street Partners LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Benefit Street Partners CLO XX, Ltd., as a Lender | ||
By: | /s/ Todd Marsh | |
| Name: Todd Marsh | ||
| Title: Authorized Signer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Benefit Street Partners LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Benefit Street Partners CLO XXI, Ltd., | ||
| as a Lender | ||
| By: | /s/ Todd Marsh | |
| Name: Todd Marsh | ||
| Title: Authorized Signer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Benefit Street Partners LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Benefit Street Partners CLO XXII, Ltd., as a Lender | ||
| By: | /s/ Todd Marsh | |
| Name: Todd Marsh | ||
| Title: Authorized Signer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Benefit Street Partners LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Betony CLO, Ltd., as a Lender By: Invesco Senior Secured Management, Inc. as Collateral Manager | ||
| By: | /s/ Kevin Egan | |
| Name: Kevin Egan | ||
| Title: Authorized Individual | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Bill & Melinda Gates Foundation Trust, as a Lender | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☐ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
_________________________________________________, as a Lender (type name of the legal entity) | ||
| By: | /s/ Illegible | |
| Name: | ||
| Title: |
If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any):__________________
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
BJC Health System, as a Lender BY: GSO Capital Advisors II LLC, As its Investment Manager | ||
| By: | /s/ Thomas Iannarone | |
| Name: Thomas Iannarone | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): GSO Capital Partners LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
BJC Pension Plan Trust, as a Lender BY: GSO Capital Advisors LLC, its Investment Manager | ||
| By: | /s/ Thomas Iannarone | |
| Name: Thomas Iannarone | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): GSO Capital Partners LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Black Diamond CLO 2016-1 Ltd., as a Lender By: Black Diamond CLO 2016-1 Adviser, L.L.C. As its Collateral Manager | ||
| By: | /s/ Stephen H. Deckoff | |
| Name: Stephen H. Deckoff | ||
| Title: Managing Principal | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Black Diamond Capital Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Black Diamond CLO 2017-1 Ltd., as a Lender By: Black Diamond CLO 2017-1 Adviser, L.L.C. As its Collateral Manager | ||
| By: | /s/ Stephen H. Deckoff | |
| Name: Stephen H. Deckoff | ||
| Title: Managing Principal | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Black Diamond Capital Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Black Diamond CLO 2019-2, Ltd., as a Lender | ||
| By: Black Diamond CLO 2019-2 Adviser, L.L.C. As its Collateral Manager | ||
| By: | /s/ Stephen H. Deckoff | |
| Name: Stephen H. Deckoff | ||
| Title: Managing Principal | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Black Diamond Capital Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Black Diamond Credit Strategies Master Fund, Ltd., as a Lender | ||
| BY: BDCM Fund Adviser, L.L.C., Its Investment Manager | ||
| By: | /s/ Stephen H. Deckoff | |
| Name: Stephen H. Deckoff | ||
| Title: Managing Principal | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Black Diamond Capital Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| BlackRock Dynamic High Income Portfolio 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: | ||
Name of Fund Manager (if any): BlackRock, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| BLACKROCK MANAGED INCOME FUND OF BLACKROCK FUNDS II, as a Lender | ||
| By: BlackRock Advisors LLC, its Investment Manager | ||
| By: | /s/ Rob Jacobi | |
| Name: Rob Jacobi | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): BlackRock, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| BlackRock Funds II, BlackRock Multi-Asset 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: | ||
Name of Fund Manager (if any): BlackRock, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| BlackRock Floating Rate Income Portfolio of BlackRock Funds V, 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: | ||
Name of Fund Manager (if any): BlackRock, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| 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: | ||
Name of Fund Manager (if any): BlackRock, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| BlackRock Multi-Strategy Credit Master Fund Ltd., 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: | ||
Name of Fund Manager (if any): BlackRock, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| JPMBI re Blackrock Bankloan Fund, as a Lender | ||
| BY: BlackRock Financial Management Inc., as Sub-Advisor | ||
| By: | /s/ Rob Jacobi | |
| Name: Rob Jacobi | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): BlackRock, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Multi-Strategy Credit Fund, as a Lender | ||
| By: BlackRock Financial Management Inc., as Sub-Advisor | ||
| By: | /s/ Rob Jacobi | |
| Name: Rob Jacobi | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): BlackRock, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Blackstone / GSO Secured Trust Ltd., as a Lender | ||
| BY: GSO / Blackstone Debt Funds Management LLC as Investment Manager | ||
| By: | /s/ Thomas Iannarone | |
| Name: Thomas Iannarone | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): GSO Capital Partners LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Blackstone Diversified Multi-Strategy Fund, as a Lender | ||
| By: | /s/ Thomas Iannarone | |
| Name: Thomas Iannarone | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): GSO Capital Partners LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Blackstone Alternative Multi-Strategy Sub Fund III LLC, as a Lender | ||
| By: | /s/ Thomas Iannarone | |
| Name: Thomas Iannarone | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): GSO Capital Partners LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Blackstone Diversified Alternatives Asset Holdco L.L.C., as a Lender | ||
| By: GSO Capital Advisors LLC, as Investment Manager | ||
| By: | /s/ Thomas Iannarone | |
| Name: Thomas Iannarone | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): GSO Capital Partners LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| BLACKSTONE HARRINGTON PARTNERS L.P., as a Lender | ||
| By: Blackstone Real Estate Special Situations Advisors L.L.C., its Investment Advisor | ||
| By: | /s/ Thomas Iannarone | |
| Name: Thomas Iannarone | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): GSO Capital Partners LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| BLACKSTONE TREASURY ASIA PTE. LTD., as a Lender | ||
| BY: GSO Capital Advisors LLC, its Investment Manager | ||
| By: | /s/ Thomas Iannarone | |
| Name: Thomas Iannarone | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): GSO Capital Partners LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| BLACKSTONE TREASURY SOLUTIONS MASTER FUND L.P., as a Lender | ||
| By: GSO Capital Advisors LLC, its Investment Manager | ||
| By: | /s/ Thomas Iannarone | |
| Name: Thomas Iannarone | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): GSO Capital Partners LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Bleeker Ltd, as a Lender | ||
| By: CBAM CLO Management LLC, as Portfolio Manager | ||
| By: | /s/ Sagar Karsaliya | |
| Name: Sagar Karsaliya | ||
| Title: Associate | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): CBAM
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| BlueMountain CLO 2012-2 Ltd, as a Lender | ||
| By: BlueMountain Capital Management LLC, Its Collateral Manager | ||
| By: | /s/ Brittany Lucatuorto | |
| Name: Brittany Lucatuorto | ||
| Title: Analyst | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): ASSURED INVESTMENT MANAGEMENT LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Bluemountain CLO 2013-1 LTD., as a Lender | ||
| By: BlueMountain Capital Management LLC, Its Collateral Manager | ||
| By: | /s/ Brittany Lucatuorto | |
| Name: Brittany Lucatuorto | ||
| Title: Analyst | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): ASSURED INVESTMENT MANAGEMENT LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Bluemountain CLO 2013-2 LTD., as a Lender | ||
| By: BlueMountain Fuji Management LLC, Series A, Its Collateral Manager | ||
| By: | /s/ Brittany Lucatuorto | |
| Name: Brittany Lucatuorto | ||
| Title: Analyst | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): ASSURED INVESTMENT MANAGEMENT LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
BlueMountain CLO 2014-2 Ltd, as a Lender | ||
| By: BlueMountain Capital Management LLC, Its Collateral Manager | ||
| By: | /s/ Brittany Lucatuorto | |
| Name: Brittany Lucatuorto | ||
| Title: Analyst | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): ASSURED INVESTMENT MANAGEMENT LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
BlueMountain CLO 2015-2, Ltd., as a Lender | ||
| By: BlueMountain Capital Management LLC, Its Collateral Manager | ||
| By: | /s/ Brittany Lucatuorto | |
| Name: Brittany Lucatuorto | ||
| Title: Analyst | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): ASSURED INVESTMENT MANAGEMENT LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
BlueMountain CLO 2015-3 Ltd, as a Lender | ||
| By: BlueMountain Capital Management LLC, Its Collateral Manager | ||
| By: | /s/ Brittany Lucatuorto | |
| Name: Brittany Lucatuorto | ||
| Title: Analyst | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): ASSURED INVESTMENT MANAGEMENT LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
BlueMountain CLO 2015-4, Ltd., as a Lender | ||
| By: BlueMountain Capital Management LLC, Its Collateral Manager | ||
| By: | /s/ Brittany Lucatuorto | |
| Name: Brittany Lucatuorto | ||
| Title: Analyst | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): ASSURED INVESTMENT MANAGEMENT LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| BlueMountain CLO 2016-2, Ltd., as a Lender | ||
| By: BlueMountain Capital Management LLC, its Collateral Manager | ||
| By: | /s/ Brittany Lucatuorto | |
| Name: Brittany Lucatuorto | ||
| Title: Analyst | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): ASSURED INVESTMENT MANAGEMENT LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| BlueMountain CLO 2016-3 Ltd, as a Lender | ||
| By: BlueMountain Capital Management LLC, Its Collateral Manager | ||
| By: | /s/ Brittany Lucatuorto | |
| Name: Brittany Lucatuorto | ||
| Title: Analyst | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): ASSURED INVESTMENT MANAGEMENT LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| BlueMountain CLO 2018-1 Ltd, as a Lender | ||
| By: BlueMountain Capital Management LLC, its Collateral Manager | ||
| By: | /s/ Brittany Lucatuorto | |
| Name: Brittany Lucatuorto | ||
| Title: Analyst | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): ASSURED INVESTMENT MANAGEMENT LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| BlueMountain CLO 2018-2, Ltd., as a Lender | ||
| By: BlueMountain Capital Management LLC, Its Collateral Manager | ||
| By: | /s/ Brittany Lucatuorto | |
| Name: Brittany Lucatuorto | ||
| Title: Analyst | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): ASSURED INVESTMENT MANAGEMENT LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| BlueMountain CLO 2018-3 Ltd., as a Lender | ||
| By: BlueMountain Capital Management LLC, its Collateral Manager | ||
| By: | /s/ Brittany Lucatuorto | |
| Name: Brittany Lucatuorto | ||
| Title: Analyst | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): ASSURED INVESTMENT MANAGEMENT LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| BlueMountain CLO XXII Ltd, as a Lender | ||
| By: BlueMountain Capital Management LLC, its Collateral Manager | ||
| By: | /s/ Brittany Lucatuorto | |
| Name: Brittany Lucatuorto | ||
| Title: Analyst | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): ASSURED INVESTMENT MANAGEMENT LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| BlueMountain CLO XXIII Ltd., as a Lender | ||
| By: BlueMountain Capital Management LLC, its Collateral Manager | ||
| By: | /s/ Brittany Lucatuorto | |
| Name: Brittany Lucatuorto | ||
| Title: Analyst | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): ASSURED INVESTMENT MANAGEMENT LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| BlueMountain CLO XXIV Ltd, as a Lender | ||
| By: BlueMountain Capital Management LLC, its Collateral Manager | ||
| By: | /s/ Brittany Lucatuorto | |
| Name: Brittany Lucatuorto | ||
| Title: Analyst | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): ASSURED INVESTMENT MANAGEMENT LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| BlueMountain CLO XXIX Ltd., as a Lender | ||
| By: BlueMountain Capital Management LLC, its Collateral Manager | ||
| By: | /s/ Brittany Lucatuorto | |
| Name: Brittany Lucatuorto | ||
| Title: Analyst | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): ASSURED INVESTMENT MANAGEMENT LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| BlueMountain CLO XXV, as a Lender | ||
| By: BlueMountain Capital Management LLC, its Collateral Manager | ||
| By: | /s/ Brittany Lucatuorto | |
| Name: Brittany Lucatuorto | ||
| Title: Analyst | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): ASSURED INVESTMENT MANAGEMENT LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| BlueMountain CLO XXVI Ltd., as a Lender | ||
| By: BlueMountain Capital Management LLC, its Collateral Manager | ||
| By: | /s/ Brittany Lucatuorto | |
| Name: Brittany Lucatuorto | ||
| Title: Analyst | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): ASSURED INVESTMENT MANAGEMENT LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| BlueMountain CLO XXVIII, Ltd, as a Lender | ||
| By: BlueMountain Capital Management LLC, its Collateral Manager | ||
| By: | /s/ Brittany Lucatuorto | |
| Name: Brittany Lucatuorto | ||
| Title: Analyst | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): ASSURED INVESTMENT MANAGEMENT LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
BlueMountain CLO XXX Ltd., as a Lender | ||
By: Assured Investment Management LLC, its Collateral Manager | ||
| By: | /s/ Brittany Lucatuorto | |
Name: Brittany Lucatuorto Title: Analyst | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): ASSURED INVESTMENT MANAGEMENT LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
BlueMountain Fuji US CLO I, Ltd., as a Lender | ||
| By: BlueMountain Fuji Management LLC, Series A, Its Collateral Manager | ||
| By: | /s/ Brittany Lucatuorto | |
Name: Brittany Lucatuorto Title: Analyst | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): ASSURED INVESTMENT MANAGEMENT LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
BlueMountain Fuji US CLO II, Ltd., as a Lender | ||
| By: BlueMountain Fuji Management LLC, Series A, Its Collateral Manager | ||
| By: | /s/ Brittany Lucatuorto | |
Name: Brittany Lucatuorto Title: Analyst | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): ASSURED INVESTMENT MANAGEMENT LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
BlueMountain Fuji US CLO III, Ltd., as a Lender | ||
| By: BlueMountain Fuji Management LLC, Series A, Its Collateral Manager | ||
| By: | /s/ Brittany Lucatuorto | |
Name: Brittany Lucatuorto Title: Analyst | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): ASSURED INVESTMENT MANAGEMENT LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
BNY Mellon Investment Funds IV, Inc. - BNY Mellon Floating Rate Income Fund, | ||
| By: | /s/ Miguel Contreras | |
Name: Miguel Contreras Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Alcentra NY, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Board of Pensions of the Evangelical Lutheran Church in America, as a Lender BY: T. Rowe Price Associates, Inc. as investment advisor | ||
| By: | /s/ Rebecca Willey | |
Name: Rebecca Willey Title: Bank Loan Trader | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): T. Rowe Price Associates, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
BOC Pension Investment Fund, as a Lender BY: Invesco Senior Secured Management, Inc. as Attorney in Fact | ||
| By: | /s/ Kevin Egan | |
Name: Kevin Egan Title: Authorized Individual | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs
Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Boilermaker-Blacksmith National Pension Trust, as a Lender | ||
| By: | /s/ Joanne Dy | |
Name: Joanne Dy Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs
Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Boston Retirement System, as a Lender By: Crescent Capital Group LP, its adviser | ||
| By: | /s/ Alex Slavtchev | |
Name: Alex Slavtchev Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | /s/ Zachary Nuzzi | |
Name: Zachary Nuzzi Title: Vice President | ||
Name of Fund Manager (if any): Crescent Capital Group LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs
Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
BP Pension Fund, as a Lender | ||
| By: | /s/ Alan Schrager | |
Name: Alan Schrager Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Oak Hill Advisors, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Bridge Builder Trust - Bridge Builder Core Plus Bond Fund, as a Lender By: T. Rowe Price Associates, Inc., as investment sub-adviser | ||
| By: | /s/ Rebecca Willey | |
Name: Rebecca Willey Title: Bank Loan Trader | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): T. Rowe Price Associates, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Brighthouse Funds Trust I - Brighthouse/Eaton Vance Floating Rate Portfolio, as a Lender BY: Eaton Vance Management as Investment Sub- Advisor | ||
| By: | /s/ Michael Brotthof | |
Name:Michael Brotthof Title:Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Eaton Vance Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Brighthouse Funds Trust II - Western Asset Management Strategic Bond Opportunities Portfolio, as a Lender BY: Western Asset Management Company as Investment Manager and Agent | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Brighthouse Life Insurance Company, as a Lender | ||
| By: | /s/ Joanne Dy | |
Name: Joanne Dy | ||
Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Brisket Funding LLC, as a Lender | ||
| By: CIFC Asset Management LLC, as Collateral Manager | ||
| By: | /s/ Robert Mandery | |
| Name: Robert Mandery | ||
| Title: Co-Head of Investment Research | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): CIFC Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Bristol Park CLO, Ltd, as a Lender | ||
| By: | /s/ Thomas Iannarone | |
| Name: Thomas Iannarone | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): GSO Capital Partners LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Brookside Mill CLO Ltd., By: Romark CLO Advisors LLC, as Collateral Manager | ||
| By: | /s/ Serge Todorovich | |
| Name: Serge Todorovich | ||
Title: General Counsel & Chief Compliance Officer | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Buckhorn Park CLO, Ltd., as a Lender by GSO/Blackstone Debt Funds Management LLC as Collateral Manager | ||
| By: | /s/ Thomas Iannarone | |
| Name: Thomas Iannarone | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): GSO Capital Partners LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Burnham Park CLO, Ltd., By: GSO / Blackstone Debt Funds Management LLC | ||
| By: | /s/ Thomas Iannarone | |
| Name: Thomas Iannarone | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): GSO Capital Partners LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Buttermilk Park CLO, Ltd., By: GSO / Blackstone Debt Funds Management LLC | ||
| By: | /s/ Thomas Iannarone | |
| Name: Thomas Iannarone | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): GSO Capital Partners LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
BLUE SHIELD OF CALIFORNIA, By: Credit Suisse Asset Management, LLC, as its investment manager | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| California State Teachers’ Retirement System, as a Lender BY: Western Asset Management Company as Investment Manager and Agent | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Canyon Capital CLO 2012-1 R, Ltd., By: CANYON CLO ADVISORS LLC, its Collateral Manager | ||
| By: | /s/ Jonathan M. Kaplan | |
| Name: Jonathan M. Kaplan | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Canyon Capital Advisors LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Canyon Capital CLO 2014-1, Ltd., BY: Canyon Capital Advisors LLC, its Collateral Manager | ||
| By: | /s/ Jonathan M. Kaplan | |
| Name: Jonathan M. Kaplan | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Canyon Capital Advisors LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Canyon Capital CLO 2014-2, Ltd., BY: Canyon Capital Advisors LLC, its Collateral Manager | ||
| By: | /s/ Jonathan M. Kaplan | |
| Name: Jonathan M. Kaplan | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Canyon Capital Advisors LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Canyon Capital CLO 2015-1, Ltd., as a Lender | ||
| By: Canyon Capital Advisors LLC, its Collateral Manager | ||
| By: | /s/ Jonathan M. Kaplan | |
| Name: Jonathan M. Kaplan | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Canyon Capital Advisors LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Canyon CLO 2016-1, Ltd., as a Lender | ||
| By: Canyon CLO Advisors LLC, its Collateral Manager | ||
| By: | /s/ Jonathan M. Kaplan | |
| Name: Jonathan M. Kaplan | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Canyon Capital Advisors LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Canyon CLO 2016-2, Ltd., as a Lender | ||
| BY: Canyon CLO Advisors LLC, its Collateral Manager | ||
| By: | /s/ Jonathan M. Kaplan | |
| Name: Jonathan M. Kaplan | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Canyon Capital Advisors LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Canyon CLO 2017-1, Ltd., as a Lender | ||
| By: Canyon CLO Advisors LLC, its Collateral Manager | ||
| By: | /s/ Jonathan M. Kaplan | |
| Name: Jonathan M. Kaplan | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Canyon Capital Advisors LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Canyon CLO 2018-1, Ltd., as a Lender | ||
| By: Canyon CLO Advisors LLC, its Collateral Manager | ||
| By: | /s/ Jonathan M. Kaplan | |
| Name: Jonathan M. Kaplan | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: | ||
Title: | ||
Name of Fund Manager (if any): Canyon Capital Advisors LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Canyon CLO 2019-1, Ltd., as a Lender | ||
| By: Canyon CLO Advisors LLC, its Collateral Manager | ||
| By: | /s/ Jonathan M. Kaplan | |
| Name: Jonathan M. Kaplan | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Canyon Capital Advisors LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Canyon CLO 2019-2, Ltd., as a Lender | ||
| By: Canyon CLO Advisors, LLC | ||
| By: | /s/ Jonathan M. Kaplan | |
| Name: Jonathan M. Kaplan | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Canyon Capital Advisors LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Canyon CLO 2020-1, Ltd., as a Lender | ||
| By: Canyon CLO Advisors, LLC | ||
| By: | /s/ Jonathan M. Kaplan | |
| Name: Jonathan M. Kaplan | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Canyon Capital Advisors LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Canyon CLO 2020-2, Ltd., as a Lender | ||
| By: Canyon CLO Advisors, LLC | ||
| By: | /s/ Jonathan M. Kaplan | |
| Name: Jonathan M. Kaplan | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Canyon Capital Advisors LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Canyon CLO 2020-3, Ltd., as a Lender | ||
| By: Canyon CLO Advisors, LLC | ||
| By: | /s/ Jonathan M. Kaplan | |
| Name: Jonathan M. Kaplan | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Canyon Capital Advisors LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| The Capita Pension and Life Assurance Scheme, as a Lender by SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager | ||
| By: | /s/ Serge Todorovich | |
| Name: Serge Todorovich | ||
| Title: General Counsel & Chief Compliance Officer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Carbone CLO, Ltd., as a Lender | ||
| By: Invesco Senior Secured Management, Inc. as Investment Manager | ||
| By: | /s/ Kevin Egan | |
| Name: Kevin Egan | ||
| Title: Authorized Individual | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| CARE Super, as a Lender by SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager | ||
| By: | /s/ Serge Todorovich | |
| Name: Serge Todorovich | ||
| Title: General Counsel & Chief Compliance Officer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
Title: | ||
Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
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: | ||
Name of Fund Manager (if any): Carlyle Investment Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Carlyle Global Market Strategies CLO 2012-3, Ltd., | ||
| By: | /s/ Linda Pace | |
| Name: Linda Pace | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Carlyle Investment Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Carlyle Global Market Strategies CLO 2012-4, Ltd., | ||
| By: | /s/ Linda Pace | |
| Name: Linda Pace | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Carlyle Investment Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Carlyle Global Market Strategies CLO 2013-1, Ltd., | ||
| By: | /s/ Linda Pace | |
| Name: Linda Pace | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Carlyle Investment Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Carlyle Global Market Strategies CLO 2013-2, Ltd., | ||
| By: | /s/ Linda Pace | |
| Name: Linda Pace | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Carlyle Investment Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Carlyle Global Market Strategies CLO 2013-3, Ltd., | ||
| By: | /s/ Linda Pace | |
| Name: Linda Pace | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Carlyle Investment Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Carlyle Global Market Strategies CLO 2013-4, Ltd., | ||
| By: | /s/ Linda Pace | |
| Name: Linda Pace | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Carlyle Investment Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Carlyle Global Market Strategies CLO 2014-1, Ltd., | ||
| By: | /s/ Linda Pace | |
| Name: Linda Pace | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Carlyle Investment Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Carlyle Global Market Strategies CLO 2014-2-R, Ltd., as a Lender | ||
| By: | /s/ Linda Pace | |
| Name: Linda Pace | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Carlyle Investment Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Carlyle Global Market Strategies CLO 2014-3-R, Ltd., as a Lender | ||
| By: | /s/ Linda Pace | |
| Name: Linda Pace | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Carlyle Investment Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Carlyle Global Market Strategies CLO 2014-4-R, Ltd., as a Lender | ||
| By: | /s/ Linda Pace | |
| Name: Linda Pace | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Carlyle Investment Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| 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: | ||
Name of Fund Manager (if any): Carlyle Investment Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| 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: | ||
Name of Fund Manager (if any): Carlyle Investment Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| 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: | ||
Name of Fund Manager (if any): Carlyle Investment Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| 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: | ||
Name of Fund Manager (if any): Carlyle Investment Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| 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: | ||
Name of Fund Manager (if any): Carlyle Investment Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| 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: | ||
Name of Fund Manager (if any): Carlyle Investment Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Carlyle Global Market Strategies CLO 2016-1, Ltd., | ||
| By: | /s/ Linda Pace | |
| Name: Linda Pace | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Carlyle Investment Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| 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: | ||
Name of Fund Manager (if any): Carlyle Investment Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| 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: | ||
Name of Fund Manager (if any): Carlyle Investment Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Carlyle US CLO 2016-4, Ltd., | ||
| By: | /s/ Linda Pace | |
| Name: Linda Pace | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Carlyle Investment Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
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: | ||
Name of Fund Manager (if any): Carlyle Investment Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
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: | ||
Name of Fund Manager (if any): Carlyle Investment Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
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: | ||
Name of Fund Manager (if any): Carlyle Investment Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
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: | ||
Name of Fund Manager (if any): Carlyle Investment Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Carlyle US CLO 2017-5 Ltd, as a Lender | ||
| By: | /s/ Linda Pace | |
| Name: Linda Pace | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Carlyle Investment Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Carlyle US CLO 2018-1, Ltd., as a Lender | ||
| By: | /s/ Linda Pace | |
| Name: Linda Pace | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Carlyle Investment Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Carlyle US CLO 2018-2, Ltd., as a Lender | ||
| By: | /s/ Linda Pace | |
| Name: Linda Pace | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Carlyle Investment Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Carlyle US CLO 2018-3 Ltd, as a Lender | ||
| By: | /s/ Linda Pace | |
| Name: Linda Pace | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Carlyle Investment Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Carlyle US CLO 2018-4 Ltd, as a Lender | ||
| By: | /s/ Linda Pace | |
| Name: Linda Pace | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Carlyle Investment Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Carlyle US CLO 2019-1 Ltd, as a Lender | ||
| By: | /s/ Linda Pace | |
| Name: Linda Pace | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Carlyle Investment Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Carlyle US CLO 2019-2 Ltd, as a Lender | ||
| By: | /s/ Linda Pace | |
| Name: Linda Pace | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Carlyle Investment Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Carlyle US CLO 2019-3, Ltd., as a Lender | ||
| By: | /s/ Linda Pace | |
| Name: Linda Pace | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Carlyle Investment Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Carlyle US CLO 2019-4, Ltd., as a Lender | ||
| By: | /s/ Linda Pace | |
| Name: Linda Pace | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Carlyle Investment Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Carlyle US CLO 2020-1, Ltd., as a Lender | ||
| By: | /s/ Linda Pace | |
| Name: Linda Pace | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Carlyle Investment Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Catamaran CLO 2014-1 Ltd., as a Lender | ||
| By: | Trimaran Advisors, L.L.C. | |
| By: | /s/ Maureen Peterson | |
| Name: Maureen Peterson | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Trimaran Advisors, L.L.C.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Catamaran CLO 2016-1 LTD., as a Lender | ||
| By: | Trimaran Advisors, L.L.C. | |
| By: | /s/ Maureen Peterson | |
| Name: Maureen Peterson | ||
Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Trimaran Advisors, L.L.C.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Catamaran CLO 2018-1 Ltd., | ||
| as a Lender | ||
| By: Trimaran Advisors, L.L.C. | ||
| By: | /s/ Maureen Peterson | |
| Name: Maureen Peterson | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Trimaran Advisors, L.L.C.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Caterpillar Inc. Group Insurance Master Trust, | ||
| as a Lender | ||
| BY: Western Asset Management Company as Investment Manager and Agent | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Caterpillar Investment Trust, | ||
| as a Lender | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| 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: | ||
Name of Fund Manager (if any): Carlson Capital, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| 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: | ||
Name of Fund Manager (if any): Carlson Capital, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| 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: | ||
Name of Fund Manager (if any): Carlson Capital, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| 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: | ||
Name of Fund Manager (if any): Carlson Capital, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Cathedral Lake V, Ltd, | ||
| as a Lender | ||
| By: | /s/ Stanton Ray | |
| Name: Stanton Ray | ||
| Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Carlson Capital, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Catskill Park CLO, Ltd., | ||
| as a Lender | ||
| By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager | ||
| By: | /s/ Thomas Iannarone | |
| Name: Thomas Iannarone | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): GSO Capital Partners LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| CBAM 2017-1, LTD., | ||
| as a Lender | ||
| By: | /s/ Sagar Karsaliya | |
| Name: Sagar Karsaliya | ||
| Title: Associate | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): CBAM
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| CBAM 2017-2, LTD., | ||
| as a Lender | ||
| By: | /s/ Sagar Karsaliya | |
| Name: Sagar Karsaliya | ||
| Title: Associate | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): CBAM
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| CBAM 2017-3, LTD., | ||
| as a Lender | ||
| By: | /s/ Sagar Karsaliya | |
| Name: Sagar Karsaliya | ||
| Title: Associate | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): CBAM
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| CBAM 2017-4, LTD., | ||
| as a Lender | ||
| By: | /s/ Sagar Karsaliya | |
| Name: Sagar Karsaliya | ||
| Title: Associate | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): CBAM
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| CBAM 2018-5, LTD., | ||
| as a Lender | ||
| By: | /s/ Sagar Karsaliya | |
| Name: Sagar Karsaliya | ||
| Title: Associate | ||
If a second signature is necessary: | ||
| By: | ||
Name: | ||
| Title: | ||
Name of Fund Manager (if any): CBAM
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| CBAM 2018-6, LTD., | ||
| as a Lender | ||
| By: | /s/ Sagar Karsaliya | |
| Name: Sagar Karsaliya | ||
| Title: Associate | ||
If a second signature is necessary: | ||
| By: | ||
Name: | ||
| Title: | ||
Name of Fund Manager (if any): CBAM
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| CBAM 2018-7, Ltd., | ||
| as a Lender | ||
| By: | /s/ Sagar Karsaliya | |
| Name: Sagar Karsaliya | ||
| Title: Associate | ||
If a second signature is necessary: | ||
| By: | ||
Name: | ||
| Title: | ||
Name of Fund Manager (if any): CBAM
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| CBAM 2018-8 Ltd, | ||
| as a Lender | ||
| By: CBAM CLO Management LLC, as Portfolio Manager | ||
| By: | /s/ Sagar Karsaliya | |
| Name: Sagar Karsaliya | ||
| Title: Associate | ||
If a second signature is necessary: | ||
| By: | ||
Name: | ||
| Title: | ||
Name of Fund Manager (if any): CBAM
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
CBAM 2019-10, Ltd., | ||
| as a Lender | ||
By: CBAM CLO Management LLC | ||
as Portfolio Manager | ||
| By: | /s/ Sagar Karsaliya | |
| Name: Sagar Karsaliya | ||
| Title: Associate | ||
If a second signature is necessary: | ||
| By: | ||
Name: | ||
| Title: | ||
Name of Fund Manager (if any): CBAM
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| CBAM 2019-11 Ltd, | ||
| as a Lender | ||
| By : CBAM CLO Management LLC as Portfolio Manager | ||
| By: | /s/ Sagar Karsaliya | |
| Name: Sagar Karsaliya | ||
| Title: Associate | ||
If a second signature is necessary: | ||
| By: | ||
Name: | ||
| Title: | ||
Name of Fund Manager (if any): CBAM
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
CBAM 2019-9, Ltd., | ||
| as a Lender | ||
| By: | /s/ Sagar Karsaliya | |
| Name: Sagar Karsaliya | ||
| Title: Associate | ||
If a second signature is necessary: | ||
| By: | ||
Name: | ||
| Title: | ||
Name of Fund Manager (if any): CBAM
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
CBAM 2020-12, Ltd., | ||
| as a Lender | ||
| By: | /s/ Sagar Karsaliya | |
| Name: Sagar Karsaliya | ||
| Title: Associate | ||
If a second signature is necessary: | ||
| By: | ||
Name: | ||
| Title: | ||
Name of Fund Manager (if any): CBAM
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| CBDC Senior Loan Sub LLC, | ||
| as a Lender | ||
| By: | /s/ Alex Slavtchev | |
| Name: Alex Slavtchev | ||
| Title: Vice President | ||
If a second signature is necessary: | ||
| By: | /s/ Zachary Nuzzi | |
| Name: Zachary Nuzzi | ||
| Title: Vice President | ||
Name of Fund Manager (if any): Crescent Capital Group LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Cedars-Sinai Medical Center, | ||
| as a Lender | ||
| By: Oaktree Capital Management, L.P. | ||
| its: Investment Manager | ||
| By: | /s/ Andrew Park | |
| Name: Andrew Park | ||
| Title: Vice President | ||
If a second signature is necessary: | ||
| By: | /s/ Ronald Kaplan | |
| Name: Ronald Kaplan | ||
| Title: Managing Director | ||
Name of Fund Manager (if any): Oaktree Capital Management, LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Cent CLO 21 Limited, | ||
| as a Lender | ||
| By: Columbia Cent CLO Advisers, LLC | ||
| as Collateral Manager | ||
| By: | /s/ Jerry R. Howard | |
| Name: Jerry R. Howard | ||
| Title: Assistant Vice President | ||
If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Columbia Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Columbia Cent CLO 28 Limited, | ||
| as a Lender | ||
| By: Columbia Cent CLO Advisers, LLC | ||
| as Collateral Manager | ||
| By: | /s/ Jerry R. Howard | |
| Name: Jerry R. Howard | ||
| Title: Assistant Vice President | ||
If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Columbia Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☐ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☑ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Cent CLO 24 Limited, as a Lender | ||
By: Columbia Cent CLO Advisers, LLC as Collateral Manager | ||
| By: | /s/ Jerry R. Howard | |
| Name: Jerry R. Howard | ||
| Title: Assistant Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Columbia Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
CFIP CLO 2013-1, Ltd., as a Lender | ||
| By: CFI Partners, LLC, as Collateral Manager for CFIP CLO 2013-1, Ltd. | ||
| By: | /s/ David C. Dieffenbacher | |
| Name: David C. Dieffenbacher | ||
| Title: Principal & Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): CFI Partners, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
CFIP CLO 2014-1, Ltd., as a Lender | ||
By: CFI Partners, LLC, as Collateral Manager for | ||
| By: | /s/ David C. Dieffenbacher | |
Name: David C. Dieffenbacher | ||
Title: Principal & Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): CFI Partners, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
CFIP CLO 2017-1, Ltd., as a Lender | ||
By: CFI Partners, LLC, as Collateral Manager for | ||
| By: | /s/ David C. Dieffenbacher | |
| Name: David C. Dieffenbacher | ||
| Title: Principal & Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): CFI Partners, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
CFIP CLO 2018-1, Ltd., as a Lender | ||
By: CFI Partners, LLC, as Collateral Manager for | ||
| By: | /s/ David C. Dieffenbacher | |
| Name: David C. Dieffenbacher | ||
| Title: Principal & Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): CFI Partners, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Chenango Park CLO, Ltd., as a Lender | ||
By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager | ||
| By: | /s/ Thomas Iannarone | |
Name: Thomas Iannarone | ||
Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): GSO Capital Partners LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
DoubleLine Capital LP as Sub-Advisor to: CI DoubleLine Core Plus Fixed Income US$ Fund, as a Lender | ||
| By: | /s/ Oi Jong Martel | |
| Name: Oi Jong Martel | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): DoubleLine Capital LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
CIFC Addison Avenue Warehouse Ltd, as a Lender | ||
| By: CIFC Management LLC, its Collateral Manager | ||
| By: | /s/ Robert Mandery | |
| Name: Robert Mandery | ||
| Title: Co-Head of Investment Research | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): CIFC Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
CIFC B LOAN INCOME FUND 2019 A SERIES as a Lender | ||
| By: | /s/ Robert Mandery | |
Name: Robert Mandery | ||
| Title: Co-Head of Investment Research | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): CIFC Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
CIFC Funding 2012-II-R, Ltd., as a Lender | ||
By: CIFC VS Management LLC, as Collateral Manager | ||
| By: | /s/ Robert Mandery | |
Name: Robert Mandery | ||
| Title: Co-Head of Investment Research | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): CIFC Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
CIFC Funding 2013-II, Ltd., as a Lender | ||
By: CIFC VS Management LLC, its Collateral Manager | ||
| By: | /s/ Robert Mandery | |
Name: Robert Mandery | ||
Title: Co-Head of Investment Research | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): CIFC Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
CIFC Funding 2013-III-R Ltd., as a Lender | ||
By: CIFC VS Management LLC, as Collateral Manager | ||
| By: | /s/ Robert Mandery | |
Name: Robert Mandery | ||
Title: Co-Head of Investment Research | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): CIFC Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
CIFC Funding 2013-IV, Ltd., as a Lender | ||
By: CIFC Asset Management LLC, its Collateral Manager | ||
| By: | /s/ Robert Mandery | |
Name: Robert Mandery | ||
Title: Co-Head of Investment Research | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): CIFC Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| CIFC Funding 2014, Ltd., as a Lender | ||
| By: CIFC CLO Management LLC, its Collateral Manager | ||
| By: | /s/ Robert Mandery | |
| Name: Robert Mandery | ||
| Title: Co-Head of Investment Research | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): CIFC Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| CIFC Funding 2014-III, Ltd., as a Lender | ||
| BY: CIFC Asset Management LLC, its Collateral Manager | ||
| By: | /s/ Robert Mandery | |
| Name: Robert Mandery | ||
| Title: Co-Head of Investment Research | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): CIFC Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| CIFC Funding 2014-II-R, Ltd., as a Lender | ||
| By: CIFC Asset Management LLC, as Collateral Manager | ||
| By: | /s/ Robert Mandery | |
| Name: Robert Mandery | ||
| Title: Co-Head of Investment Research | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): CIFC Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| CIFC Funding 2014-IV-R, Ltd., as a Lender | ||
| By: CIFC Asset Management LLC, its Collateral Manager | ||
| By: | /s/ Robert Mandery | |
| Name: Robert Mandery | ||
| Title: Co-Head of Investment Research | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): CIFC Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| CIFC Funding 2014-V, Ltd., as a Lender | ||
| By: CIFC Asset Management LLC, its Collateral Manager | ||
| By: | /s/ Robert Mandery | |
| Name: Robert Mandery | ||
| Title: Co-Head of Investment Research | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): CIFC Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| CIFC Funding 2015-I, Ltd., as a Lender | ||
| By: CIFC VS MANAGEMENT LLC, its Collateral Manager | ||
| By: | /s/ Robert Mandery | |
| Name: Robert Mandery | ||
| Title: Co-Head of Investment Research | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): CIFC Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| CIFC Funding 2015-II, Ltd., as a Lender | ||
| By: CIFC Asset Management LLC, as Collateral Manager | ||
| By: | /s/ Robert Mandery | |
| Name: Robert Mandery | ||
| Title: Co-Head of Investment Research | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): CIFC Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| CIFC Funding 2015-III, Ltd., as a Lender | ||
| By: CIFC VS Management LLC | ||
| By: | /s/ Robert Mandery | |
| Name: Robert Mandery | ||
| Title: Co-Head of Investment Research | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): CIFC Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| CIFC Funding 2015-IV, Ltd., as a Lender | ||
| By: CIFC Asset Management LLC, as Collateral Manager | ||
| By: | /s/ Robert Mandery | |
| Name: Robert Mandery | ||
| Title: Co-Head of Investment Research | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): CIFC Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| CIFC Funding 2015-V, Ltd, as a Lender | ||
| By: CIFC Asset Management LLC, its Collateral Manager | ||
| By: | /s/ Robert Mandery | |
| Name: Robert Mandery | ||
| Title: Co-Head of Investment Research | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): CIFC Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| CIFC Funding 2016-I, Ltd., as a Lender | ||
| By: CIFC Asset Management LLC, its Collateral Manager | ||
| By: | /s/ Robert Mandery | |
| Name: Robert Mandery | ||
| Title: Co-Head of Investment Research | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): CIFC Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| CIFC Funding 2017-I, Ltd, as a Lender | ||
| By: CIFC CLO Management II LLC, its Collateral Manager, by and on behalf of each of its series, Series M-1, Series O-1 and Series R- | ||
| By: | /s/ Robert Mandery | |
| Name: Robert Mandery | ||
| Title: Co-Head of Investment Research | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): CIFC Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
CIFC Funding 2017-II, Ltd., as a Lender By: CIFC CLO Management LLC, its Collateral Manager, by and on behalf of each of its series, Series M-1, Series O-1 and Series R-1 | ||
| By: | /s/ Robert Mandery | |
| Name: Robert Mandery | ||
| Title: Co-Head of Investment Research | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): CIFC Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
CIFC Funding 2017-III, Ltd., as a Lender By: CIFC CLO Management LLC, its Collateral Manager, by and on behalf of each of its series, Series M-1, Series O-1 and Series R-1 | ||
| By: | /s/ Robert Mandery | |
| Name: Robert Mandery | ||
| Title: Co-Head of Investment Research | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): CIFC Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
CIFC Funding 2017-IV, Ltd., as a Lender By: CIFC CLO Management LLC, its Collateral Manager, by and on behalf of each of its series, Series M-1, Series O-1 and Series R-1 | ||
| By: | /s/ Robert Mandery | |
| Name: Robert Mandery | ||
| Title: Co-Head of Investment Research | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): CIFC Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
CIFC Funding 2017-V, Ltd., as a Lender By: CIFC CLO MANAGEMENT II LLC, as By and on behalf of each of its series, | ||
| By: | /s/ Robert Mandery | |
| Name: Robert Mandery | ||
| Title: Co-Head of Investment Research | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): CIFC Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
CIFC Funding 2018-I, Ltd., as a Lender By: CIFC CLO MANAGEMENT II LLC, By and on behalf of each of its series, | ||
| By: | /s/ Robert Mandery | |
| Name: Robert Mandery | ||
| Title: Co-Head of Investment Research | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): CIFC Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
CIFC Funding 2018-II, Ltd., as a Lender By: CIFC CLO Management II LLC, its Collateral Manager, by and on behalf of each of its series, Series M-1, Series O-1 and Series R-1 | ||
| By: | /s/ Robert Mandery | |
| Name: Robert Mandery | ||
| Title: Co-Head of Investment Research | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): CIFC Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
CIFC Funding 2018-III, Ltd., as a Lender By: CIFC CLO Management II LLC, its Collateral Manager, by and on behalf of each of its series, Series M-1, Series O-1 and Series R-1 | ||
| By: | /s/ Robert Mandery | |
| Name: Robert Mandery | ||
| Title: Co-Head of Investment Research | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): CIFC Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
CIFC Funding 2018-IV, Ltd., as a Lender By: CIFC CLO Management II LLC, as Collateral Manager By and on behalf of each of its series, SERIES M-1, SERIES O-1, and SERIES R-1 | ||
| By: | /s/ Robert Mandery | |
| Name: Robert Mandery | ||
| Title: Co-Head of Investment Research | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): CIFC Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
CIFC Funding 2018-V, Ltd., as a Lender By: CIFC CLO Management II LLC, its Collateral Manager, by and on behalf of each of its series, Series M-1, Series O-1 and Series R-1 | ||
| By: | /s/ Robert Mandery | |
| Name: Robert Mandery | ||
| Title: Co-Head of Investment Research | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): CIFC Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
CIFC Funding 2019-I, Ltd., as a Lender By: CIFC CLO MANAGEMENT II LLC, By and on behalf of each of its series, | ||
| By: | /s/ Robert Mandery | |
| Name: Robert Mandery | ||
| Title: Co-Head of Investment Research | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): CIFC Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
CIFC Funding 2019-II, Ltd., as a Lender BY: CIFC CLO MANAGEMENT II LLC, BY AND ON BEHALF OF EACH OF ITS SERIES, | ||
| By: | /s/ Robert Mandery | |
| Name: Robert Mandery | ||
| Title: Co-Head of Investment Research | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): CIFC Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
CIFC Funding 2019-III, Ltd., as a Lender By: CIFC CLO Management II LLC, its Collateral Manger, by and on behalf of each of its series, Series M-1, Series O-1, and Series R-1 | ||
| By: | /s/ Robert Mandery | |
| Name: Robert Mandery | ||
| Title: Co-Head of Investment Research | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): CIFC Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
CIFC Funding 2019-IV, Ltd., as a Lender By: CIFC Asset Management LLC, its Collateral Manager | ||
| By: | /s/ Robert Mandery | |
| Name: Robert Mandery | ||
| Title: Co-Head of Investment Research | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): CIFC Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| CIFC Funding 2019-V, Ltd., as a Lender | ||
| By: CIFC Asset Management LLC, as Collateral Manager | ||
| By: | /s/ Robert Mandery | |
| Name: Robert Mandery | ||
| Title: Co-Head of Investment Research | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): CIFC Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| CIFC Funding 2019-VI, Ltd., as a Lender | ||
| By: CIFC Asset Management LLC as Portfolio Manager | ||
| By: | /s/ Robert Mandery | |
| Name: Robert Mandery | ||
| Title: Co-Head of Investment Research | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): CIFC Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| CIFC Funding 2020-II, Ltd, as a Lender | ||
| By: CIFC Asset Management LLC, as Collateral Manager | ||
| By: | /s/ Robert Mandery | |
| Name: Robert Mandery | ||
| Title: Co-Head of Investment Research | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): CIFC Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| CIFC Funding 2020-III, Ltd., as a Lender | ||
| By: CIFC Asset Management LLC, as Collateral Manager | ||
| By: | /s/ Robert Mandery | |
| Name: Robert Mandery | ||
| Title: Co-Head of Investment Research | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): CIFC Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Cirrus Funding 2018-1, Ltd., as a Lender | ||
| By: | /s/ Thomas Iannarone | |
| Name: Thomas Iannarone | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): GSO Capital Partners LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☒ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| CITIBANK, N.A., as a Lender | ||
| By: | /s/ BRIAN BROYLES | |
| Name: BRIAN BROYLES | ||
| Title: ATTORNEY IN FACT | ||
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| CMA INVESTCO INC, as a Lender | ||
| By: Wellington Management Company LLP as its Investment Advisor | ||
| By: | /s/ Donna Sirianni | |
| Name: Donna Sirianni | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Wellington Management Company, LLP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| THE COCA-COLA COMPANY MASTER RETIREMENT TRUST, as a Lender | ||
| By: Oak Hill Advisors, L.P. as Manager | ||
| By: | /s/ Alan Schrager | |
| Name: Alan Schrager | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Oak Hill Advisors, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Cole Park CLO, Ltd., as a Lender | ||
| By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager | ||
| By: | /s/ Thomas Iannarone | |
| Name: Thomas Iannarone | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): GSO Capital Partners LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Columbia Cent CLO 27 Limited, as a Lender | ||
| By: Columbia Cent CLO Advisers, LLC as Collateral Manager | ||
| By: | /s/ Jerry R. Howard | |
| Name: Jerry R. Howard | ||
| Title: Assistant Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Columbia Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Columbia Cent CLO 29, Limited, as a Lender | ||
| By: Columbia Cent CLO Advisers, LLC as Collateral Manager | ||
| By: | /s/ Jerry Howard R | |
| Name: Jerry Howard R | ||
| Title: Assistant Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Columbia Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Columbia Strategic Income Fund, a series of Columbia Funds Series Trust I, as a Lender | ||
| By: | /s/ Jerry R. Howard | |
| Name: Jerry R. Howard | ||
| Title: Assistant Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Columbia Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Columbia Floating Rate Fund, a series of Columbia Funds Series Trust II, as a Lender | ||
| By: | /s/ Jerry R. Howard | |
| Name: Jerry R. Howard | ||
| Title: Assistant Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Columbia Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| COMMINGLED PENSION TRUST FUND (HIGH YIELD) OF JPMORGAN CHASE BANK, N.A., as a Lender | ||
| By: | /s/ Alex Sammarco | |
| Name: Alex Sammarco | ||
| Title: Executive Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): JPMorgan Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| COMMINGLED PENSION TRUST FUND (FLOATING RATE INCOME) OF JPMORGAN CHASE BANK, N.A., as a Lender | ||
| By: | /s/ Alex Sammarco | |
| Name: Alex Sammarco | ||
| Title: Executive Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): JPMorgan Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Commission de la construction du Quebec, as a Lender | ||
| By: BlackRock Asset Management Canada Limited as Portfolio Manager and BlackRock Financial Management Inc. as sub-advisor | ||
| By: | /s/ Rob Jacobi | |
Name: Rob Jacobi | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): BlackRock, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Consolidated Rail Corporation, as a Lender | ||
| BY: Western Asset Management Company as Investment Manager and Agent | ||
| By: | /s/ Joanne Dy | |
Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Construction and Building Unions Superannuation Fund, as a Lender | ||
| By: Oaktree Capital Management, L.P. its: Investment Manager | ||
By: | /s/ Andrew Park | |
Name: Andrew Park | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
By: | /s/ Ronald Kaplan | |
| Name: Ronald Kaplan | ||
| Title: Managing Director | ||
Name of Fund Manager (if any): Oaktree Capital Management, LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Construction Industry Laborers Pension Fund, as a Lender | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Cook Park CLO, Ltd., as a Lender | ||
| By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager | ||
| By: | /s/ Thomas Iannarone | |
| Name: Thomas Iannarone | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): GSO Capital Partners LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| COPPERHILL LOAN FUND I, LLC, as a Lender | ||
| BY: Credit Suisse Asset Management, LLC, as investment manager | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Covenant Credit Partners CLO III, Ltd., as a Lender | ||
By: Covenant CLO Advisors, LLC As its Investment Manager | ||
| By: | /s/ Chris Brogdon | |
| Name: Chris Brogdon | ||
| Title: Assistant Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): AIG Credit Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Alpen Senior Loan Fund, a series trust of Credit Suisse Horizon Trust, as a Lender | ||
| By: Credit Suisse Asset Management, LLC, the investment manager for Maples Trustee Services (Cayman) Limited, the Trustee for Alpen Senior Loan Fund, a series trust of Credit Suisse Horizon Trust | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| ROSE HILL SENIOR LOAN FUND, a series trust of Credit Suisse Horizon Trust, as a Lender | ||
| By: Credit Suisse Asset Management, LLC, the investment manager for Maples Trustee Services (Cayman) Limited, the Trustee for Rose Hill Senior Loan Fund, a series trust of Credit Suisse Horizon Trust | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Credit Suisse Nova (LUX) Global Senior Loan Fund, as a Lender | ||
| By: Credit Suisse Asset Management, LLC or Credit Suisse Asset Management Limited, each acting in their capacity as Co-Portfolio Managers to Credit Suisse Fund Management S.A., management company for Credit Suisse Nova (Lux) | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
CREDIT SUISSE FLOATING RATE HIGH INCOME FUND, as a Lender By: Credit Suisse Asset Management, LLC, as investment advisor | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
CREDIT SUISSE SENIOR LOAN INVESTMENT UNIT TRUST (for Qualified Institutional Investors Only), as a Lender BY: Credit Suisse Asset Management, LLC, | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Credos Floating Rate Fund LP, as a Lender by SHENKMAN CAPITAL MANAGEMENT, INC., as General Partner | ||
| By: | /s/ Serge Todorovich | |
| Name: Serge Todorovich | ||
| Title: General Counsel & Chief Compliance Officer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Crescent Capital High Income Fund B L.P., as a Lender By: Crescent Capital Group LP, its adviser | ||
| By: | /s/ Alex Slavtchev | |
| Name: Alex Slavtchev | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | /s/ Zachary Nuzzi | |
| Name: Zachary Nuzzi | ||
| Title: Vice President | ||
Name of Fund Manager (if any): Crescent Capital Group LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
CRESCENT CAPITAL HIGH INCOME FUND L.P., as a Lender By: Crescent Capital Group LP, its adviser | ||
| By: | /s/ Alex Slavtchev | |
| Name: Alex Slavtchev | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | /s/ Zachary Nuzzi | |
| Name: Zachary Nuzzi | ||
| Title: Vice President | ||
Name of Fund Manager (if any): Crescent Capital Group LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Crescent Senior Secured Floating Rate Loan Fund, LLC, as a Lender By: Crescent Capital Group LP, its adviser | ||
| By: | /s/ Alex Slavtchev | |
| Name: Alex Slavtchev | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | /s/ Zachary Nuzzi | |
| Name: Zachary Nuzzi | ||
| Title: Vice President | ||
Name of Fund Manager (if any): Crescent Capital Group LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Crestline Denali CLO XIV, Ltd., as a Lender By: Crestline Denali Capital, LLC, as collateral manager | ||
| By: | /s/ Charles Williams | |
| Name: Charles Williams | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Ares Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Crestline Denali CLO XV, Ltd., as a Lender By: Crestline Denali Capital, LLC, as collateral manager | ||
| By: | /s/ Charles Williams | |
| Name: Charles Williams | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Ares Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Crestline Denali CLO XVI, Ltd., as a Lender By: Crestline Denali Capital, LLC, as collateral manager | ||
| By: | /s/ Charles Williams | |
| Name: Charles Williams | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Ares Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Crestline Denali CLO XVII, Ltd., as a Lender By: Crestline Denali Capital, L.P., collateral manager for Crestline Denali CLO XVII, Ltd. | ||
| By: | /s/ Charles Williams | |
| Name: Charles Williams | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Ares Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Crown City CLO I, as a Lender | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Crown City CLO II, as a Lender | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
CSAA Insurance Exchange, as a Lender | ||
| By: Octagon Credit Investors, LLC, as sub-advisor | ||
| By: | /s/ Kimberly Wong Lem | |
| Name: Kimberly Wong Lem | ||
| Title: Vice President, Portfolio Administration | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Octagon Credit Investors, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Cumberland Park CLO Ltd., as a Lender | ||
By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager | ||
| By: | /s/ Thomas Iannarone | |
| Name: Thomas Iannarone | ||
Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): GSO Capital Partners LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
CVC Credit Partners Global Yield Master, L.P., as a Lender | ||
By: Its Investment Manager CVC Credit Partners, LLC | ||
| By: | /s/ Gretchen Bergstresser | |
| Name: Gretchen Bergstresser | ||
| Title: Senior Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): CVC Credit Partners
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
CVC CREDIT PARTNERS MULTI-STRATEGY 2018-1 (US), LTD., as a Lender | ||
| By: | /s/ Gretchen Bergstresser | |
| Name: Gretchen Bergstresser | ||
| Title: Senior Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): CVC Credit Partners
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
DaVinci Reinsurance Ltd., as a Lender | ||
By: Credit Suisse Asset Management, LLC, as investment manager for DaVinci Reinsurance Holdings, Ltd., the owner of DaVinci Reinsurance Ltd. | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Delaware Public Employees’ Retirement System, as a Lender | ||
By: T. Rowe Price Associates, Inc., as investment manager | ||
| By: | /s/ Rebecca Willey | |
| Name: Rebecca Willey | ||
Title: Bank Loan Trader | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): T. Rowe Price Associates, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Denali Capital CLO XI, Ltd., as a Lender | ||
| By: Crestline Denali Capital, LLC, as collateral manager | ||
| By: | /s/ Charles Williams | |
| Name: Charles Williams | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Ares Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Denali Capital CLO XII, Ltd., as a Lender | ||
By: Crestline Denali Capital, LLC, as collateral manager | ||
| By: | /s/ Charles Williams | |
Name: Charles Williams | ||
Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Ares Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
DWS Floating Rate Fund, as a Lender | ||
By: DWS Investment Management Americas its Investment Sub-Advisor | ||
| By: | /s/ Toure Douglas | |
Name: Toure Douglas | ||
Title: Associate HY Analyst | ||
| If a second signature is necessary: | ||
| By: | /s/ Thomas Bouchard | |
Name: Thomas Bouchard | ||
Title: Vice President | ||
Name of Fund Manager (if any): DWS
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Dewolf Park CLO, Ltd., as a Lender | ||
By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager | ||
| By: | /s/ Thomas Iannarone | |
Name: Thomas Iannarone | ||
Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): GSO Capital Partners LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Diversified Credit Portfolio Ltd., as a Lender | ||
BY: Invesco Senior Secured Management, Inc. as Investment Adviser | ||
| By: | /s/ Kevin Egan | |
| Name: Kevin Egan | ||
| Title: Authorized Individual | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
DOLLAR SENIOR LOAN MASTER FUND II, LTD., as a Lender | ||
By: Credit Suisse Asset Management, LLC, as investment manager | ||
| By: | /s/ Thomas Flannery | |
Name: Thomas Flannery | ||
Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Dorchester Park CLO Designated Activity Company, as a Lender | ||
By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager | ||
| By: | /s/ Thomas Iannarone | |
Name: Thomas Iannarone | ||
Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): GSO Capital Partners LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| DoubleLine Capital LP as Investment Advisor to: DoubleLine Floating Rate Fund, as a Lender | ||
| By: | /s/ Oi Jong Martel | |
| Name: Oi Jong Martel | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): DoubleLine Capital LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| DoubleLine Capital LP as Investment Advisor to: DoubleLine Core Fixed Income Fund, as a Lender | ||
| By: | /s/ Oi Jong Martel | |
| Name: Oi Jong Martel | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): DoubleLine Capital LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| DoubleLine Capital LP as Investment Advisor to: DoubleLine Flexible Income Fund, as a Lender | ||
| By: | /s/ Oi Jong Martel | |
| Name: Oi Jong Martel | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): DoubleLine Capital LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| DoubleLine Capital LP as Investment Advisor to: DoubleLine Shiller Enhanced CAPE, as a Lender | ||
| By: | /s/ Oi Jong Martel | |
| Name: Oi Jong Martel | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): DoubleLine Capital LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Dunham Floating Rate Bond Fund, as a Lender | ||
| By: | /s/ Kyle Jennings | |
| Name: Kyle Jennings | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Newfleet Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| DowDuPont Incorporated, as a Lender | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| E.I. du Pont de Nemours and Company, as a Lender | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Eaton Vance CLO 2013-1 LTD., as a Lender | ||
| BY: Eaton Vance Management Portfolio Manager | ||
| By: | /s/ Michael Brotthof | |
| Name: Michael Brotthof | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Eaton Vance Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Eaton Vance CLO 2014-1R, Ltd., as a Lender | ||
| By: Eaton Vance Management As Investment Advisor | ||
| By: | /s/ Michael Brotthof | |
| Name: Michael Brotthof | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Eaton Vance Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Eaton Vance CLO 2015-1 Ltd., as a Lender | ||
| By: Eaton Vance Management Portfolio Manager | ||
| By: | /s/ Michael Brotthof | |
| Name: Michael Brotthof | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Eaton Vance Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Eaton Vance CLO 2018-1, Ltd., as a Lender | ||
| By: Eaton Vance Management Portfolio Manager | ||
| By: | /s/ Michael Brottrof | |
| Name: Michael Brottrof | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Eaton Vance Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Eaton Vance CLO 2019-1, Ltd., as a Lender | ||
| By: Eaton Vance Management As Investment Advisor | ||
| By: | /s/ Michael Brotthof | |
| Name: Michael Brotthof | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Eaton Vance Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Eaton Vance CLO 2020-1 Ltd., as a Lender | ||
| By: Eaton Vance Management As Investment Advisor | ||
| By: | /s/ Michael Brotthof | |
| Name: Michael Brotthof | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Eaton Vance Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Eaton Vance CLO 2020-2, Ltd., as a Lender | ||
By: Eaton Vance Management Portfolio Manager | ||
| By: | /s/ Michael Brotthof | |
| Name: Michael Brotthof | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Eaton Vance Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Eaton Vance Floating Rate Portfolio, as a Lender | ||
| BY: Boston Management and Research as Investment Advisor | ||
| By: | /s/ Michael Brotthof | |
| Name: Michael Brotthof | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Eaton Vance Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Eaton Vance Floating-Rate 2022 Target Term Trust, as a Lender | ||
| By: Eaton Vance Management as Investment Advisor | ||
| By: | /s/ Michael Botthof | |
| Name: Michael Botthof | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Eaton Vance Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Eaton Vance Floating-Rate Income Plus Fund, as a Lender | ||
| BY: Eaton Vance Management as Investment Advisor | ||
| By: | /s/ Michael Brotthof | |
| Name: Michael Brotthof | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Eaton Vance Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Eaton Vance Floating-Rate Income Trust, as a Lender | ||
| BY: Eaton Vance Management as Investment Advisor | ||
| By: | /s/ Michael Brotthof | |
| Name: Michael Brotthof | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Eaton Vance Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Eaton Vance Institutional Senior Loan Fund, as a Lender | ||
| BY: Eaton Vance Management as Investment Advisor | ||
| By: | /s/ Michael Brotthof | |
| Name: Michael Brotthof | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Eaton Vance Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Eaton Vance Institutional Senior Loan Plus Fund, as a Lender | ||
| By: Eaton Vance Management as Investment Advisor | ||
| By: | /s/ Michael Brotthof | |
| Name: Michael Brotthof | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Eaton Vance Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Eaton Vance International (Cayman Islands) Floating-Rate Income Portfolio, as a Lender | ||
| BY: Eaton Vance Management as Investment Advisor | ||
| By: | /s/ Michael Brotthof | |
| Name: Michael Brotthof | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Eaton Vance Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Eaton Vance Limited Duration Income Fund, as a Lender | ||
| BY: Eaton Vance Management as Investment Advisor | ||
| By: | /s/ Michael Brotthof | |
| Name: Michael Brotthof | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Eaton Vance Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Eaton Vance Loan Holding Limited, as a Lender | ||
| BY: Eaton Vance Management as Investment Manager | ||
| By: | /s/ Michael Brotthof | |
| Name: Michael Brotthof | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Eaton Vance Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Eaton Vance Senior Floating-Rate Trust, as a Lender | ||
| BY: Eaton Vance Management as Investment Advisor | ||
| By: | /s/ Michael Brotthof | |
| Name: Michael Brotthof | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Eaton Vance Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Eaton Vance Senior Income Trust, as a Lender | ||
| BY: Eaton Vance Management as Investment Advisor | ||
| By: | /s/ Michael Brotthof | |
| Name: Michael Brotthof | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Eaton Vance Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Eaton Vance VT Floating-Rate Income Fund, as a Lender | ||
| BY: Eaton Vance Management as Investment Advisor | ||
| By: | /s/ Michael Brotthof | |
| Name: Michael Brotthof | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Eaton Vance Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Electronic Data Systems 1994 Pension Scheme, as a Lender | ||
| by SHENKMAN CAPITAL MANAGEMENT, INC., | ||
| as Investment Manager | ||
| By: | /s/ Serge Todorovich | |
| Name: Serge Todorovich | ||
| Title: General Counsel & Chief Compliance Officer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Electronic Data Systems Retirement Plan, as a Lender | ||
| by SHENKMAN CAPITAL MANAGEMENT, INC., | ||
| as Investment Manager | ||
| By: | /s/ Serge Todorovich | |
| Name: Serge Todorovich | ||
| Title: General Counsel & Chief Compliance Officer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| DoubleLine Capital LP as Investment Advisor to: | ||
| The Educational Employees’ Supplementary | ||
| Retirement System of Fairfax County, as a Lender | ||
| By: | /s/ Oi Jong Martel | |
| Name: Oi Jong Martel | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): DoubleLine Capital LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Energy Super, | ||
| as a Lender | ||
| By: Oaktree Capital Management, L.P. | ||
| its: Investment Manager | ||
| By: | /s/ Andrew Park | |
| Name: Andrew Park | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | /s/ Ronald Kaplan | |
| Name: Ronald Kaplan | ||
| Title: Managing Director | ||
Name of Fund Manager (if any): Oaktree Capital Management, LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☐ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☑ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Elevation CLO 2013-1, Ltd., | ||
| as a Lender | ||
| By: ArrowMark Colorado Holdings LLC As | ||
| Collateral Manager | ||
| By: | /s/ Sanjai Bhonsle | |
| Name: Sanjai Bhonsle | ||
| Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): ArrowMark Colorado Holdings LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☐ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☑ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Elevation CLO 2014-2, Ltd., | ||
| as a Lender | ||
| By: ArrowMark Colorado Holdings LLC As Collateral Manager | ||
| By: | /s/ Sanjai Bhonsle | |
| Name: Sanjai Bhonsle | ||
| Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): ArrowMark Colorado Holdings LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☐ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☑ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Elevation CLO 2016-5, Ltd., | ||
| as a Lender | ||
| By: ArrowMark Colorado Holdings LLC | ||
| As Collateral Manager | ||
| By: | /s/ Sanjai Bhonsle | |
| Name: Sanjai Bhonsle | ||
| Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): ArrowMark Colorado Holdings LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☐ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☑ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Elevation CLO 2017-6, Ltd., | ||
| as a Lender | ||
| By: ArrowMark Colorado Holdings LLC | ||
| As Collateral Manager | ||
| By: | /s/ Sanjai Bhonsle | |
| Name: Sanjai Bhonsle | ||
| Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): ArrowMark Colorado Holdings LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☐ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☑ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Elevation CLO 2017-7, Ltd., | ||
| as a Lender | ||
| By: 325 Fillmore LLC | ||
| As Collateral Manager | ||
| By: | /s/ Sanjai Bhonsle | |
| Name: Sanjai Bhonsle | ||
| Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): ArrowMark Colorado Holdings LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☐ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☑ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Elevation CLO 2017-8, Ltd., | ||
| as a Lender | ||
| By: | /s/ Sanjai Bhonsle | |
| Name: Sanjai Bhonsle | ||
| Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): ArrowMark Colorado Holdings LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☐ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☑ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Elevation CLO 2018-10, Ltd., | ||
| as a Lender | ||
| By: | /s/ Sanjai Bhonsle | |
| Name: Sanjai Bhonsle | ||
| Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): ArrowMark Colorado Holdings LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☐ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☑ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Elevation CLO 2018-9, Ltd., as a Lender | ||
By: 325 Fillmore LLC | ||
As Collateral Manager | ||
| By: | /s/ Sanjai Bhonsle | |
| Name: Sanjai Bhonsle | ||
| Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
Title: | ||
Name of Fund Manager (if any): ArrowMark Colorado Holdings LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☐ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☑ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Elevation CLO 2020-11, Ltd., as a Lender | ||
By: ArrowMark Colorado Holdings LLC | ||
As Collateral Manager | ||
| By: | /s/ Sanjai Bhonsle | |
| Name: Sanjai Bhonsle | ||
| Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): ArrowMark Colorado Holdings LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Elmwood CLO I, Ltd, as a Lender | ||
| By: | /s/ Bernadette Conway | |
| Name: Bernadette Conway | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Elmwood Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Elmwood CLO II, Ltd, as a Lender | ||
| By: | /s/ Bernadette Conway | |
| Name: Bernadette Conway | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Elmwood Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Elmwood CLO III, Ltd, as a Lender | ||
| By: | /s/ Bernadette Conway | |
| Name: Bernadette Conway | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Elmwood Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Elmwood CLO IV, Ltd, as a Lender | ||
| By: | /s/ Bernadette Conway | |
| Name: Bernadette Conway | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Elmwood Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Elmwood CLO V Ltd., as a Lender | ||
| By: | /s/ Bernadette Conway | |
| Name: Bernadette Conway | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Elmwood Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Elmwood CLO VI, Ltd, as a Lender | ||
| By: | /s/ Bernadette Conway | |
| Name: Bernadette Conway | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Elmwood Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Elmwood Warehouse VII, Ltd, as a Lender | ||
| By: | /s/ Bernadette Conway | |
| Name: Bernadette Conway | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Elmwood Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Elmwood Warehouse VIII, Ltd., as a Lender | ||
| By: | /s/ Bernadette Conway | |
| Name: Bernadette Conway | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Elmwood Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
ERIE INDEMNITY COMPANY, as a Lender | ||
By: Credit Suisse Asset Management, LLC., as its investment manager | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
ERIE INSURANCE EXCHANGE, as a Lender | ||
By: Credit Suisse Asset Management, LLC., as its investment manager for Erie Indemnity Company, as Attorney-in-Fact for Erie Insurance Exchange | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (��Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Exelon Corporation Pension Master Retirement Trust, as a Lender By: Oaktree Capital Management, L.P. Its: Investment Manager | ||
| By: | /s/ Andrew Park | |
| Name: Andrew Park | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | /s/ Ronald Kaplan | |
| Name: Ronald Kaplan | ||
| Title: Managing Director | ||
Name of Fund Manager (if any): Oaktree Capital Management, LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| AXA IM Paris SA for and on behalf of FDNC US Senior Loans, as a Lender | ||
| By: | /s/ Yumiko Licznerski | |
| Name: Yumiko Licznerski | ||
| Title: Senior Credit Analyst | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): AXA
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| FIAM Floating Rate High Income Commingled Pool, as a Lender By: Fidelity Institutional Asset Management Trust Company as Trustee | ||
| By: | /s/ Christopher Maher | |
| Name: Christopher Maher | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Fidelity Investments
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
FIAM Leveraged Loan, LP, as a Lender By: FIAM LLC as Investment Manager | ||
| By: | /s/ Christopher Maher | |
| Name: Christopher Maher | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Fidelity Investments
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
BENTHAM STRATEGIC LOAN FUND, By: Credit Suisse Asset Management, LLC, as Sub Advisor for Bentham Asset Management Pty Ltd., the agent and investment manager to Fidante Partners Limited, the trustee for Bentham Strategic Loan Fund | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Bentham Syndicated Loan Fund, By: Credit Suisse Asset Management, LLC., as Agent (Sub Advisor) for Challenger Investment Services | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Fidelity Central Investment Portfolios LLC: Fidelity Floating Rate Central Fund, as a Lender | ||
| By: | /s/ Christopher Maher | |
| Name: Christopher Maher | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Fidelity Investments
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Fidelity Floating Rate High Income Multi-Asset Base Fund, as a Lender by its manager Fidelity Investments Canada ULC | ||
| By: | /s/ Christopher Maher | |
| Name: Christopher Maher | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Fidelity Investments
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Fidelity Income Fund: Fidelity Total Bond Fund, as a Lender | ||
| By: | /s/ Christopher Maher | |
| Name: Christopher Maher | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Fidelity Investments
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Fidelity Qualifying Investor Funds Plc, as a Lender By: FIAM LLC as Sub Advisor | ||
| By: | /s/ Christopher Maher | |
| Name: Christopher Maher | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Fidelity Investments
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Fidelity Salem Street Trust: Fidelity SAI Total Bond Fund, as a Lender | ||
| By: | /s/ Christopher Maher | |
| Name: Christopher Maher | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Fidelity Investments
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Fidelity Summer Street Trust: Fidelity Series Floating Rate High Income Fund, | ||
| By: | /s/ Christopher Maher | |
| Name: Christopher Maher | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Fidelity Investments
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Fidelity Worldwide Investment Trust - Fidelity US Bank Loan Fund, as a Lender By: FIAM LLC as Sub Advisor | ||
| By: | /s/ Christopher Maher | |
| Name: Christopher Maher | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Fidelity Investments
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Fillmore Park CLO, Ltd., By: GSO / Blackstone Debt Funds Management LLC | ||
| By: | /s/ Thomas Iannarone | |
| Name: Thomas Iannarone | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): GSO Capital Partners LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Fonds de Formation des Salaries de L’Industrie de la Construction du Quebec, as a Lender | ||
| By: BlackRock Asset Management Canada Limited as Portfolio Manager and BlackRock Financial Management Inc. as sub-advisor | ||
| By: | /s/ Rob Jacobi | |
| Name: Rob Jacobi | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): BlackRock, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Four Points Multi-Strategy Master Fund Inc., by SHENKMAN CAPITAL MANAGEMENT, INC., | ||
| By: | /s/ Serge Todorovich | |
| Name: Serge Todorovich | ||
| Title: General Counsel & Chief Compliance Officer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Fyrkat Designated Activity Company, By: Its Investment Advisor CVC Credit Partners, LLC | ||
| By: | /s/ Gretchen Bergstresser | |
| Name: Gretchen Bergstresser | ||
| Title: Senior Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): CVC Credit Partners
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
G HSP III LLC, By: Oaktree Capital Management, L.P. its: Investment Manager | ||
| By: | /s/ Andrew Park | |
| Name: Andrew Park | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | /s/ Ronald Kaplan | |
| Name: Ronald Kaplan | ||
| Title: Managing Director | ||
Name of Fund Manager (if any): Oaktree Capital Management, LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
G JBD III LLC, By: Oaktree Capital Management, L.P. its: Investment Manager | ||
| By: | /s/ Andrew Park | |
| Name: Andrew Park | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | /s/ Ronald Kaplan | |
| Name: Ronald Kaplan | ||
| Title: Managing Director | ||
Name of Fund Manager (if any): Oaktree Capital Management, LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| G LTP III LLC, as a Lender By: Oaktree Capital Management, L.P. its: Investment Manager | ||
| By: | /s/ Andrew Park | |
| Name: Andrew Park | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | /s/ Ronald Kaplan | |
| Name: Ronald Kaplan | ||
| Title: Managing Director | ||
Name of Fund Manager (if any): Oaktree Capital Management, LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| General Conference Corporation of Seventh-day Adventists, as a Lender | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
GILBERT PARK CLO, LTD., By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager | ||
| By: | /s/ Thomas Iannarone | |
| Name: Thomas Iannarone | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): GSO Capital Partners LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| GIM Investment Trust - US High Yield Bond and Loan Fund, as a Lender | ||
| By: | /s/ Alex Sammarco | |
| Name: Alex Sammarco | ||
| Title: Executive Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): JPMorgan Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| GIM SPECIALIST INVESTMENT FUNDS - GIM MULTI SECTOR CREDIT FUND, as a Lender | ||
| By: | /s/ Alex Sammarco | |
| Name: Alex Sammarco | ||
| Title: Executive Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): JPMorgan Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| GIM TRUST 2 - SENIOR SECURED LOAN FUND, as a Lender | ||
| By: | /s/ Alex Sammarco | |
| Name: Alex Sammarco | ||
| Title: Executive Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): JPMorgan Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Eaton Vance US Loan Fund 2016 a Series Trust of Global Cayman Investment Trust, as a Lender By: Eaton Vance Management as Investment Advisor | ||
| By: | /s/ Michael Brotthof | |
| Name: Michael Brotthof | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Eaton Vance Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| MI Senior Loan Segregated Portfolio, as a Lender | ||
| By: | /s/ Anthony Farraye | |
| Name: Anthony Farraye | ||
| Title: Associate | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Morgan Stanley Investment Management Inc
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Invesco US Leveraged Loan Fund 2016-9 a Series Trust of Global Multi Portfolio Investment Trust, as a Lender | ||
| By: Invesco Senior Secured Management, Inc. as Investment Manager | ||
| By: | /s/ Kevin Egan | |
| Name: Kevin Egan | ||
| Title: Authorized Individual | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Stelle HYFI Loan Fund, as a Lender | ||
| By: Credit Suisse Asset Management, LLC, acting by attorney for G.A.S. (Cayman) Limited, in its capacity as trustee of Stelle HYFI Loan Fund, a series trust of Global Multi Strategy | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Global-Loan SV S.a r.l., as a Lender | ||
| Executed by Alcentra Limited as Portfolio Manager, and Alcentra NY, LLC as Sub-Manager, for and on behalf of Global-Loan SV Sarl | ||
| By: | /s/ Miguel Contreras | |
| Name: Miguel Contreras | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Alcentra NY, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Goldman Sachs Bank USA, as a Lender | ||
| By: | /s/ Mahesh Mohan | |
| Name: Mahesh Mohan | ||
| Title: Authorized Signatory | ||
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Great-West Multi-Sector Bond Fund, as a Lender | ||
| By: | /s/ Kyle Jennings | |
| Name: Kyle Jennings | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Newfleet Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Greenwood Park CLO Ltd., as a Lender | ||
| By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager | ||
| By: | /s/ Thomas Iannarone | |
| Name: Thomas Iannarone | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): GSO Capital Partners LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Grippen Park CLO, Ltd., as a Lender | ||
| By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager to Warehouse Parent, Ltd. | ||
| By: | /s/ Thomas Iannarone | |
| Name: Thomas Iannarone | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): GSO Capital Partners LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
GULF STREAM MERIDIAN 1 LTD., as a Lender | ||
| By: Meridian Credit Management LLC d/b/a Gulf Stream Asset Management, as its Collateral Manager | ||
| By: | /s/ William Farr IV | |
| Name: William Farr IV | ||
| Title: Senior Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Gulf Stream Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Gulf Stream Meridian 2 LTD., as a Lender | ||
| By: Meridian Credit Management LLC d/b/a Gulf Stream Asset Management, as its Collateral Manager | ||
| By: | /s/ William Farr IV | |
| Name: William Farr IV | ||
| Title: Senior Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Gulf Stream Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
GSO Ballantyne Funding LLC, as a Lender | ||
| By: GSO / Blackstone Senior Floating Rate Opportunity Fund LP, as the sole member | ||
| By: GSO SFRO Associates LLC, its general partner | ||
| By: | /s/ Thomas Iannarone | |
| Name: Thomas Iannarone | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): GSO Capital Partners LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Guardia 1, Ltd, as a Lender | ||
| By: Sculptor Loan Management LP, its investment manager | ||
| By: Sculptor Loan Management LLC, its general partner | ||
| By: | /s/ Wayne Cohen | |
| Name: Wayne Cohen | ||
| Title: President and Chief Operating Officer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SCULPTOR LOAN MANAGEMENT LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Guidestone Funds Global Bond Fund, | ||
| as a Lender | ||
| BY: Western Asset Management Company as Investment Manager and Agent | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Gulf Stream Meridian 3 LTD, | ||
| as a Lender | ||
By: Meridian Credit Management LLC d/b/a Gulf Stream Asset Management, as its Collateral Manager | ||
| By: | /s/ William Farr IV | |
| Name: William Farr IV | ||
| Title: Senior Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Gulf Stream Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Halcyon Loan Advisors Funding 2017-1 Ltd, | ||
| as a Lender | ||
| By: Halcyon Loan Advisors A LLC as Collateral Manager | ||
| By: | /s/ Dave Berger | |
| Name: Dave Berger | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): BARDIN HILL INVESTMENT PARTNERS LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Halcyon Loan Advisors Funding 2017-2 Ltd, | ||
| as a Lender | ||
| By: Halcyon Loan Advisors A LLC as Collateral Manager | ||
| By: | /s/ Dave Berger | |
| Name: Dave Berger | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): BARDIN HILL INVESTMENT PARTNERS LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Halcyon Loan Advisors Funding 2018-1 Ltd., | ||
| as a Lender | ||
| By: | /s/ Dave Berger | |
| Name: Dave Berger | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): BARDIN HILL INVESTMENT PARTNERS LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Halcyon Loan Advisors Funding 2018-2 Ltd, | ||
| as a Lender | ||
| By: Halcyon Loan Advisors 2018-2 LLC as Collateral Manager | ||
| By: | /s/ Dave Berger | |
| Name: Dave Berger | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): BARDIN HILL INVESTMENT PARTNERS LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| HalseyPoint CLO 3, Ltd, | ||
| as a Lender | ||
| By: | /s/ Sunil Pradhan | |
| Name: Sunil Pradhan | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): HALSEYPOINT ASSET MANAGMENT LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| HalseyPoint CLO I, Ltd., | ||
| as a Lender | ||
| By: | /s/ Sunil Pradhan | |
| Name: Sunil Pradhan | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): HALSEYPOINT ASSET MANAGMENT LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| HalseyPoint CLO II, Ltd, | ||
| as a Lender | ||
| By: | /s/ Sunil Pradhan | |
| Name: Sunil Pradhan | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): HALSEYPOINT ASSET MANAGMENT LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Hand Composite Employee Benefit Trust - Western Asset Income CIF, | ||
| as a Lender | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Hand Composite Employee Benefit Trust - WA Core Plus Bond CIF, | ||
| as a Lender | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Harbor Park CLO, Ltd., | ||
| as a Lender | ||
by GSO/Blackstone Debt Funds Management LLC as Collateral Manager | ||
| By: | /s/ Thomas Iannarone | |
| Name: Thomas Iannarone | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): GSO Capital Partners LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| HarbourView CLO VII-R, Ltd., | ||
| as a Lender | ||
By: HarbourView Asset Management Corporation, as Collateral Manager | ||
| By: | /s/ Kevin Egan | |
| Name: Kevin Egan | ||
| Title: Authorized Individual | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Harriman Park CLO, Ltd., as a Lender | ||
| by Blackstone / GSO CLO Management LLC as Collateral Manager | ||
| by: GSO / Blackstone Debt Funds Management LLC, its managing member | ||
| By: | /s/ Thomas Iannarone | |
| Name: Thomas Iannarone | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): GSO Capital Partners LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Hartford Total Return Bond ETF, as a Lender | ||
| By: Wellington Management Company LLP as its Investment Advisor | ||
| By: | /s/ Donna Sirianni | |
| Name: Donna Sirianni | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Wellington Management Company, LLP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Hartford Multi-Asset Income and Growth Fund, as a Lender | ||
| By: Wellington Management Company LLP as its Investment Advisor | ||
| By: | /s/ Donna Sirianni | |
| Name: Donna Sirianni | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Wellington Management Company, LLP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| The Hartford Total Return Bond Fund, as a Lender | ||
| By: Wellington Management Company, LLP as its Investment Adviser | ||
| By: | /s/ Donna Sirianni | |
| Name: Donna Sirianni | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Wellington Management Company, LLP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| The Hartford Strategic Income Fund, as a Lender | ||
| By: Wellington Management Company, LLP as its Investment Adviser | ||
| By: | /s/ Donna Sirianni | |
| Name: Donna Sirianni | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Wellington Management Company, LLP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
The Hartford Floating Rate High Income Fund, as a Lender By: Wellington Management Company, LLP as its | ||
| By: | /s/ Donna Sirianni | |
| Name: Donna Sirianni | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Wellington Management Company, LLP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
The Hartford Short Duration Fund, as a Lender | ||
| By: Wellington Management Company, LLP as its Investment Adviser | ||
| By: | /s/ Donna Sirianni | |
| Name: Donna Sirianni | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Wellington Management Company, LLP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| The Hartford Floating Rate Fund, as a Lender | ||
| By: Wellington Management Company, LLP as its Investment Adviser | ||
| By: | /s/ Donna Sirianni | |
| Name: Donna Sirianni | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Wellington Management Company, LLP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Hartford Total Return Bond HLS Fund, as a Lender | ||
| By: Wellington Management Company, LLP as its Investment Adviser | ||
| By: | /s/ Donna Sirianni | |
| Name: Donna Sirianni | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Wellington Management Company, LLP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement��), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Healthcare Employees’ Pension Plan-Manitoba By Post Advisory, as a Lender By: Post Advisory Group, LLC not in its individual capacity but solely as authorized agent for and on behalf of: | ||
| By: | /s/ Iris Shin | |
| Name: Iris Shin | ||
| Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Post Advisory Group, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Highmark Inc., as a Lender by SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager | ||
| By: | /s/ Serge Todorovich | |
| Name: Serge Todorovich | ||
| Title: General Counsel & Chief Compliance Officer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| HYFI Aquamarine Loan Fund, as a Lender | ||
| By: | /s/ Jeffrey Smith | |
| Name: Jeffrey Smith | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): KKR Asset Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
HYFI LOAN FUND, as a Lender By: Credit Suisse Asset Management, LLC, as investment manager | ||
| By: | /s/ Thomas Flannery | |
Name: Thomas Flannery Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs
Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
ICM Global Floating Rate Income Limited, as a Lender By: Investcorp Credit Management US LLC, as the US Investment Manager | ||
| By: | /s/ David Nadeau | |
Name: David Nadeau Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Investcorp Credit Management US LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs
Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Illinois State Board of Investment, as a Lender | ||
| By: | /s/ Schrager, Alan | |
Name: Schrager, Alan Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Oak Hill Advisors, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
INDACO SICAV-SIF-INDACO CIFC US LOANS, as a Lender By: CIFC Asset Management LLC, | ||
| By: | /s/ Robert Mandery | |
Name: Robert Mandery Title: Co-Head of Investment Research | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): CIFC Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs
Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Indaco SICAV-SIF Senior Secured Corporate Loan Fund, as a Lender By: CIFC Asset Management LLC, | ||
| By: | /s/ Robert Mandery | |
Name: Robert Mandery Title: Co-Head of Investment Research | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): CIFC Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs
Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Indiana Public Retirement System, as a Lender By: Oaktree Capital Management, L.P. its: Investment Manager | ||
| By: | /s/ Andrew Park | |
Name: Andrew Park Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | /s/ Ronald Kaplan | |
Name: Ronald Kaplan Title: Managing Director | ||
Name of Fund Manager (if any): Oaktree Capital Management, LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Indiana University, as a Lender | ||
| By: | /s/ Joanne Dy | |
Name: Joanne Dy Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
INTERLAKEN FUNDING, LTD, as a Lender | ||
| By: | /s/ Thomas Flannery | |
Name: Thomas Flannery Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
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/ Alan Schrager | |
Name: Alan Schrager Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Oak Hill Advisors, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
SAEV Masterfonds Wellington Global High Yield, as a Lender By: Wellington Management Company LLP as its Investment Advisor | ||
| By: | /s/ Donna Sirianni | |
Name: Donna Sirianni Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Wellington Management Company, LLP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Invesco BL Fund, Ltd., as a Lender By: Invesco Management S.A. As Investment Manager | ||
| By: | /s/ Kevin Egan | |
Name: Kevin Egan Title: Authorized Individual | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Invesco Senior Loan ETF, as a Lender By: Invesco Senior Secured Management, Inc., as Sub-Adviser | ||
| By: | /s/ Kevin Egan | |
Name: Kevin Egan Title: Authorized Individual | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Invesco Floating Rate Income Fund, as a Lender By: Invesco Senior Secured Management, Inc. as Sub-Adviser | ||
| By: | /s/ Egan, Kevin | |
Name: Egan, Kevin Title: Authorized Individual | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Invesco Gemini US Loan Fund LLC, as a Lender By: Invesco Senior Secured Management, Inc as Investment Advisor | ||
| By: | /s/ Kevin Egan | |
| Name: Kevin Egan | ||
| Title: Authorized Individual | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Invesco Master Loan Fund, as a Lender By: Invesco Senior Secured Management, Inc., | ||
| By: | /s/ Kevin Egan | |
| Name: Kevin Egan | ||
| Title: Authorized Individual | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Invesco Sakura US Senior Secured Fund, as a Lender By: Invesco Senior Secured Management, Inc. as Investment Manager | ||
| By: | /s/ Kevin Egan | |
| Name: Kevin Egan | ||
| Title: Authorized Individual | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Invesco Senior Income Trust, as a Lender BY: Invesco Senior Secured Management, Inc. as Sub-advisor | ||
| By: | /s/ Kevin Egan | |
| Name: Kevin Egan | ||
| Title: Authorized Individual | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Invesco Senior Loan Fund, as a Lender BY: Invesco Senior Secured Management, Inc. as Sub-advisor | ||
| By: | /s/ Kevin Egan | |
| Name: Kevin Egan | ||
| Title: Authorized Individual | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
INVESCO SSL FUND LLC, as a Lender By: Invesco Senior Secured Management, Inc. as Collateral Manager | ||
| By: | /s/ Egan, Kevin | |
| Name: Egan, Kevin | ||
| Title: Authorized Individual | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Invesco Zodiac Funds-Invesco US Senior Loan Fund, as a Lender By: Invesco Senior Secured Management, Inc. as Investment Manager | ||
| By: | /s/ Kevin Egan | |
| Name: Kevin Egan | ||
| Title: Authorized Individual | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Iowa Public Employees’ Retirement System, as a Lender | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Iron Workers Locals 40, 361 & 417 Pension Fund, as a Lender | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Jackson Mill CLO Ltd., as a Lender By: Shenkman Capital Management, Inc., as Portfolio Manager | ||
| By: | /s/ Serge Todorovich | |
| Name: Serge Todorovich | ||
| Title: General Counsel & Chief Compliance Officer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Jamestown CLO II Ltd., as a Lender By: 3i Debt Management US, LLC as Manager | ||
| By: | /s/ David Nadeau | |
| Name: David Nadeau | ||
| Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Investcorp Credit Management US LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Jamestown CLO IX Ltd., as a Lender By: 3i Debt Management U.S. LLC, as Portfolio Manager | ||
| By: | /s/ David Nadeau | |
| Name: David Nadeau | ||
| Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Investcorp Credit Management US LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Jamestown CLO VI-R Ltd., as a Lender | ||
| By: Investcorp Credit Management US LLC, as Portfolio Manager | ||
| By: | /s/ David Nadeau | |
| Name: David Nadeau | ||
| Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Investcorp Credit Management US LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Jamestown CLO X Ltd., as a Lender | ||
| By: 3i Debt Management U.S. LLC, as Portfolio Manager | ||
| By: | /s/ David Nadeau | |
| Name: David Nadeau | ||
| Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Investcorp Credit Management US LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
JAMESTOWN CLO XI LTD., as a Lender | ||
| By: Investcorp Credit Management US LLC, as Investment Manager | ||
| By: | /s/ David Nadeau | |
| Name: David Nadeau | ||
| Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Investcorp Credit Management US LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Jamestown CLO XII Ltd., as a Lender | ||
| By: | /s/ David Nadeau | |
| Name: David Nadeau | ||
| Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Investcorp Credit Management US LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Jamestown CLO XIV Ltd., as a Lender | ||
| By: Investcorp Credit Management US LLC, as Portfolio Manager | ||
| By: | /s/ David Nadeau | |
| Name: David Nadeau | ||
| Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Investcorp Credit Management US LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
JAMESTOWN CLO XV Ltd., as a Lender | ||
| By: Investcorp Credit Management US LLC, as Portfolio Manager | ||
| By: | /s/ David Nadeau | |
| Name: David Nadeau | ||
| Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Investcorp Credit Management US LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
JANA Multi-Sector Credit Trust, as a Lender | ||
| By: | /s/ Serge Todorovich | |
| Name: Serge Todorovich | ||
| Title: General Counsel & Chief Compliance Officer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Eaton Vance US Senior BL Fund 2018, as a Lender | ||
| By: Eaton Vance Management as Investment Advisor | ||
| By: | /s/ Michael Brotthof | |
| Name: Michael Brotthof | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Eaton Vance Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Jay Park CLO Ltd., as a Lender | ||
| By: Virtus Partners LLC as Collateral Administrator | ||
| By: | /s/ Thomas Iannarone | |
| Name: Thomas Iannarone | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): GSO Capital Partners LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Jefferson Mill CLO, Ltd., as a Lender | ||
| By: Shenkman Capital Management, Inc., as Collateral Manager | ||
| By: | /s/ Serge Todorovich | |
| Name: Serge Todorovich | ||
| Title: General Counsel & Chief Compliance Officer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
JNL/PPM America Total Return Fund, a series of JNL Investors Series Trust, as a Lender | ||
| By: PPM America, Inc. as sub-adviser | ||
| By: | /s/ David Wagner | |
| Name: David Wagner | ||
| Title: Senior Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): PPM America, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
DoubleLine Capital LP as Sub-Advisor to: JNL/DoubleLine Core Fixed Income Fund, | ||
| By: | /s/ Oi Jong Martel | |
| Name: Oi Jong Martel | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): DoubleLine Capital LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
DoubleLine Capital LP as Sub-Advisor to: JNL/DoubleLine Shiller Enhanced CAPE Fund, as a Lender | ||
| By: | /s/ Oi Jong Martel | |
| Name: Oi Jong Martel | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): DoubleLine Capital LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
JNL/Fidelity Institutional Asset Management Total Bond Fund, as a Lender | ||
| By: | /s/ Christopher Maher | |
| Name: Christopher Maher | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Fidelity Investments
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
JNL/PPM America Floating Rate Income Fund, a series of the JNL Series Trust, as a Lender By: PPM America, Inc., as sub-adviser | ||
| By: | /s/ David Wagner | |
| Name: David Wagner | ||
| Title: Senior Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): PPM America, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
JHF II - Short Duration Credit Opportunities Fund, as a Lender | ||
| By: | /s/ Adam Shapiro | |
| Name: Adam Shapiro | ||
| Title: General Counsel | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Stone Harbor Investment Partners LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender���) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
John Hancock Variable Insurance Trust Opportunistic Fixed Income Trust, as a Lender By: Wellington Management Company LLP as its Investment Advisor | ||
| By: | /s/ Donna Sirianni | |
| Name: Donna Sirianni | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Wellington Management Company, LLP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as a Lender | ||
| By: | /s/ Sean Chudzik | |
| Name: Sean Chudzik | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): JPMORGAN CHASE and CO.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
JPMORGAN CHASE BANK N.A. AS TRUSTEE OF THE JPMORGAN CHASE RETIREMENT PLAN, as a Lender | ||
| By: | /s/ Alex Sammarco | |
| Name: Alex Sammarco | ||
| Title: Executive Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): JPMorgan Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
JPMORGAN INSURANCE TRUST INCOME BUILDER PORTFOLIO, as a Lender | ||
| By: | /s/ Alex Sammarco | |
| Name: Alex Sammarco | ||
| Title: Executive Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): JPMorgan Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
JPMORGAN DIVERSIFIED FUND, as a Lender | ||
| By: | /s/ Alex Sammarco | |
| Name: Alex Sammarco | ||
| Title: Executive Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): JPMorgan Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
JPMORGAN FLOATING RATE INCOME FUND, as a Lender | ||
| By: | /s/ Alex Sammarco | |
| Name: Alex Sammarco | ||
| Title: Executive Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): JPMorgan Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
JPMORGAN GLOBAL ALLOCATION FUND, as a Lender | ||
| By: | /s/ Alex Sammarco | |
| Name: Alex Sammarco | ||
| Title: Executive Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): JPMorgan Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
JPMORGAN GLOBAL BOND OPPORTUNITIES FUND, as a Lender | ||
| By: | /s/ Alex Sammarco | |
| Name: Alex Sammarco | ||
| Title: Executive Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): JPMorgan Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
JPMORGAN INCOME BUILDER FUND, as a Lender | ||
| By: | /s/ Alex Sammarco | |
| Name: Alex Sammarco | ||
| Title: Executive Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): JPMorgan Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
JPMorgan Total Return Fund, as a Lender | ||
| By: | /s/ Alex Sammarco | |
| Name: Alex Sammarco | ||
| Title: Executive Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): JPMorgan Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
JPMORGAN HIGH YIELD FUND, as a Lender | ||
| By: | /s/ Alex Sammarco | |
| Name: Alex Sammarco | ||
| Title: Executive Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): JPMorgan Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
JPMORGAN STRATEGIC INCOME OPPORTUNITIES FUND, as a Lender | ||
| By: | /s/ Alex Sammarco | |
| Name: Alex Sammarco | ||
| Title: Executive Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): JPMorgan Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| JSS Special Investments FCP (SIF) - JSS Senior Loan Fund, as a Lender | ||
| By: CIFC Asset Management LLC, its Sub-Investment Manager | ||
| By: | /s/ Robert Mandery | |
| Name: Robert Mandery | ||
| Title: Co-Head of Investment Research | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): CIFC Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
KA SPECIAL K, L.P., as a Lender | ||
| By: | /s/ John Eanes | |
| Name: John Eanes | ||
| Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Kayne Anderson Capital Advisors, LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☒ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Blue Cross and Blue Shield Association National Retirement Trust , as a Lender | ||
| By: | /s/ Stephen Kotsen | |
| Name: Stephen Kotsen | ||
Title: Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☒ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
THE STATE OF CONNECTICUT ACTING THROUGH ITS TREASURER, | ||
| By: | /s/ Stephen Kotsen | |
| Name: Stephen Kotsen | ||
Title: Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☒ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Government of Guam Retirement Fund , as a Lender | ||
| By: | /s/ Stephen Kotsen | |
| Name: Stephen Kotsen | ||
Title: Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☒ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Kapitalforeningen Industriens Pension Portfolio; High Yield Obligationer III, as a Lender | ||
| By: | /s/ Stephen Kotsen | |
| Name: Stephen Kotsen | ||
Title: Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☒ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
L3Harris Pension Master Trust, as a Lender | ||
| By: | /s/ Stephen Kotsen | |
| Name: Stephen Kotsen | ||
Title: Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☒ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| LOUISIANA STATE EMPLOYEES’ RETIREMENT SYSTEM, as a Lender | ||
| By: | /s/ Stephen Kotsen | |
| Name: Stephen Kotsen | ||
Title: Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☒ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
STICHTING MARS PENSIOENFONDS, as a Lender | ||
| By: | /s/ Stephen Kotsen | |
| Name: Stephen Kotsen | ||
Title: Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☒ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
MARS ASSOCIATES RETIREMENT PLAN, as a Lender | ||
| By: | /s/ Stephen Kotsen | |
| Name: Stephen Kotsen | ||
Title: Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☒ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| COMMONWEALTH OF MASSACHUSETTS EMPLOYEES DEFERRED COMPENSATION PLAN, | ||
| as a Lender | ||
| By: | /s/ Stephen Kotsen | |
| Name: Stephen Kotsen | ||
Title: Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☒ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| MONTGOMERY COUNTY EMPLOYEES’ RETIREMENT SYSTEM, | ||
| as a Lender | ||
| By: | /s/ Stephen Kotsen | |
| Name: Stephen Kotsen | ||
Title: Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☒ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| MONTGOMERY COUNTY CONSOLIDATED RETIREE HEALTH BENEFITS TRUST, | ||
| as a Lender | ||
| By: | /s/ Stephen Kotsen | |
| Name: Stephen Kotsen | ||
Title: Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☒ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| NATIONAL RAILROAD RETIREMENT INVESTMENT TRUST, | ||
| as a Lender | ||
| By: | /s/ Stephen Kotsen | |
| Name: Stephen Kotsen | ||
Title: Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☒ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| NEW YORK CITY BOARD OF EDUCATION RETIREMENT SYSTEM, | ||
| as a Lender | ||
| By: | /s/ Stephen Kotsen | |
| Name: Stephen Kotsen | ||
Title: Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☒ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| NEW YORK CITY EMPLOYEES’ RETIREMENT SYSTEM, | ||
| as a Lender | ||
| By: | /s/ Stephen Kotsen | |
| Name: Stephen Kotsen | ||
Title: Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☒ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| NEW YORK CITY FIRE DEPARTMENT PENSION FUND, | ||
| as a Lender | ||
| By: | /s/ Stephen Kotsen | |
| Name: Stephen Kotsen | ||
Title: Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☒ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| NEW YORK CITY POLICE PENSION FUND, | ||
| as a Lender | ||
| By: | /s/ Stephen Kotsen | |
| Name: Stephen Kotsen | ||
Title: Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☒ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| TEACHERS’ RETIREMENT SYSTEM OF THE CITY OF NEW YORK, | ||
| as a Lender | ||
| By: | /s/ Stephen Kotsen | |
| Name: Stephen Kotsen | ||
Title: Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☒ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| OHIO PUBLIC EMPLOYEES RETIREMENT SYSTEM, | ||
| as a Lender | ||
| By: | /s/ Stephen Kotsen | |
| Name: Stephen Kotsen | ||
Title: Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☒ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| PACE HIGH YIELD INVESTMENTS, | ||
| as a Lender | ||
| By: | /s/ Stephen Kotsen | |
| Name: Stephen Kotsen | ||
Title: Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☒ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| PENSIONDANMARK PENSIONSFORSIKRINGSAKTIESELSKAB, | ||
| as a Lender | ||
| By: | /s/ Stephen Kotsen | |
| Name: Stephen Kotsen | ||
Title: Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☒ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| STICHTING PENSIOENFONDS HOOGOVENS, as a Lender | ||||
| By: | /s/ Stephen Kotsen | |||
| Name: | Stephen Kotsen | |||
| Title: | Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor | |||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☒ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, as a Lender | ||||
| By: | /s/ Stephen Kotsen | |||
| Name: | Stephen Kotsen | |||
| Title: | Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor | |||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☒ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Kapitalforeningen MP Invest dba High yield obligationer V, as a Lender | ||||
| By: | /s/ Stephen Kotsen | |||
| Name: | Stephen Kotsen | |||
| Title: | Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor | |||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Kapitalforeningen Investin Pro, US Leveraged Loans I, as a Lender | ||
| By: Invesco Senior Secured Management, Inc. as Investment Manager | ||
| By: | /s/ Kevin Egan | |
| Name: Kevin Egan | ||
| Title: Authorized Individual | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Kayne CLO 4, Ltd., as a Lender | ||
| By: | /s/ John Eanes | |
Name: John Eanes Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Kayne Anderson Capital Advisors, LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Kayne CLO 5, Ltd., as a Lender | ||
| By: | /s/ John Eanes | |
| Name: John Eanes | ||
| Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Kayne Anderson Capital Advisors, LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Kayne CLO 6, Ltd., as a Lender | ||
| By: | /s/ John Eanes | |
| Name: John Eanes | ||
| Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Kayne Anderson Capital Advisors, LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| KAYNE CLO 7, LTD, as a Lender | ||
| By: | /s/ John Eanes | |
| Name: John Eanes | ||
| Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Kayne Anderson Capital Advisors, LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Kayne CLO 8, LTD, as a Lender | ||
| By: | /s/ John Eanes | |
| Name: John Eanes | ||
| Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Kayne Anderson Capital Advisors, LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Kayne CLO 9, Ltd., as a Lender | ||
| By: | /s/ John Eanes | |
| Name: John Eanes | ||
| Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Kayne Anderson Capital Advisors, LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Kayne CLO I, Ltd., as a Lender | ||
| By: | /s/ John Eanes | |
| Name: John Eanes | ||
| Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Kayne Anderson Capital Advisors, LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Kayne CLO II, Ltd., as a Lender | ||
| By: | /s/ John Eanes | |
| Name: John Eanes | ||
| Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Kayne Anderson Capital Advisors, LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Kayne CLO III, Ltd., as a Lender | ||
| By: | /s/ John Eanes | |
| Name: John Eanes | ||
| Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Kayne Anderson Capital Advisors, LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Kentucky Retirement Systems, as a Lender | ||
| by SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager | ||
| By: | /s/ Serge Todorovich | |
| Name: Serge Todorovich | ||
| Title: General Counsel & Chief Compliance Officer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Kentucky Retirement Systems Insurance Trust Fund, as a Lender | ||
| by SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager | ||
| By: | /s/ Serge Todorovich | |
| Name: Serge Todorovich | ||
| Title: General Counsel & Chief Compliance Officer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Kentucky Teachers’ Retirement System Insurance Trust Fund, as a Lender | ||
| by SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager | ||
| By: | /s/ Serge Todorovich | |
| Name: Serge Todorovich | ||
| Title: General Counsel & Chief Compliance Officer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Kern County Employees Retirement Association, as a Lender | ||
| BY: Western Asset Management Company as Investment Manager and Agent | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
KKR DAF SYNDICATED LOAN AND HIGH YIELD FUND DESIGNATED ACTIVITY COMPANY, as a Lender | ||
| By: | /s/ Jeffrey Smith | |
| Name: Jeffrey Smith | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): KKR Asset Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Kolumban Alternative Investments - Loans, as a Lender | ||
| By: CIFC Asset Management LLC, its Sub- Investment Manager | ||
| By: | /s/ Robert Mandery | |
| Name: Robert Mandery | ||
| Title: Co-Head of Investment Research | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): CIFC Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Kolumban Alternative Investments - Loans, as a Lender | ||
| By: Octagon Credit Investors, LLC as Investment Manager | ||
| By: | /s/ Kimberly Wong Lem | |
| Name: Kimberly Wong Lem | ||
| Title: Vice President, Portfolio Administration | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Octagon Credit Investors, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Kolumban Alternative Investments -Loans, as a Lender | ||
| By: SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager | ||
| By: | /s/ Serge Todorovich | |
| Name: Serge Todorovich | ||
| Title: General Counsel & Chief Compliance Officer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
KVK CLO 2013-1 Ltd., as a Lender | ||
| By First Eagle Alternative Credit, LLC, as Successor Collateral Manager | ||
| By: | /s/ James R. Fellows | |
| Name: James R. Fellows | ||
| Title: Managing Director/Co-Head | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): First Eagle Investment Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
KVK CLO 2018-1 Ltd., as a Lender | ||
| By First Eagle Alternative Credit, LLC, as Successor Collateral Manager | ||
| By: | /s/ James R. Fellows | |
| Name: James R. Fellows | ||
| Title: Managing Director/Co-Head | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): First Eagle Investment Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Western Asset Total Return ETF, as a Lender | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Legg Mason IF Western Asset Global Multi Strategy Bond Fund, as a Lender | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Legg Mason Western Asset Global Multi-Strategy Fund, as a Lender BY: Western Asset Management Company as Investment Manager and Agent | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Legg Mason Global Funds plc / Legg Mason Western Asset Multi-Asset Credit Fund, as a Lender | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Legg Mason Western Asset US Core Plus Bond Fund, as a Lender | ||
| By: | /s/ Joanne Dy | |
Name: Joanne Dy | ||
Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Legg Mason Partners Income Trust - Western Asset Income Fund, as a Lender | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Western Asset Short Duration High Income fund, as a Lender | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Western Asset SMASh Series Core Plus Completion Fund, as a Lender | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Western Asset Core Plus VIT Portfolio, as a Lender BY: Western Asset Management Company as Investment Manager and Agent | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
LEO Funding I Limited, BlueBay Asset Management LLC acting as agent for: | ||
| By: | /s/ Kevin Webb | |
| Name: Kevin Webb | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): BlueBay Asset Management LLP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
LVIP JPMORGAN HIGH YIELD FUND, as a Lender | ||
| By: | /s/ Alex Sammarco | |
| Name: Alex Sammarco | ||
| Title: Executive Director | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): JPMorgan Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Locals 302 & 612 of the International Union of Operating Engineers-Employers Construction Industry Retirement Fund, as a Lender | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Long Point Park CLO Ltd., By: GSO / Blackstone Debt Funds Management LLC | ||
| By: | /s/ Thomas Iannarone | |
| Name: Thomas Iannarone | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): GSO Capital Partners LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Lord Abbett Bank Loan Trust, as a Lender By: Lord Abbett & Co LLC, As Investment Manager | ||
| By: | /s/ Arthur Rezendes | |
| Name: Arthur Rezendes | ||
| Title: Director, Pricing & Corporate Actions | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Lord Abbett
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Lord Abbett Floating Rate Senior Loan Fund, as a Lender By: Lord, Abbett & Co. LLC, as Investment Manager | ||
| By: | /s/ Arthur Rezendes | |
| Name: Arthur Rezendes | ||
| Title: Director, Pricing & Corporate Actions | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Lord Abbett
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Lord Abbett Investment Trust - Lord Abbett Floating Rate Fund, as a Lender | ||
| By: Lord Abbett & Co LLC, As Investmen Manager | ||
| By: | /s/ Arthur Rezendes | |
| Name: Arthur Rezendes | ||
| Title: Director, Pricing & Corporate Actions | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Lord Abbett
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Los Angeles County Employees Retirement Association, as a Lender | ||
| BY: Western Asset Management Company as Investment Manager and Agent | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Los Angeles County Employees Retirement Association, as a Lender | ||
| By: Credit Suisse Asset Management, LLC, | ||
| By: Credit Suisse Asset Management, LLC, as Manager | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| DoubleLine Capital LP as Investment Advisor to: Louisiana State Employees’ Retirement System, as a Lender | ||
| By: | /s/ Oi Jong Martel | |
| Name: Oi Jong Martel | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): DoubleLine Capital LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| LOUISIANA STATE EMPLOYEES’ RETIREMENT SYSTEM, as a Lender | ||
| By: | /s/ Alex Sammarco | |
| Name: Alex Sammarco | ||
| Title: Executive Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): JPMorgan Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Lucali CLO, Ltd, as a Lender | ||
| By: Invesco Senior Secured Management, Inc. as Collateral Manager | ||
| By: | /s/ Egan, Kevin | |
| Name: Egan, Kevin | ||
| Title: Authorized Individual | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| MADISON FLINTHOLM SENIOR LOAN FUND I DAC, as a Lender | ||
| By: Credit Suisse Asset Management LLC, as Investment Manager | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| MADISON PARK FUNDING X, LTD., as a Lender | ||
| BY: Credit Suisse Asset Management, LLC, as portfolio manager | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Madison Park Funding XI, Ltd., as a Lender | ||
| BY: Credit Suisse Asset Management, LLC, as portfolio manager | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Madison Park Funding XIII, Ltd., as a Lender | ||
| BY: Credit Suisse Asset Management, LLC, as portfolio manager | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| MADISON PARK FUNDING XIV, LTD., as a Lender | ||
| BY: Credit Suisse Asset Management, LLC, as portfolio manager | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Madison Park Funding XIX, Ltd., By: Credit Suisse Asset Management, LLC, as collateral manager | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Madison Park Funding XL, Ltd., as a Lender | ||
| By: Credit Suisse Asset Management, LLC, as portfolio manager | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Madison Park Funding XLI, Ltd., as a Lender | ||
| By: Credit Suisse Asset Management, LLC, as portfolio manager | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Madison Park Funding XLII, Ltd., as a Lender | ||
| By: Credit Suisse Asset Management, LLC, as portfolio manager | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Madison Park Funding XLIII, Ltd., as a Lender | ||
| By: Credit Suisse Asset Management, LLC, as portfolio manager | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Madison Park Funding XLIV, Ltd., as a Lender | ||
| By: Credit Suisse Asset Management, LLC, as Portfolio Manager | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Madison Park Funding XLV, Ltd., as a Lender | ||
| By: Credit Suisse Asset Management, LLC in its capacity as Investment Manager | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Madison Park Funding XLVI, Ltd., as a Lender | ||
| By: Credit Suisse Asset Management, LLC, as Portfolio Manager | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Madison Park Funding XLVII, Ltd., as a Lender | ||
| By: Credit Suisse Asset Management, LLC, as Portfolio Manager | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
MADISON PARK FUNDING XVII, LTD., as a Lender | ||
| BY: Credit Suisse Asset Management, LLC, as portfolio manager | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Madison Park Funding XVIII, Ltd., as a Lender | ||
By: Credit Suisse Asset Management, LLC as Collateral Manager | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Madison Park Funding XX, Ltd., as a Lender | ||
| By: Credit Suisse Asset Management, LLC, as portfolio manager | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Madison Park Funding XXI, Ltd., as a Lender | ||
| By: Credit Suisse Asset Management, LLC, as portfolio manager | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Madison Park Funding XXII, Ltd., as a Lender | ||
| By: Credit Suisse Asset Management, LLC, as portfolio manager | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Madison Park Funding XXIII, Ltd., as a Lender | ||
| By: Credit Suisse Asset Management, LLC as Collateral Manager | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Madison Park Funding XXIV, Ltd., as a Lender | ||
| By: Credit Suisse Asset Management, LLC as Collateral Manager | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Madison Park Funding XXIX, Ltd., as a Lender | ||
| By: Credit Suisse Asset Management, LLC, as Collateral Manager | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Madison Park Funding XXV, Ltd., as a Lender | ||
| By: Credit Suisse Asset Management, LLC, as collateral manager | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Madison Park Funding XXVI, Ltd, as a Lender | ||
| By: Credit Suisse Asset Management, LLC, as collateral manager | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Madison Park Funding XXVII, Ltd., as a Lender | ||
| By: Credit Suisse Asset Management, LLC, as Asset Manager | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Madison Park Funding XXVIII, Ltd., as a Lender | ||
| By: Credit Suisse Asset Management, LLC, as portfolio manager | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Madison Park Funding XXX, Ltd., as a Lender | ||
| By: Credit Suisse Asset Management, LLC as Portfolio Manager | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Madison Park Funding XXXI, Ltd., as a Lender | ||
| By: Credit Suisse Asset Management, LLC, as Asset Manager | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Madison Park Funding XXXII, Ltd., as a Lender | ||
| By: Credit Suisse Asset Management, LLC, as Porfolio Manager | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
MADISON PARK FUNDING XXXIII, LTD., as a Lender | ||
By: Credit Suisse Asset Management, LLC, as Collateral Manager | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Madison Park Funding XXXIV, Ltd., as a Lender | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Madison Park Funding XXXIX, Ltd., By: Credit Suisse Asset Management, LLC, as Portfolio Manager | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Madison Park Funding XXXV, Ltd., By: Credit Suisse Asset Management, LLC, as Asset Manager | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Madison Park Funding XXXVI, Ltd., as a Lender | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Madison Park Funding XXXVII, Ltd., By: Credit Suisse Asset Management, LLC, as Porfolio Manager | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Magnetite VII, Limited, BY: BlackRock Financial Management Inc., Its Collateral Manager | ||
| By: | /s/ Rob Jacobi | |
| Name: Rob Jacobi | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): BlackRock, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Magnetite VIII, Limited, BY: BlackRock Financial Management Inc., Its Collateral Manager | ||
| By: | /s/ Rob Jacobi | |
| Name: Rob Jacobi | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): BlackRock, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Magnetite XII, LTD., BY: BlackRock Financial Management, Inc., its Collateral Manager | ||
| By: | /s/ Rob Jacobi | |
| Name: Rob Jacobi | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): BlackRock, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Magnetite XIV-R, Limited, By: BlackRock Financial Management, its Investment Manager | ||
| By: | /s/ Rob Jacobi | |
| Name: Rob Jacobi | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): BlackRock, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Magnetite XV, Limited, By: BlackRock Financial Management, Inc., as Investment Manager | ||
| By: | /s/ Rob Jacobi | |
| Name: Rob Jacobi | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): BlackRock, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Magnetite XVI, Limited, By: BlackRock Financial Management, Inc., as Portfolio Manager | ||
| By: | /s/ Rob Jacobi | |
| Name: Rob Jacobi | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): BlackRock, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Magnetite XVIII, Limited, By: BlackRock Financial Management, Inc., its Collateral Manager | ||
| By: | /s/ Rob Jacobi | |
| Name: Rob Jacobi | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): BlackRock, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Magnetite XX, Limited, By: BlackRock Financial Management, Inc., as Portfolio Manager | ||
| By: | /s/ Rob Jacobi | |
| Name: Rob Jacobi | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): BlackRock, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Magnetite XXI, Limited, By: BlackRock Financial Management Inc., as Collateral Manager | ||
| By: | /s/ Rob Jacobi | |
| Name: Rob Jacobi | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): BlackRock, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Magnetite XXII, Limited, | ||
| as a Lender | ||
| By: BlackRock Financial Management Inc., as Collateral Manager | ||
| By: | /s/ Rob Jacobi | |
| Name: Rob Jacobi | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): BlackRock, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Magnetite XXIII, Limited, | ||
| as a Lender | ||
| By: BlackRock Financial Management Inc., as Collateral Manager | ||
| By: | /s/ Rob Jacobi | |
| Name: Rob Jacobi | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): BlackRock, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Magnetite XXIV, Limited, | ||
| as a Lender | ||
| By: BlackRock Financial Management Inc., as Collateral Manager | ||
| By: | /s/ Rob Jacobi | |
| Name: Rob Jacobi | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): BlackRock, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| MAGNETITE XXV, LIMITED, | ||
| as a Lender | ||
| By: BlackRock Financial Management Inc., as Collateral Manager | ||
By: | /s/ Rob Jacobi | |
Name: Rob Jacobi | ||
Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): BlackRock, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| MAGNETITE XXVI, LIMITED, | ||
| as a Lender | ||
| By: BlackRock Financial Management Inc., as Collateral Manager | ||
| By: | /s/ Rob Jacobi | |
| Name: Rob Jacobi | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): BlackRock, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Magnetite XXVII, Limited, | ||
| as a Lender | ||
By: BlakRock Financial Management Inc. as Investment Manager | ||
| By: | /s/ Rob Jacobi | |
| Name: Rob Jacobi | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): BlackRock, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Magnetite XXVIII, Limited, | ||
| as a Lender | ||
| By: BlackRock Financial Management Inc., as Collateral Manager | ||
| By: | /s/ Rob Jacobi | |
| Name: Rob Jacobi | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): BlackRock, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| MARYLAND STATE RETIREMENT AND PENSION SYSTEM, | ||
| as a Lender | ||
| By: Credit Suisse Asset Management, LLC, as its Manager | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| MassMutual Select Funds - MassMutual Select T. | ||
| Rowe Price Bond Asset Fund, | ||
| as a Lender | ||
| By: T. Rowe Price Associates, Inc., as investment sub-adviser | ||
| By: | /s/ Rebecca Willey | |
| Name: Rebecca Willey | ||
| Title: Bank Loan Trader | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): T. Rowe Price Associates, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| MassMutual Select Strategic Bond Fund, | ||
| as a Lender | ||
| BY: Western Asset Management Company as Investment Manager and Agent | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Master Trust For Joint Administration Of Pension Plans, | ||
| as a Lender | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| MCIC Vermont (A Reciprocal Risk Retention Group), | ||
| as a Lender | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Medtronic Holdings SARL, as a Lender | ||
| By: Wellington Management Company LLP as its Investment Advisor | ||
| By: | /s/ Donna Sirianni | |
| Name: Donna Sirianni | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Wellington Management Company, LLP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this ��Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Mercer Opportunistic Fixed Income Fund, as a Lender | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
MERCER QIF FUND PLC - Mercer Investment Fund 1, as a Lender | ||
By: Oak Hill Advisors, L.P. as Investment Manager | ||
| By: | /s/ Alan Schrager | |
Name: Alan Schrager | ||
Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Oak Hill Advisors, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
DoubleLine Capital LP as Sub-Advisor to: Mercer QIF Fund PLC - Mercer 1 Flexible Income Foreign Currency Bonds, as a Lender | ||
| By: | /s/ Oi Jong Martel | |
| Name: Oi Jong Martel | ||
Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): DoubleLine Capital LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Mercy Health MyRetirement Personal Pension Account Plan, as a Lender | ||
by: Shenkman Capital Management, Inc. as Investment Manager | ||
| By: | /s/ Serge Todorovich | |
| Name: Serge Todorovich | ||
| Title: General Counsel and Chief Compliance officer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Metropolitan Life Insurance Company Separate Account No. 558, as a Lender | ||
| BY: T. Rowe Price Associates, Inc. as investment advisor | ||
| By: | /s/ Rebecca Willey | |
| Name: Rebecca Willey | ||
| Title: Bank Loan Trader | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): T. Rowe Price Associates, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
MidOcean Credit CLO III, as a Lender | ||
| By: MidOcean Credit Fund Management LP, as Portfolio Manager | ||
| By: Ultramar Credit Holdings, Ltd., its General Partner | ||
| By: | /s/ Jim Wiant | |
Name: Jim Wiant | ||
Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): MidOcean Partners
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
MidOcean Credit CLO IX, as a Lender | ||
| By: MidOcean Credit Fund Management LP, as Portfolio Manager | ||
| By: Ultramar Credit Holdings, Ltd., its General Partner | ||
| By: | /s/ Jim Wiant | |
Name: Jim Wiant | ||
Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): MidOcean Partners
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
MidOcean Credit CLO VII, as a Lender | ||
| By: MidOcean Credit Fund Management LP, as Portfolio Manager | ||
| By: Ultramar Credit Holdings, Ltd., its General Partner | ||
| By: | /s/ Jim Wiant | |
Name: Jim Wiant | ||
Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): MidOcean Partners
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
MidOcean Credit CLO VIII, as a Lender | ||
| By: MidOcean Credit Fund Management LP, as Portfolio Manager | ||
| By: Ultramar Credit Holdings, Ltd., its General Partner | ||
| By: | /s/ Jim Wiant | |
Name: Jim Wiant | ||
Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): MidOcean Partners
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
MILOS CLO, LTD., as a Lender | ||
| By: Invesco RR Fund L.P. as Collateral Manager | ||
| By: Invesco RR Associates LLC, as general partner | ||
| By: Invesco Senior Secured Management, Inc. as sole member | ||
| By: | /s/ Egan, Kevin | |
Name: Egan, Kevin | ||
Title: Authorized Individual | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
WM Pool - High Yield Fixed Interest Trust, as a Lender | ||
| By: Oaktree Capital Management, L.P. | ||
| Its: Investment Manager | ||
| By: | /s/ Andrew Park | |
| Name: Andrew Park | ||
Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | Ronald Kaplan | |
| Name: Ronald Kaplan | ||
| Title: Managing Director | ||
Name of Fund Manager (if any): Oaktree Capital Management, LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☐ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☑ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
WM Pool - High Yield Fixed Interest Trust, as a Lender | ||
| By: Loomis, Sayles & Company, L.P., its Investment Manager | ||
| By: Loomis, Sayles & Company, Incorporated, its General Partner | ||
| By: | /s/ Mary McCarthy | |
| Name: Mary McCarthy | ||
| Title: Vice President, Legal and Compliance Analyst | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Loomis, Sayles and Company, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| DoubleLine Capital LP as Sub-Advisor to: MML Dynamic Bond Fund, as a Lender | ||
| By: | /s/ Oi Jong Martel | |
| Name: Oi Jong Martel | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): DoubleLine Capital LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☒ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Monarch Grove CLO, Ltd, By: Tall Tree Investment Manager, LLC As Collateral Manager, | ||
| as a Lender | ||
| By: | /s/ Frank J. Sherrod | |
| Name: Frank J. Sherrod | ||
| Title: Chief Operating Officer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any):
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Lockwood Grove CLO, Ltd. By: Tall Tree Investment Manager, LLC As Collateral Manager, | ||
| as a Lender | ||
| By: | /s/ Frank J. Sherrod | |
| Name: Frank J. Sherrod | ||
| Title: Chief Operating Officer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any):
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Morgan Stanley Bank, N.A., as a Lender | ||
| By: | /s/ John Gally | |
| Name: John Gally | ||
| Title: Auhtorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): MORGAN STANLEY
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Morgan Stanley Pathway Funds - Core Fixed Income Fund, as a Lender | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Mountain Hawk II CLO, LTD., as a Lender | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Mountain Hawk III CLO, Ltd., as a Lender | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Mountain View CLO 2016-1 Ltd., as a Lender | ||
| By: Seix Investment Advisors LLC, as Collateral Manager | ||
| By: | /s/ George Goudelias | |
| Name: George Goudelias | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Seix Investment Advisors LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Mountain View CLO 2017-1 Ltd., as a Lender | ||
| By: Seix Investment Advisors LLC, as Collateral Manager | ||
| By: | /s/ George Goudelias | |
| Name: George Goudelias | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Seix Investment Advisors LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Mountain View CLO 2017-2 Ltd., as a Lender | ||
| By: Seix Investment Advisors LLC, as Collateral Manager | ||
| By: | /s/ George Goudelias | |
| Name: George Goudelias | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Seix Investment Advisors LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Mountain View CLO IX Ltd., as a Lender | ||
| By; Seix Investment Advisors LLC, as Collateral Manager | ||
| By: | /s/ George Goudelias | |
| Name: George Goudelias | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Seix Investment Advisors LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Mountain View CLO XIV Ltd., as a Lender | ||
| By: Seix Investment Advisors LLC, as Collateral Manager | ||
| By: | /s/ George Goudelias | |
| Name: George Goudelias | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Seix Investment Advisors LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Mountain View CLO XV Ltd., as a Lender | ||
| By: Seix Investment Advisors LLC, as Collateral Manager | ||
| By: | /s/ George Goudelias | |
| Name: George Goudelias | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Seix Investment Advisors LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
CIFC B LOAN INCOME FUND 2018 A SERIES TRUST OF MULTI MANAGER GLOBAL INVESTMENT TRUST, as a Lender By: CIFC Asset Management LLC, the Investment Manager | ||
| By: | /s/ Robert Mandery | |
Name: Robert Mandery Title: Co-Head of Investment Research | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): CIFC Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
KKR JP Loan Fund 2017 a Series Trust of Multi Manager Global Investment Trust, as a Lender | ||
| By: | /s/ Jeffrey Smith | |
Name: Jeffrey Smith Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): KKR Asset Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
KKR JP Loan Fund B 2018 A Series Trust of Multi Manager Global Investment Trust, as a Lender | ||
| By: | /s/ Jeffrey Smith | |
Name: Jeffrey Smith Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): KKR Asset Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Octagon Senior Loan Trust 2018 A Series Trust of Multi Manager Global Investment Trust, as a Lender By: Octagon Credit Investors, LLC as Investment Manager | ||
| By: | /s/ Kimberly Wong Lem | |
Name: Kimberly Wong Lem Title: Vice President, Portfolio Administration | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Octagon Credit Investors, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☐ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☑ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| POST SENIOR LOAN FUND SINGLE B SERIES 1, as a Lender | ||
| By: | /s/ Iris Shin | |
Name: Iris Shin Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Post Advisory Group, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☐ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☑ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
WMC Loan Fund 2018 A Series Trust of Multi Manager Global Investment Trust, as a Lender By: Wellington Management Company LLP as its Investment Advisor | ||
| By: | /s/ Donna Sirianni | |
Name: Donna Sirianni Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Wellington Management Company, LLP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs
Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☐ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☑ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Zermatt B Loan Fund 2018, A series trust of Multi Manager Global Investment Trust, as a Lender By: Credit Suisse Asset Management, LLC, as Investment Manager for Brown Brothers Harriman Trust Company(Cayman) Limited, the Trustee for Zermatt B Loan Fund 2018 as series trust of Multi Manager Global Investment Trust | ||
| By: | /s/ Thomas Flannery | |
Name: Thomas Flannery Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
KKR JP LOAN FUND 2015 A SERIES TRUST OF MULTI MANAGER GLOBAL INVESTMENT TRUST, as a Lender | ||
| By: | /s/ Jeffrey Smith | |
Name: Jeffrey Smith Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): KKR Asset Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Yosemite Loan Fund, By: Credit Suisse Asset Management, LLC, as Investment Manager for G.A.S. (Cayman) Limited, in its capacity as trustee of Yosemite Loan Fund, a series trust of Multi Strategy Umbrella Fund Cayman | ||
| By: | /s/ Thomas Flannery | |
Name: Thomas Flannery Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Multi-Credit SV II S.A.R.L., as a Lender acting by its attorney Alcentra NY, LLC | ||
| By: | /s/ Miguel Contreras | |
Name: Miguel Contreras Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Alcentra NY, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Multi-Credit SV S.a.r.l., as a Lender Executed by Alcentra NY, LLC for and on behalf of Multi-Credit SV S.a r.l. | ||
| By: | /s/ Miguel Contreras | |
Name: Miguel Contreras Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Alcentra NY, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Catalyst/CIFC Floating Rate Income Fund, as a Lender By: CIFC Asset Management LLC, its Sub-Advisor | ||
| By: | /s/ Robert Mandery | |
Name: Robert Mandery Title: Co-Head of Investment Research | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): CIFC Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Myers Park CLO, Ltd., as a Lender | ||
| By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager | ||
| By: | /s/ Thomas Iannarone | |
| Name: Thomas Iannarone | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): GSO Capital Partners LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
BR US Leveraged Loan Fund a Series Trust of MYL Global Investment Trust, | ||
By: BlackRock Financial Management Inc., its Investment Manager | ||
| By: | /s/ Rob Jacobi | |
| Name: Rob Jacobi | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): BlackRock, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| National Electrical Benefit Fund, as a Lender | ||
| By: Crescent Capital Group LP, its adviser | ||
| By: | /s/ Alex Slavtchev | |
| Name: Alex Slavtchev | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | /s/ Zachary Nuzzi | |
| Name: Zachary Nuzzi | ||
| Title: Vice President | ||
Name of Fund Manager (if any): Crescent Capital Group LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| NC GARNET FUND, L.P., as a Lender | ||
By: NC Garnet Fund (GenPar), LLC, its general partner | ||
By: BlackRock Financial Management, Inc. its manager | ||
| By: | /s/ Rob Jacobi | |
| Name: Rob Jacobi | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): BlackRock, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☒ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
NCRAM Loan Trust, as a Lender | ||
| By: | /s/ Stephen Kotsen | |
| Name: Stephen Kotsen | ||
Title:Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Hold ings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☒ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
, as a Lender (type name of the legal entity) | ||
| By: | ||
| Name: | ||
| Title: | ||
| New York Life Insurance Company | ||
| By: | /s/ Robert F. Young | |
| Name: | Robert F. Young | |
| Title: | Sr. Director |
| New York Life Insurance and Annuity Corporation | ||
| By: NYL Investors LLC, its Investment Manager | ||
| By: | /s/ Robert F. Young | |
| Name: | ||
| Title: |
| TCI-Flatiron CLO 2016-1 Ltd. | ||
| By: TCI Capital Management II LLC, | ||
| its Collateral Manager | ||
| By: | NYL Investors LLC, its Attorney-in-Fact | |
| By: | /s/ Robert F. Young | |
| Name: | ||
| Title: |
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
, as a Lender (type name of the legal entity) | ||
| By: | ||
| Name: | ||
| Title: | ||
| Flatiron CLO 17 Ltd. | ||
| By: | NYL Investors LLC, as Collateral Manager and Attorney-In-Fact | |
| By: | /s/ Robert F. Young | |
| Name: | Robert F. Young | |
| Title: | Sr. Director |
| TCI-Flatiron CLO 2017-1 Ltd. By: TCI Capital Management II LLC, its Collateral Manager | ||
| By: | NYL Investors LLC, its Attorney-In-Fact | |
| By: | /s/ Robert F. Young | |
| Name: | ||
| Title: |
| Flatiron CLO 18 Ltd. | ||
| By: | NYL Investors LLC, as Collateral Manager and Attorney-In-Fact | |
| By: | /s/ Robert F. Young | |
| Name: | ||
| Title: |
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| , | ||
| as a Lender (type name of the legal entity) | ||
| By: | ||
| Name: | ||
| Title: | ||
| TCI-Flatiron CLO 2018-1 Ltd. By: TCI Capital Management LLC, | ||
| its Collateral Manager | ||
| By: | NYL Investors LLC, its Attorney-In-Fact | |
| By: | /s/ Robert F. Young | |
| Name: | Robert F. Young | |
| Title: | Sr. Director |
| Flatiron CLO 19 Ltd. | ||
| By: | NYL Investors LLC, as Collateral Manager and Attorney-In-Fact | |
| By: | /s/ Robert F. Young | |
| Name: | ||
| Title: |
| Flatiron CLO 20 Ltd. By: NYL Investors LLC, | ||
| as Collateral Manager and Attorney-In-Fact | ||
| By: | /s/ Robert F. Young | |
| Name: | ||
| Title: |
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| , | ||
| as a Lender (type name of the legal entity) | ||
| By: | ||
| Name: | ||
| Title: | ||
| MainStay Floating Rate Fund, a series of MainStay Funds Trust By: NYL Investors LLC, its Subadvisor | ||
| By: | /s/ Robert F. Young | |
| Name: | Robert F. Young | |
| Title: | Sr. Director |
| MainStay VP Floating Rate Portfolio, a series of MainStay VP Funds Trust By: NYL Investors LLC, its Subadvisor | ||
| By: | /s/ Robert F. Young | |
| Name: | ||
| Title: |
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Newfleet CLO 2016-1, Ltd., as a Lender | ||
| By: | /s/ Kyle Jennings | |
| Name: Kyle Jennings | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Newfleet Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Niagara Park CLO, Ltd., as a Lender | ||
By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager | ||
| By: | /s/ Thomas Iannarone | |
| Name: Thomas Iannarone | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): GSO Capital Partners LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☒ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| NCRAM LoanTrust, | ||
| as a Lender | ||
| By: | /s/ Stephen Kotsen | |
| Name: Stephen Kotsen | ||
Title: Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Nomura Global Manager Select - Bank Loan Fund, as a Lender | ||
| BY: Deutsche Investment Management Americas Inc., its Investment Sub-Advisor | ||
| By: | /s/ Toure Douglas | |
Name: Toure Douglas Title: Associate HY Analyst | ||
| If a second signature is necessary: | ||
| By: | /s/ Thomas Bouchard | |
| Name: Thomas Bouchard | ||
| Title: Vice President | ||
Name of Fund Manager (if any): DWS
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| DoubleLine Capital LP as Investment Advisor to: Treasurer of the State of North Carolina, as a Lender | ||
| By: | /s/ Oi Jong Martel | |
| Name: Oi Jong Martel | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): DoubleLine Capital LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☒ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
NORTHERN MULTI-MANAGER HIGH YIELD OPPORTUNITY FUND, | ||
| as a Lender | ||
| By: | /s/ Stephen Kotsen | |
| Name: Stephen Kotsen | ||
Title: Managing Director of Nomura Corporate Research and Asset Management Inc as investment advisor | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Nomura Corporate Research and Asset Management Inc
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| DoubleLine Capital LP as Sub-Advisor to: Northern Trust Company Sub-Advised Collective Funds Trust, | ||
| as a Lender | ||
| By: | /s/ Oi Jong Martel | |
| Name: Oi Jong Martel | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): DoubleLine Capital LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| NORTHWELL HEALTH, INC., | ||
| as a Lender | ||
| By: Oak Hill Advisors, L.P. | ||
| As its Investment Advisor | ||
| By: | /s/ Alan Schrager | |
| Name: Alan Schrager | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Oak Hill Advisors, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Northwoods Capital 20, Limited, | ||
| as a Lender | ||
| By: Angelo, Gordon & Co., LP | ||
| As Collateral Manager | ||
| By: | /s/ Maureen D’ Alleva | |
| Name: Maureen D’ Alleva | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Angelo Gordon and Co.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Northwoods Capital XVIII, Limited, | ||
| as a Lender | ||
| By: Angelo, Gordon & Co., LP | ||
| As Collateral Manager | ||
| By: | /s/ Maureen D’ Alleva | |
| Name: Maureen D’ Alleva | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Angelo Gordon and Co.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Oaktree (Lux.) III—Oaktree Global Credit Fund, | ||
| as a Lender | ||
| By: Oaktree Capital Management, L.P., as portfolio manager | ||
| By: | /s/ Andrew Park | |
| Name: Andrew Park | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | /s/ Ronald Kaplan | |
| Name: Ronald Kaplan | ||
| Title: Managing Director | ||
Name of Fund Manager (if any): Oaktree Capital Management, LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Oaktree CLO 2014-1 Ltd., | ||
| as a Lender | ||
| BY: Oaktree Capital Management, L.P. | ||
| Its: Collateral Manager | ||
| By: | /s/ Andrew Park | |
| Name: Andrew Park | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | /s/ Ronald Kaplan | |
| Name: Ronald Kaplan | ||
| Title: Managing Director | ||
Name of Fund Manager (if any): Oaktree Capital Management, LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| OAKTREE CLO 2015-1 LTD., | ||
| as a Lender | ||
| By: Oaktree Capital Management, L.P. | ||
| its: Collateral Manager | ||
| By: | /s/ Andrew Park | |
| Name: Andrew Park | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | /s/ Ronald Kaplan | |
| Name: Ronald Kaplan | ||
| Title: Managing Director | ||
Name of Fund Manager (if any): Oaktree Capital Management, LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Oaktree CLO 2018-1 Ltd., | ||
| as a Lender | ||
| By: Oaktree Capital Management, L.P. | ||
| its: Collateral Manager | ||
| By: | /s/ Andrew Park | |
| Name: Andrew Park | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | /s/ Ronald Kaplan | |
| Name: Ronald Kaplan | ||
| Title: Managing Director | ||
Name of Fund Manager (if any): Oaktree Capital Management, LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Oaktree CLO 2019-1 Ltd., | ||
| as a Lender | ||
| By: Oaktree Capital Management, L.P. | ||
| its: Collateral Manager | ||
| By: | /s/ Andrew Park | |
| Name: Andrew Park | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | /s/ Ronald Kaplan | |
| Name: Ronald Kaplan | ||
| Title: Managing Director | ||
Name of Fund Manager (if any): Oaktree Capital Management, LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Oaktree CLO 2019-2 Ltd., | ||
| as a Lender | ||
| By: Oaktree Capital Management, L.P. | ||
| its: Collateral Manager | ||
| By: | /s/ Andrew Park | |
| Name: Andrew Park | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | /s/ Ronald Kaplan | |
| Name: Ronald Kaplan | ||
| Title: Managing Director | ||
Name of Fund Manager (if any): Oaktree Capital Management, LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Oaktree CLO 2019-3, Ltd., | ||
| as a Lender | ||
| BY: Oaktree Capital Management, L.P. | ||
| Its: Collateral Manager | ||
| By: | /s/ Andrew Park | |
| Name: Andrew Park | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | /s/ Ronald Kaplan | |
| Name: Ronald Kaplan | ||
| Title: Managing Director | ||
Name of Fund Manager (if any): Oaktree Capital Management, LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Oaktree CLO 2019-4, Ltd., | ||
| as a Lender | ||
| BY: Oaktree Capital Management, L.P. | ||
| Its: Collateral Manager | ||
| By: | /s/ Andrew Park | |
| Name: Andrew Park | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | /s/ Ronald Kaplan | |
| Name: Ronald Kaplan | ||
| Title: Managing Director | ||
Name of Fund Manager (if any): Oaktree Capital Management, LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Oaktree CLO 2020-1, Ltd., as a Lender | ||
By: Oaktree Capital Management, L.P. | ||
| By: | /s/ Andrew Park | |
| Name: Andrew Park | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | /s/ Ronald Kaplan | |
| Name: Ronald Kaplan | ||
| Title: Managing Director | ||
Name of Fund Manager (if any): Oaktree Capital Management, LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Oaktree EIF III Series 1, Ltd., as a Lender | ||
| By: Oaktree Capital Management, L.P. its: Collateral Manager | ||
| By: | /s/ Andrew Park | |
| Name: Andrew Park | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | /s/ Ronald Kaplan | |
| Name: Ronald Kaplan | ||
| Title: Managing Director | ||
Name of Fund Manager (if any): Oaktree Capital Management, LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Oaktree EIF III Series II, Ltd., as a Lender | ||
| By: Oaktree Capital Management, L.P. its: Collateral Manager | ||
| By: | /s/ Andrew Park | |
| Name: Andrew Park | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | /s/ Ronald Kaplan | |
| Name: Ronald Kaplan | ||
| Title: Managing Director | ||
Name of Fund Manager (if any): Oaktree Capital Management, LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Oaktree GC Super Fund L.P., as a Lender | ||
By: Oaktree GC Super Fund GP, L.P. Its: General Partner By: Oaktree Fund GP, LLC Its: General Partner By: Oaktree Fund GP I, L.P. Its: Managing Member | ||
| By: | /s/ Andrew Park | |
| Name: Andrew Park | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | /s/ Ronald Kaplan | |
| Name: Ronald Kaplan | ||
| Title: Authorized Signatory | ||
Name of Fund Manager (if any): Oaktree Capital Management, LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Oaktree Global Credit Holdings (Delaware), L.P., as a Lender Oaktree Global Credit Holdings (Delaware), L.P. | ||
| By: Oaktree Global Credit Holdings (Cayman) Ltd. Its: General Partner By: Oaktree Capital Management, L.P. Its: Director | ||
| By: | /s/ Andrew Park | |
| Name: Andrew Park | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | /s/ Ronald Kaplan | |
| Name: Ronald Kaplan | ||
| Title: Managing Director | ||
Name of Fund Manager (if any): Oaktree Capital Management, LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Oaktree Huntington-GCF Investment Fund, L.P., By: Oaktree Huntington-GCF Investment Fund GP, L.P. By: Oaktree Huntington-GCF Investment Fund GP, LLC By: Oaktree Fund GP I, L.P. Its: Managing Member | ||
| By: | /s/ Andrew Park | |
| Name: Andrew Park | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | /s/ Ronald Kaplan | |
| Name: Ronald Kaplan | ||
| Title: Authorized Signatory | ||
Name of Fund Manager (if any): Oaktree Capital Management, LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Oaktree Senior Loan Fund, L.P., as a Lender | ||
By: Oaktree Senior Loan GP, L.P.
By: Oaktree Fund GP IIA, LLC
By: Oaktree Fund GP II, L.P. | ||
| By: | /s/ Andrew Park | |
| Name: Andrew Park | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | /s/ Ronald Kaplan | |
| Name: Ronald Kaplan | ||
| Title: Authorized Signatory | ||
Name of Fund Manager (if any): Oaktree Capital Management, LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Oberon USA Investments Sarl, as a Lender | ||
| By: Five Arrows Managers North America LLC as Investment Manager | ||
| By: | /s/ Etton Soriano | |
| Name: Etton Soriano | ||
| Title: Investment Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Five Arrows Managers North America LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
OCA OHA Credit Fund LLC, as a Lender | ||
| By: Oak Hill Advisors, L.P. as Investment Manager | ||
| By: | /s/ Alan Schrager | |
| Name: Alan Schrager | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Oak Hill Advisors, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Ocean Trails CLO 8, as a Lender | ||
| By: Five Arrows Managers North America LLC as Asset Manager | ||
| By: | /s/ Etton Soriano | |
| Name: Etton Soriano | ||
| Title: Investment Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Five Arrows Managers North America LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Ocean Trails CLO IX, as a Lender | ||
| By: Five Arrows Managers North America LLC as Collateral Manager | ||
| By: | /s/ Etton Soriano | |
| Name: Etton Soriano | ||
| Title: Investment Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Five Arrows Managers North America LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Ocean Trails CLO V, as a Lender | ||
| By: Five Arrows Managers North America LLC as Asset Manager | ||
| By: | /s/ Etton Soriano | |
| Name: Etton Soriano | ||
| Title: Investment Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Five Arrows Managers North America LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Ocean Trails CLO VI, as a Lender By: Five Arrows Managers North America LLC | ||
| By: | /s/ Etton Soriano | |
| Name: Etton Soriano | ||
| Title: Investment Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Five Arrows Managers North America LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Ocean Trails CLO X, as a Lender By: Five Arrows Managers North America LLC | ||
| By: | /s/ Etton Soriano | |
| Name: Etton Soriano | ||
| Title: Investment Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Five Arrows Managers North America LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Octagon Investment Partners 18-R, Ltd., as a Lender By: Octagon Credit Investors, LLC | ||
| By: | /s/ Kimberly Wong Lem | |
| Name: Kimberly Wong Lem | ||
| Title: Vice President, Portfolio Administration | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Octagon Credit Investors, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Octagon Investment Partners 20-R, Ltd., as a Lender By: Octagon Credit Investors, LLC | ||
| By: | /s/ Kimberly Wong Lem | |
| Name: Kimberly Wong Lem | ||
| Title: Vice President, Portfolio Administration | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Octagon Credit Investors, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Octagon Investment Partners 24, Ltd., as a Lender By: Octagon Credit Investors, LLC | ||
| By: | /s/ Kimberly Wong Lem | |
| Name: Kimberly Wong Lem | ||
| Title: Vice President, Portfolio Administration | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Octagon Credit Investors, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Octagon Investment Partners 26, Ltd., as a Lender By: Octagon Credit Investors, LLC as Portfolio | ||
| By: | /s/ Kimberly Wong Lem | |
| Name: Kimberly Wong Lem | ||
| Title: Vice President, Portfolio Administration | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Octagon Credit Investors, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Octagon Investment Partners 27, Ltd., as a Lender By: Octagon Credit Investors, LLC as Collateral | ||
| By: | /s/ Kimberly Wong Lem | |
| Name: Kimberly Wong Lem | ||
| Title: Vice President, Portfolio Administration | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Octagon Credit Investors, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Octagon Investment Partners 28, Ltd., as a Lender By: Octagon Credit Investors, LLC | ||
| By: | /s/ Kimberly Wong Lem | |
| Name: Kimberly Wong Lem | ||
| Title: Vice President, Portfolio Administration | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Octagon Credit Investors, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Octagon Investment Partners 29, Ltd., as a Lender By: Octagon Credit Investors, LLC as Investment | ||
| By: | /s/ Kimberly Wong Lem | |
| Name: Kimberly Wong Lem | ||
| Title: Vice President, Portfolio Administration | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Octagon Credit Investors, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Octagon Investment Partners 30, Ltd., as a Lender By: Octagon Credit Investors, LLC | ||
| By: | /s/ Kimberly Wong Lem | |
| Name: Kimberly Wong Lem | ||
| Title: Vice President, Portfolio Administration | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Octagon Credit Investors, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Octagon Investment Partners 31, Ltd., as a Lender By: Octagon Credit Investors, LLC | ||
| By: | /s/ Kimberly Wong Lem | |
| Name: Kimberly Wong Lem | ||
| Title: Vice President, Portfolio Administration | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Octagon Credit Investors, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Octagon Investment Partners 32, LTD., as a Lender By: Octagon Credit Investors, LLC | ||
| By: | /s/ Kimberly Wong Lem | |
| Name: Kimberly Wong Lem | ||
| Title: Vice President, Portfolio Administration | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Octagon Credit Investors, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Octagon Investment Partners 33, LTD., as a Lender By: Octagon Credit Investors, LLC | ||
| By: | /s/ Kimberly Wong Lem | |
| Name: Kimberly Wong Lem | ||
| Title: Vice President, Portfolio Administration | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Octagon Credit Investors, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Octagon Investment Partners 34, Ltd., By: Octagon Credit Investors, LLC as Collateral Manager | ||
| By: | /s/ Kimberly Wong Lem | |
| Name: Kimberly Wong Lem | ||
| Title: Vice President, Portfolio Administration | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Octagon Credit Investors, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Octagon Investment Partners 35, Ltd., By: Octagon Credit Investors, LLC as Asset Manager | ||
| By: | /s/ Kimberly Wong Lem | |
| Name: Kimberly Wong Lem | ||
| Title: Vice President, Portfolio Administration | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Octagon Credit Investors, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Octagon Investment Partners 36, Ltd., By: Octagon Credit Investors, LLC as Collateral Manager | ||
| By: | /s/ Kimberly Wong Lem | |
| Name: Kimberly Wong Lem | ||
| Title: Vice President, Portfolio Administration | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Octagon Credit Investors, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Octagon Investment Partners 37, Ltd., as a Lender By: Octagon Credit Investors, LLC as Collateral Manager | ||
| By: | /s/ Kimberly Wong Lem | |
| Name: Kimberly Wong Lem | ||
| Title: Vice President, Portfolio Administration | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Octagon Credit Investors, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Octagon Investment Partners 38, Ltd., By: Octagon Credit Investors, LLC as Asset Manager | ||
| By: | /s/ Kimberly Wong Lem | |
| Name: Kimberly Wong Lem | ||
| Title: Vice President, Portfolio Administration | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Octagon Credit Investors, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Octagon Investment Partners 39, Ltd., By: Octagon Credit Investors, LLC as Collateral Manager | ||
| By: | /s/ Kimberly Wong Lem | |
| Name: Kimberly Wong Lem | ||
| Title: Vice President, Portfolio Administration | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Octagon Credit Investors, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Octagon Investment Partners 40, Ltd., By: Octagon Credit Investors, LLC | ||
| By: | /s/ Kimberly Wong Lem | |
| Name: Kimberly Wong Lem | ||
| Title: Vice President, Portfolio Administration | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Octagon Credit Investors, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Octagon Investment Partners 41, Ltd., By: Octagon Credit Investors, LLC as Portfolio Manager | ||
| By: | /s/ Kimberly Wong Lem | |
| Name: Kimberly Wong Lem | ||
| Title: Vice President, Portfolio Administration | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Octagon Credit Investors, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Octagon Investment Partners 42, Ltd., By: Octagon Credit Investors, LLC as Collateral Manager | ||
| By: | /s/ Kimberly Wong Lem | |
| Name: Kimberly Wong Lem | ||
| Title: Vice President, Portfolio Administration | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Octagon Credit Investors, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Octagon Investment Partners 43, Ltd., By: Octagon Credit Investors, LLC as Collateral Manager | ||
| By: | /s/ Kimberly Wong Lem | |
| Name: Kimberly Wong Lem | ||
| Title: Vice President, Portfolio Administration | ||
| If a second signature is necessary: | ||
By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Octagon Credit Investors, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Octagon Investment Partners 44, Ltd., By: Octagon Credit Investor, LLC as Collateral Manager | ||
| By: | /s/ Kimberly Wong Lem | |
| Name: Kimberly Wong Lem | ||
| Title: Vice President, Portfolio Administration | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Octagon Credit Investors, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Octagon Investment Partners 45, Ltd., as a Lender By: Octagon Credit Investors, LLC as Collateral Manager | ||
| By: | /s/ Kimberly Wong Lem | |
| Name: Kimberly Wong Lem | ||
| Title: Vice President, Portfolio Administration | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Octagon Credit Investors, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Octagon Investment Partners 47, Ltd, as a Lender By: Octagon Credit Investors, LLC As Collateral Manager | ||
| By: | /s/ Kimberly Wong Lem | |
| Name: Kimberly Wong Lem | ||
| Title: Vice President, Portfolio Administration | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Octagon Credit Investors, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Octagon Investment Partners 48, Ltd., as a Lender By: Octagon Credit Investors, LLC as Collateral Manager | ||
| By: | /s/ Kimberly Wong Lem | |
| Name: Kimberly Wong Lem | ||
| Title: Vice President, Portfolio Administration | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Octagon Credit Investors, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Octagon Investment Partners 49, Ltd., as a Lender By: Octagon Credit Investors, LLC as Collateral Manager | ||
| By: | /s/ Kimberly Wong Lem | |
| Name: Kimberly Wong Lem | ||
| Title: Vice President, Portfolio Administration | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Octagon Credit Investors, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Octagon Investment Partners 50, Ltd., as a Lender By: Octagon Credit Investors, LLC as Collateral Manager | ||
| By: | /s/ Kimberly Wong Lem | |
| Name: Kimberly Wong Lem | ||
| Title: Vice President, Portfolio Administration | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Octagon Credit Investors, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Octagon Investment Partners XIV, Ltd., as a Lender BY: Octagon Credit Investors, LLC as Collateral Manager | ||
| By: | /s/ Kimberly Wong Lem | |
| Name: Kimberly Wong Lem | ||
| Title: Vice President, Portfolio Administration | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Octagon Credit Investors, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Octagon Investment Partners XV, Ltd., as a Lender BY: Octagon Credit Investors, LLC as Collateral Manager | ||
| By: | /s/ Kimberly Wong Lem | |
| Name: Kimberly Wong Lem | ||
| Title: Vice President, Portfolio Administration | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Octagon Credit Investors, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Octagon Investment Partners XVI, Ltd., as a Lender BY: Octagon Credit Investors, LLC as Collateral Manager | ||
| By: | /s/ Kimberly Wong Lem | |
| Name: Kimberly Wong Lem | ||
| Title: Vice President, Portfolio Administration | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Octagon Credit Investors, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Octagon Investment Partners XVII, Ltd., as a Lender BY: Octagon Credit Investors, LLC as Collateral Manager | ||
| By: | /s/ Kimberly Wong Lem | |
| Name: Kimberly Wong Lem | ||
| Title: Vice President, Portfolio Administration | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Octagon Credit Investors, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Octagon Investment Partners XXI, Ltd., as a Lender By: Octagon Credit Investors, LLC as Portfolio Manager | ||
| By: | /s/ Kimberly Wong Lem | |
| Name: Kimberly Wong Lem | ||
| Title: Vice President, Portfolio Administration | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Octagon Credit Investors, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Octagon Investment Partners XXII, Ltd, as a Lender By: Octagon Credit Investors, LLC as Collateral Manager | ||
| By: | /s/ Kimberly Wong Lem | |
| Name: Kimberly Wong Lem | ||
| Title: Vice President, Portfolio Administration | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Octagon Credit Investors, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Octagon Investment Partners XXIII, Ltd., as a Lender By: Octagon Credit Investors, LLC as Collateral Manager | ||
| By: | /s/ Kimberly Wong Lem | |
| Name: Kimberly Wong Lem | ||
| Title: Vice President, Portfolio Administration | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Octagon Credit Investors, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| G.A.S. (Cayman) Limited, as Trustee on behalf of Octagon Joint Credit Trust Series I (and not in its individual capacity), as a Lender BY: Octagon Credit Investors, LLC, as Portfolio Manager | ||
| By: | /s/ Kimberly Wong Lem | |
| Name: Kimberly Wong Lem | ||
| Title: Vice President, Portfolio Administration | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Octagon Credit Investors, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Octagon Loan Funding, Ltd., as a Lender By: Octagon Credit Investors, LLC as Collateral Manager | ||
| By: | /s/ Kimberly Wong Lemh | |
| Name: Kimberly Wong Lem | ||
| Title: Vice President, Portfolio Administration | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Octagon Credit Investors, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| OHA CREDIT FUNDING 1, LTD., as a Lender | ||
| By: Oak Hill Advisors, L.P. as Portfolio Manager | ||
| By: | /s/ Alan Schrager | |
| Name: Alan Schrager | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Oak Hill Advisors, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| OHA CREDIT FUNDING 2, LTD., as a Lender | ||
| By: Oak Hill Advisors, L.P. as Portfolio Manager | ||
| By: | /s/ Alan Schrager | |
| Name: Alan Schrager | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Oak Hill Advisors, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| OHA Credit Funding 3, LTD., as a Lender | ||
| By: | /s/ Alan Schrager | |
| Name: Alan Schrager | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Oak Hill Advisors, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| OHA CREDIT FUNDING 4, LTD., as a Lender | ||
| By: Oak Hill Advisors, L.P. as Portfolio Manager | ||
| By: | /s/ Alan Schrager | |
| Name: Alan Schrager | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Oak Hill Advisors, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| OHA Credit Funding 5, Ltd., as a Lender | ||
| By: Oak Hill Advisors, L.P. as Portfolio Manager | ||
| By: | /s/ Alan Schrager | |
| Name: Alan Schrager | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Oak Hill Advisors, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| OHA Credit Funding 6, Ltd., as a Lender | ||
| By: Oak Hill Advisors, L.P. as Portfolio Manager | ||
| By: | /s/ Alan Schrager | |
| Name: Alan Schrager | ||
| Title: Auhtorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Oak Hill Advisors, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| OHA Credit Funding 7, Ltd., as a Lender | ||
| By: Oak Hill Advisors, L.P. as Portfolio Manager | ||
| By: | /s/ Schrager, Alan | |
| Name: Schrager, Alan | ||
| Title: Partner | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Oak Hill Advisors, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| OHA CREDIT PARTNERS VII, LTD., as a Lender | ||
BY: Oak Hill Advisors, L.P., as Portfolio Manager | ||
| By: | /s/ Alan Schrager | |
| Name: Alan Schrager | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Oak Hill Advisors, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| OHA Credit Partners XI, LTD., as a Lender | ||
| By: Oak Hill Advisors, L.P. As Warehouse Portfolio Manager | ||
| By: | /s/ Alan Schrager | |
| Name: Alan Schrager | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Oak Hill Advisors, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| OHA CREDIT PARTNERS XII, LTD., as a Lender | ||
| By: Oak Hill Advisors, L.P. as Portfolio Manager | ||
| By: | /s/ Alan Schrager | |
| Name: Alan Schrager | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Oak Hill Advisors, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| OHA Credit Partners XIII, LTD., as a Lender | ||
| By: Oak Hill Advisors, L.P. as Portfolio Manager | ||
| By: | /s/ Alan Schrager | |
| Name: Alan Schrager | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Oak Hill Advisors, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| OHA Credit Partners XIV, LTD., as a Lender | ||
| By: Oak Hill Advisors, L.P. As Warehouse Portfolio Manager | ||
| By: | /s/ Alan Schrager | |
| Name: Alan Schrager | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Oak Hill Advisors, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
OHA Credit Partners X-R Ltd., as a Lender By: Oak Hill Advisors, L.P. As Warehouse Portfolio Manager | ||
| By: | /s/ Alan Schrager | |
| Name: Alan Schrager | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Oak Hill Advisors, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
OHA CREDIT PARTNERS XV, LTD., as a Lender By: Oak Hill Advisors, L.P. as Portfolio Manager | ||
| By: | /s/ Alan Schrager | |
| Name: Alan Schrager | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Oak Hill Advisors, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
OHA Delaware Customized Credit Fund-F, L.P., as a Lender | ||
| By: | /s/ Alan Schrager | |
| Name: Alan Schrager | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Oak Hill Advisors, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
OHA Diversified Credit Strategies Fund (Parallel), L.P., as a Lender By: OHA Diversified Credit Strategies GenPar LLC, Its General Partner | ||
| By: OHA Global GenPar, LLC Its Managing member | ||
| By: OHA Global MGP, LLC Its Managing member | ||
| By: | /s/ Alan Schrager | |
| Name: Alan Schrager | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Oak Hill Advisors, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
OHA Diversified Credit Strategies Fund Master, L.P., as a Lender BY: OHA Diversified Credit Strategies GenPar LLC, its General Partner | ||
| OHA Diversified Credit Strategies MGP, LLC, its managing member | ||
| By: | /s/ Alan Schrager | |
| Name: Alan Schrager | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Oak Hill Advisors, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
OHA DIVERSIFIED CREDIT STRATEGIES MASTER FUND (PARALLEL II), L.P., By: OHA Diversified Credit Strategies Fund (Parallel II) GenPar, LLC, Its General Partner By: OHA Global GenPar, LLC, Its Managing member By: OHA Global MGP, LLC, Its Managing member | ||
| By: | /s/ Alan Schrager | |
| Name: Alan Schrager | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Oak Hill Advisors, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
OHA Diversified Credit Strategies Tractor Master Fund, L.P., as a Lender By: OHA Diversified Credit Strategies Tractor Fund GenPar, LLC, its general partner By: OHA Global GenPar, LLC, its managing member By: OHA Global MGP, LLC, its managing member | ||
| By: | /s/ Alan Schrager | |
| Name: Alan Schrager | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Oak Hill Advisors, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
OHA FINLANDIA CREDIT FUND, L.P., as a Lender By: OHA Finlandia Credit Fund GenPar, LLC, its General Partner By: OHA Global GenPar, LLC, its managing member By: OHA Global MGP, LLC, its managing member | ||
| By: | /s/ Alan Schrager | |
| Name: Alan Schrager | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Oak Hill Advisors, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
OHA LOAN FUNDING 2013-1, LTD., as a Lender By: Oak Hill Advisors, L.P. as Portfolio Manager | ||
| By: | /s/ Alan Schrager | |
| Name: Alan Schrager | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Oak Hill Advisors, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
OHA LOAN FUNDING 2013-2, LTD., as a Lender By: Oak Hill Advisors, L.P. | ||
| By: | /s/ Alan Schrager | |
| Name: Alan Schrager | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Oak Hill Advisors, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
OHA LOAN FUNDING 2015-1, LTD., as a Lender BY: Oak Hill Advisors, L.P. as Portfolio Manager | ||
| By: | /s/ Alan Schrager | |
| Name: Alan Schrager | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Oak Hill Advisors, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
OHA Loan Funding 2016-1, Ltd., as a Lender By: Oak Hill Advisors, L.P. As Portfolio Manager | ||
| By: | /s/ Alan Schrager | |
| Name: Alan Schrager | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Oak Hill Advisors, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| OHA MD Opportunistic Credit Master Fund, L.P., as a Lender | ||
| By: | /s/ Alan Schrager | |
| Name: Alan Schrager | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Oak Hill Advisors, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
One Eleven Funding III, Ltd., as a Lender | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Oregon Public Employees Retirement Fund, as a Lender | ||
BY: Oak Hill Advisors, L.P., as Investment Manager | ||
| By: | /s/ Alan Schrager | |
| Name: Alan Schrager | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Oak Hill Advisors, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| OZLM FUNDING II, LTD., as a Lender | ||
| By: Sculptor Loan Management LP, its portfolio manager | ||
| By: Sculptor Loan Management LLC, its general partner | ||
| By: | /s/ Wayne Cohen | |
| Name: Wayne Cohen | ||
| Title: President and Chief Operating Officer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SCULPTOR LOAN MANAGEMENT LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| OZLM FUNDING III, LTD., as a Lender | ||
| By: Sculptor Loan Management LP, its portfolio manager | ||
| By: Sculptor Loan Management LLC, its general partner | ||
| By: | /s/ Wayne Cohen | |
| Name: Wayne Cohen | ||
| Title: President and Chief Operating Officer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SCULPTOR LOAN MANAGEMENT LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| OZLM FUNDING IV, LTD., as a Lender | ||
| By: Och-Ziff Loan Management LP, its portfolio manager | ||
| By: Och-Ziff Loan Management LLC, its general partner | ||
| By: | /s/ Wayne Cohen | |
| Name: Wayne Cohen | ||
| Title: President and Chief Operating Officer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SCULPTOR LOAN MANAGEMENT LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
OZLM FUNDING, LTD., as a Lender | ||
| By: OZ CLO Management LLC, its portfolio manager | ||
| By: | /s/ Wayne Cohen | |
| Name: Wayne Cohen | ||
| Title: President and Chief Operating Officer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SCULPTOR LOAN MANAGEMENT LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| OZLM IX, LTD., as a Lender | ||
| By: Sculptor Loan Management LP, its portfolio manager | ||
| By: Sculptor Loan Management LLC, its general partner | ||
| By: | /s/ Wayne Cohen | |
| Name: Wayne Cohen | ||
| Title: President and Chief Operating Officer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SCULPTOR LOAN MANAGEMENT LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| OZLM VI, LTD., as a Lender | ||
| By: Sculptor Loan Management LP, its portfolio manager | ||
| By: Sculptor Loan Management LLC, its general partner | ||
| By: | /s/ Wayne Cohen | |
| Name: Wayne Cohen | ||
| Title: President and Chief Operating Officer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SCULPTOR LOAN MANAGEMENT LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| OZLM VII, LTD., as a Lender | ||
| By: Sculptor Loan Management LP, its portfolio manager | ||
| By: Sculptor Loan Management LLC, its general partner | ||
| By: | /s/ Wayne Cohen | |
| Name: Wayne Cohen | ||
| Title: President and Chief Operating Officer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SCULPTOR LOAN MANAGEMENT LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| OZLM VIII, LTD., as a Lender | ||
| By: Sculptor Loan Management LP, its portfolio manager | ||
| By: Sculptor Loan Management LLC, its general partner | ||
| By: | /s/ Wayne Cohen | |
| Name: Wayne Cohen | ||
| Title: President and Chief Operating Officer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SCULPTOR LOAN MANAGEMENT LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| OZLM XI, LTD., as a Lender | ||
| By: Och-Ziff Loan Management LP, its collateral manager | ||
| By: Och-Ziff Loan Management LLC, its general partner | ||
| By: | /s/ Wayne Cohen | |
| Name: Wayne Cohen | ||
| Title: President and Chief Operating Officer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SCULPTOR LOAN MANAGEMENT LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| OZLM XIII, Ltd., as a Lender | ||
| By: Sculptor Loan Management LP, its portfolio manager | ||
| By: Sculptor Loan Management LLC, its general partner | ||
| By: | /s/ Wayne Cohen | |
| Name: Wayne Cohen | ||
| Title: President and Chief Operating Officer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SCULPTOR LOAN MANAGEMENT LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
OZLM XIV, LTD., as a Lender | ||
| By: Sculptor Loan Management LP, its portfolio manager | ||
| By: Sculptor Loan Management LLC, its general partner | ||
| By: | /s/ Wayne Cohen | |
| Name: Wayne Cohen | ||
| Title: President and Chief Operating Officer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SCULPTOR LOAN MANAGEMENT LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
OZLM XIX, Ltd., as a Lender | ||
| By: OZ CLO Management LLC, its collateral manager | ||
| By: | /s/ Wayne Cohen | |
| Name: Wayne Cohen | ||
| Title: President and Chief Operating Officer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SCULPTOR LOAN MANAGEMENT LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
OZLM XV, LTD., as a Lender | ||
| By: Sculptor Loan Management LP, its portfolio manager | ||
| By: Sculptor Loan Management LLC, its general partner | ||
| By: | /s/ Wayne Cohen | |
| Name: Wayne Cohen | ||
| Title: President and Chief Operating Officer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SCULPTOR LOAN MANAGEMENT LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
OZLM XVI, Ltd., as a Lender | ||
| By: OZ CLO Management LLC, its successor portfolio manager | ||
| By: | /s/ Wayne Cohen | |
| Name: Wayne Cohen | ||
| Title: President and Chief Operating Officer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SCULPTOR LOAN MANAGEMENT LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
OZLM XVII, Ltd., as a Lender | ||
By: OZ CLO Management LLC, its collateral manager | ||
| By: | /s/ Wayne Cohen | |
| Name: Wayne Cohen | ||
| Title: President and Chief Operating Officer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SCULPTOR LOAN MANAGEMENT LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
OZLM XVIII, LTD, as a Lender | ||
| By: Sculptor Loan Management LP, its portfolio manager | ||
| By: Sculptor Loan Management LLC, its general partner | ||
| By: | /s/ Wayne Cohen | |
| Name: Wayne Cohen | ||
| Title: President and Chief Operating Officer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SCULPTOR LOAN MANAGEMENT LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
OZLM XX, LTD, as a Lender | ||
| By: Sculptor Loan Management LP, its portfolio manager | ||
| By: Sculptor Loan Management LLC, its general partner | ||
| By: | /s/ Wayne Cohen | |
| Name: Wayne Cohen | ||
| Title: President and Chief Operating Officer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SCULPTOR LOAN MANAGEMENT LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
OZLM XXI Ltd., as a Lender | ||
| By: | /s/ Wayne Cohen | |
| Name: Wayne Cohen | ||
| Title: President and Chief Operating Officer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SCULPTOR LOAN MANAGEMENT LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
OZLM XXII, Ltd., as a Lender | ||
| By: OZ CLO Management LLC, its collateral manager | ||
| By: | /s/ Wayne Cohen | |
| Name: Wayne Cohen | ||
| Title: President and Chief Operating Officer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SCULPTOR LOAN MANAGEMENT LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
OZLM XXIII, Ltd., as a Lender | ||
| By: Sculptor Loan Management LP, its portfolio manager | ||
| By: Sculptor Loan Management LLC, its general partner | ||
| By: | /s/ Wayne Cohen | |
| Name: Wayne Cohen | ||
| Title: President and Chief Operating Officer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SCULPTOR LOAN MANAGEMENT LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
OZLM XXIV, Ltd., as a Lender | ||
| By: Sculptor Loan Management LP, its portfolio manager | ||
| By: Sculptor Loan Management LLC, its general partner | ||
| By: | /s/ Wayne Cohen | |
| Name: Wayne Cohen | ||
| Title: President and Chief Operating Officer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SCULPTOR LOAN MANAGEMENT LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
PF Managed Bond Fund, as a Lender | ||
| By: | /s/ Joanne Dy | |
Name: Joanne Dy | ||
Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Pacific Select Fund - Diversified Bond Portfolio, as a Lender | ||
| BY: Western Asset Management Company as Investment Manager and Agent | ||
| By: | /s/ Joanne Dy | |
Name: Joanne Dy | ||
Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
DoubleLine Capital LP as Collateral Manager to: Parallel 2017-1 Ltd., as a Lender | ||
| By: | /s/ Oi Jong Martel | |
Name: Oi Jong Martel Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): DoubleLine Capital LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
DoubleLine Capital LP as Collateral Manager to: Parallel 2018-1 Ltd., as a Lender | ||
| By: | /s/ Oi Jong Martel | |
Name: Oi Jong Martel Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): DoubleLine Capital LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
DoubleLine Capital LP as Collateral Manager to: Parallel 2018-2 Ltd., as a Lender | ||
| By: | /s/ Oi Jong Martel | |
Name: Oi Jong Martel Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): DoubleLine Capital LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
DoubleLine Capital LP as Collateral Manager to: Parallel 2019-1 Ltd., as a Lender | ||
| By: | /s/ Oi Jong Martel | |
Name: Oi Jong Martel Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): DoubleLine Capital LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
DoubleLine Capital LP as Collateral Manager to: Parallel 2020-1 Ltd., as a Lender | ||
| By: | /s/ Oi Jong Martel | |
Name: Oi Jong Martel Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): DoubleLine Capital LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Pension Benefit Guaranty Corporation, as a Lender | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the ���Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Pension Benefit Guaranty Corporation, as a Lender By: Wellington Management Company LLP as its Investment Advisor | ||
| By: | /s/ Donna Sirianni | |
Name: Donna Sirianni Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Wellington Management Company, LLP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
PensionDanmark Pensionsforsikringsaktieselskab, as a Lender By: Oak Hill Advisors, L.P., as Investment Manager | ||
| By: | /s/ Alan Schrager | |
| Name: Alan Schrager | ||
| Title: Auhtorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Oak Hill Advisors, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
PENSIONDANMARK PENSIONSFORSIKRINGSAKTIESELSKAB, as a Lender For and on behalf of PENSIONDANMARK PENSIONSFORSIKRINGSAKTIESELSKAB Pension Denmark VI By: Credit Suisse Asset Management, LLC (In its capacity as Investment Manager | ||
| By: | /s/ Thomas Flannery | |
Name: Thomas Flannery Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Permanens Capital Floating Rate Fund LP, 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: | ||
Name of Fund Manager (if any): BlackRock, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
PHILLIPS 66 RETIREMENT PLAN TRUST, as a Lender By: Credit Suisse Asset Management, LLC, as Investment Manager | ||
| By: | /s/ Thomas Flannery | |
Name: Thomas Flannery Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
PK-SSL Investment Fund Limited Partnership, as a Lender BY: Credit Suisse Asset Management, LLC, as its Investment Manager | ||
| By: | /s/ Thomas Flannery | |
Name: Thomas Flannery Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Post Intermediate Term High Yield Fund, L.P., as a Lender BY: Post Advisory Group, LLC not in its individual capacity but solely as authorized agent for and on behalf of: | ||
| By: | /s/ Iris Shin | |
| Name: Iris Shin | ||
| Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Post Advisory Group, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Post Senior Loan Master Fund, L.P., as a Lender BY: Post Advisory Group, LLC not in its individual capacity but solely as authorized agent for and on behalf of: | ||
| By: | /s/ Iris Shin | |
| Name: Iris Shin | ||
| Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Post Advisory Group, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
PPG Industries, Inc. Pension Plan Trust, as a Lender BY: GSO Capital Advisors LLC, As its Investment Advisor | ||
| By: | /s/ Thomas Iannarone | |
| Name: Thomas Iannarone | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): GSO Capital Partners LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
PPM CLO 2 Ltd., as a Lender By: PPM Loan Management Company, LLC, as Asset Manager | ||
| By: | /s/ David Wagner | |
| Name: David Wagner | ||
| Title: Senior Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): PPM America, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
PPM CLO 2018-1 Ltd., as a Lender | ||
| By: | /s/ David Wagner | |
| Name: David Wagner | ||
| Title: Senior Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): PPM America, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
PPM CLO 3 Ltd., as a Lender By: PPM Loan Management Company, LLC, as Portfolio Manager | ||
| By: | /s/ David Wagner | |
| Name: David Wagner | ||
| Title: Senior Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): PPM America, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
PPM CLO 4 Ltd., as a Lender | ||
| By: | /s/ David Wagner | |
| Name: David Wagner | ||
| Title: Senior Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): PPM America, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
PPM Core Plus Fixed Income Fund, a series of the PPM Funds, as a Lender By: PPM America, Inc., as agent and investment adviser on behalf of the Fund | ||
| By: | /s/ David Wagner | |
| Name: David Wagner | ||
| Title: Senior Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): PPM America, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Post Global Limited Term High Yield Fund, as a Lender BY: Post Advisory Group, LLC not in its individual capacity but solely as authorized agent for and on behalf of: | ||
| By: | /s/ Iris Shin | |
| Name: Iris Shin | ||
| Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Post Advisory Group, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Privilege Underwriters Reciprocal Exchange, as a Lender By: Sound Point Capital Management, LP as Manager | ||
| By: | /s/ Max Laskowski | |
| Name: Max Laskowski | ||
| Title: Associate | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Sound Point Capital Management, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Prudential Hong Kong Limited, as a Lender By: PPM America, Inc., as attorney in fact | ||
| By: | /s/ David Wagner | |
| Name: David Wagner | ||
| Title: Senior Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): PPM America, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
The Public Institution for Social Security, as a Lender | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Pulsar Funding I, Ltd., as a Lender by Vibrant Capital Partners, Inc. (fka DFG Investment Advisers, Inc.) as Portfolio Manager | ||
| By: | /s/ Jeremy Hyatt | |
| Name: Jeremy Hyatt | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Vibrant Capital Partners, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
PURE Insurance Company, as a Lender | ||
| By: | Sound Point Capital Management, LP as Manager | |
| By: | /s/ Max Laskowski | |
| Name: Max Laskowski | ||
| Title: Associate | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Sound Point Capital Management, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
QCC Insurance Company, as a Lender | ||
| By: | Wellington Management Company LLP as its Investment Advisor | |
| By: | /s/ Donna Sirianni | |
| Name: Donna Sirianni | ||
| Title: Vice President |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Wellington Management Company, LLP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Recette CLO, Ltd., as a Lender | ||
| By: | Invesco Senior Secured Management, Inc. as Collateral Manager | |
| By: | /s/ Egan, Kevin | |
| Name: Egan, Kevin | ||
| Title: Authorized Individual |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Regatta II Funding LP, as a Lender | ||
| By: Napier Park Global Capital (US) LP Attorney-in-fact | ||
| By: | /s/ Melanie Hanlon | |
| Name: Melanie Hanlon | ||
| Title: Managing Director |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Napier Park Global Capital LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
REGATTA IX FUNDING LTD., as a Lender | ||
By: Regatta Loan Management LLC its Collateral Manager | ||
| By: | /s/ Hanlon, Melanie | |
| Name: Hanlon, Melanie | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Napier Park Global Capital LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Regatta VI Funding Ltd, as a Lender | ||
| By: | Regatta Loan Management LLC its Collateral Manager | |
| By: | /s/ Hanlon, Melanie | |
| Name: Hanlon, Melanie | ||
| Title: Managing Director |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Napier Park Global Capital LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Regatta VII Funding Ltd, as a Lender | ||
| By: | Regatta Loan Management LLC its Collateral Manager | |
| By: | /s/ Hanlon, Melanie | |
| Name: Hanlon, Melanie | ||
| Title: Managing Director |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Napier Park Global Capital LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
REGATTA VIII FUNDING LTD, as a Lender | ||
| By: Regatta Loan Management LLC attorney-in-fact | ||
| By: | /s/ Melanie Hanlon | |
| Name: Melanie Hanlon | ||
| Title: Managing Director |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Napier Park Global Capital LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
REGATTA X FUNDING LTD., as a Lender | ||
| By: Regatta Loan Management LLC its Collateral Manager | ||
| By: | /s/ Hanlon, Melanie | |
| Name: Hanlon, Melanie | ||
| Title: Managing Director |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Napier Park Global Capital LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
REGATTA XI FUNDING LTD., as a Lender | ||
By: Regatta Loan Management LLC its Collateral Manager | ||
| By: | /s/ Hanlon, Melanie | |
| Name: Hanlon, Melanie | ||
| Title: Managing Director |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Napier Park Global Capital LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Regatta XII Funding Ltd., as a Lender | ||
| By: Regatta Loan Management LLC, its Collateral Manager | ||
| By: | /s/ Hanlon, Melanie | |
| Name: Hanlon, Melanie | ||
| Title: Managing Director |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Napier Park Global Capital LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Regatta XIII Funding Ltd., as a Lender | ||
By: Napier Park Global Capital (US) LP Attorney-in-fact | ||
| By: | /s/ Melanie Hanlon | |
| Name: Melanie Hanlon | ||
| Title: Managing Director |
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Napier Park Global Capital LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐to | have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Regatta XIV Funding Ltd., as a Lender | ||
| By: Regatta Loan Management LLC, its Collateral Manager | ||
| By: | /s/ Melanie Hanlon | |
| Name: Melanie Hanlon | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Napier Park Global Capital LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Regatta XV Funding Ltd., as a Lender | ||
| By: Napier Park Global Capital (US) LP, its Collateral Manager | ||
| By: | /s/ Melanie Hanlon | |
| Name: Melanie Hanlon | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Napier Park Global Capital LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Regatta XVI Funding Ltd., as a Lender | ||
| By: Regatta Loan Management LLC, its Collateral Manager | ||
| By: | /s/ Hanlon, Melanie | |
| Name: Hanlon, Melanie | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Napier Park Global Capital LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| DoubleLine Capital LP as Sub-Advisor to: | ||
| Renaissance Flexible Yield Fund, as a Lender | ||
| By: | /s/ Oi Jong Martel | |
| Name: Oi Jong Martel | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): DoubleLine Capital LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Renaissance Floating Rate Income Fund, as a Lender | ||
| BY: Ares Capital Management II LLC, as Portfolio Sub-Advisor | ||
| By: | /s/ Charles Williams | |
| Name: Charles Williams | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Ares Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Renaissance Investment Holdings Ltd., as a Lender | ||
| By: Credit Suisse Asset Management, LLC as investment manager | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Renaissance Investment Holdings Ltd., as a Lender | ||
By: Oaktree Capital Management LP, as sub-advisor | ||
| By: | /s/ Andrew Park | |
| Name: Andrew Park | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | /s/ Ronald Kaplan | |
| Name: Ronald Kaplan | ||
| Title: Managing Director | ||
Name of Fund Manager (if any): Oaktree Capital Management, LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| DoubleLine Capital LP as Sub-Advisor to: | ||
| Renaissance Multi-Sector Fixed Income Private Pool, as a Lender | ||
| By: | /s/ Oi Jong Martel | |
| Name: Oi Jong Martel | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): DoubleLine Capital LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Renaissance Multi-Sector Fixed Income Private Pool, as a Lender | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Riserva CLO, Ltd, as a Lender | ||
| By: Invesco RR Fund L.P. as Collateral Manager | ||
| By: Invesco RR Associates LLC, as general partner | ||
| By: Invesco Senior Secured Management, Inc. as sole member | ||
| By: | /s/ Egan, Kevin | |
| Name: Egan, Kevin | ||
| Title: Authorized Individual | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| River Canyon Single B U.S Loan Fund 2018 A Series Trust of Multi Manager Global Investment Trust, as a Lender | ||
| By:RIVER CANYON FUND MANAGEMENT LLC, its Investment Manage | ||
| By: | /s/ Jonathan M. Kaplan | |
| Name: Jonathan M. Kaplan | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Canyon Capital Advisors LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Rivernorth/Oaktree High Income Fund, as a Lender | ||
| By: Oaktree Capital Management, L.P. | ||
| Its: Investment Manager | ||
| By: | /s/ Andrew Park | |
| Name: Andrew Park | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | /s/ Ronald Kaplan | |
| Name: Ronald Kaplan | ||
| Title: Managing Director | ||
Name of Fund Manager (if any): Oaktree Capital Management, LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Rockford Tower CLO 2017-1, Ltd, as a Lender | ||
| By: King Street Capital Management, L.P. Its Authorized Signatory | ||
| By: | /s/ Michele Piorkowski | |
| Name: Michele Piorkowski | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): King Street Capital Management, LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Rockford Tower CLO 2017-2, Ltd., as a Lender By: King Street Capital Management, L.P. Its Authorized Signatory | ||
| By: | /s/ Michele Piorkowski | |
Name: Michele Piorkowski Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): King Street Capital Management, LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Rockford Tower CLO 2017-3, Ltd., as a Lender By: Rockford Tower Capital Management, L.L.C. Its Collateral Manager | ||
| By: | /s/ Michele Piorkowski | |
Name: Michele Piorkowski Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): King Street Capital Management, LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Rockford Tower CLO 2018-1, Ltd., as a Lender By: Rockford Tower Capital Management, L.L.C. Its Collateral Manager | ||
| By: | /s/ Michele Piorkowski | |
Name: Michele Piorkowski Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): King Street Capital Management, LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Rockford Tower CLO 2018-2, Ltd., as a Lender By: Rockford Tower Capital Management, L.L.C. Its Collateral Manager | ||
| By: | /s/ Michele Piorkowski | |
Name: Michele Piorkowski Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): King Street Capital Management, LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Romark CLO - I Ltd, as a Lender By: Romark CLO Advisors LLC, as Collateral Manager | ||
| By: | /s/ Serge Todorovich | |
Name: Serge Todorovich Title: General Counsel & Chief Compliance Officer | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Romark CLO - II Ltd, as a Lender By: Romark CLO Advisors LLC, as Collateral Manager | ||
| By: | /s/ Serge Todorovich | |
Name: Serge Todorovich Title: General Counsel & Chief Compliance Officer | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Romark CLO - III Ltd, as a Lender By: Romark CLO Advisors LLC, as Collateral Manager | ||
| By: | /s/ Serge Todorovich | |
Name: Serge Todorovich Title: General Counsel & Chief Compliance Officer | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Romark WM-R Ltd, as a Lender By: Romark CLO Advisors LLC, as Collateral Manager | ||
| By: | /s/ Serge Todorovich | |
Name: Serge Todorovich Title: General Counsel & Chief Compliance Officer | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Russell Investment Company Strategic Bond Fund, as a Lender | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Russell Investment Funds Strategic Bond Fund, as a Lender | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Russell Investments Fixed Income Pool, as a Lender | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Russell Investments Global Unconstrained Bond Pool, as a Lender by First Eagle Alternative Credit, LLC, as Investment Manager | ||
| By: | /s/ James R. Fellows | |
| Name: James R. Fellows | ||
| Title: Managing Director/Co-Head | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): First Eagle Investment Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Russell Investments Institutional Funds LLC Unconstrained Bond Fund, as a Lender By First Eagle Alternative Credit, LLC, as Investment Manager | ||
| By: | /s/ James R. Fellows | |
Name: James R. Fellows Title: Managing Director/Co-Head | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): First Eagle Investment Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Russell Investments Institutional Funds LLC Core Bond Fund, as a Lender | ||
| By: | /s/ Joanne Dy | |
Name: Joanne Dy Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Russell Investments Ireland Limited on behalf of the Russell Floating Rate Fund, a subfund of Russell Investments Qualifying Investor Alternative Funds plc, as a Lender By First Eagle Alternative Credit, LLC, as Investment Manager | ||
| By: | /s/ James R. Fellows | |
Name: James R. Fellows Title: Managing Director/Co-Head | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): First Eagle Investment Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Safety Insurance Company, as a Lender By: Wellington Management Company, LLP as its Investment Adviser | ||
| By: | /s/ Donna Sirianni | |
Name: Donna Sirianni Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Wellington Management Company, LLP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
School Employees Retirement System of Ohio, as a Lender | ||
| By: | /s/ Joanne Dy | |
Name: Joanne Dy Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
SEI Catholic Values Trust—Catholic Values Fixed Income Fund, as a Lender | ||
| By: | /s/ Joanne Dy | |
Name: Joanne Dy Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
SEI INSTITUTIONAL INVESTMENTS TRUST - OPPORTUNISTIC INCOME FUND, as a Lender BY: ARES MANAGEMENT LLC, AS SUB-ADVISOR | ||
| By: | /s/ Charles Williams | |
Name: Charles Williams Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Ares Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
SEI Institutional Managed Trust—Multi-Asset Income Fund, as a Lender | ||
| By: | /s/ Joanne Dy | |
Name: Joanne Dy Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
SEI Institutional Managed Trust - Core Fixed Income Fund, as a Lender BY: Western Asset Management Company as Investment Manager and Agent | ||
| By: | /s/ Joanne Dy | |
Name: Joanne Dy Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Senior Debt Portfolio, as a Lender BY: Boston Management and Research as Investment Advisor | ||
| By: | /s/ Michael Brotthof | |
Name: Michael Brotthof Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Eaton Vance Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
SENIOR SECURED FLOATING RATE LOAN FUND, as a Lender By: By: Credit Suisse Asset Management, LLC, the Portfolio Manager for Propel Capital Corporation,the manager for Senior Secured Floating Rate Loan Fund | ||
| By: | /s/ Thomas Flannery | |
Name: Thomas Flannery Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Sentry Insurance a Mutual Company, as a Lender BY: Invesco Senior Secured Management, Inc. as Sub-Advisor | ||
| By: | /s/ Kevin Egan | |
Name: Kevin Egan Title: Authorized Individual | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Shackleton 2013-III CLO, Ltd., as a Lender BY: Alcentra NY, LLC, as investment advisor | ||
| By: | /s/ Miguel Contreras | |
Name: Miguel Contreras Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Alcentra NY, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Shackleton 2013-IV-R CLO Ltd., as a Lender | ||
| by Alcentra NY, LLC as its Collateral Manager | ||
| By: | /s/ Miguel Contreras | |
| Name: Miguel Contreras | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Alcentra NY, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Shackleton 2014-VI-R CLO, Ltd., as a Lender | ||
| By: | /s/ Miguel Contreras | |
| Name: Miguel Contreras | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Alcentra NY, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Shackleton 2014-V-R CLO Ltd., as a Lender | ||
| by Alcentra NY, LLC as its Collateral Manager | ||
| By: | /s/ Miguel Contreras | |
| Name: Miguel Contreras | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Alcentra NY, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Shackleton 2015-VIII CLO, Ltd., as a Lender | ||
| by Alcentra NY, LLC as its Collateral Manager | ||
| By: | /s/ Miguel Contreras | |
| Name: Miguel Contreras | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Alcentra NY, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Shackleton 2015-VII-R CLO, Ltd., as a Lender | ||
| by Alcentra NY, LLC as its Collateral Manager | ||
| By: | /s/ Miguel Contreras | |
| Name: Miguel Contreras | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Alcentra NY, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Shackleton 2016-IX CLO, Ltd, as a Lender | ||
| by Alcentra NY, LLC as its Collateral Manager | ||
| By: | /s/ Miguel Contreras | |
| Name: Miguel Contreras | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Alcentra NY, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Shackleton 2017-X CLO, Ltd, as a Lender | ||
| by Alcentra NY, LLC as its Collateral Manager | ||
| By: | /s/ Miguel Contreras | |
| Name: Miguel Contreras | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Alcentra NY, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Shackleton 2017-XI CLO, LTD., as a Lender | ||
| by Alcentra NY, LLC as its Collateral Manager | ||
| By: | /s/ Miguel Contreras | |
| Name: Miguel Contreras | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Alcentra NY, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Shackleton 2018-XII CLO, LTD., as a Lender | ||
| by Alcentra NY, LLC as its Collateral Manager | ||
| By: | /s/ Miguel Contreras | |
| Name: Miguel Contreras | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Alcentra NY, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Shackleton 2019-XIV CLO, Ltd., as a Lender | ||
| by Alcentra NY, LLC as its Collateral Manager | ||
| By: | /s/ Miguel Contreras | |
| Name: Miguel Contreras | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Alcentra NY, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Shackleton 2019-XV CLO, LTD., as a Lender | ||
| By Alcentra NY, LLC as its Collateral Manager | ||
| By: | /s/ Miguel Contreras | |
| Name: Miguel Contreras | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Alcentra NY, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Sheet Metal Workers’ National Pension Fund, as a Lender | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Signal Peak CLO 1, Ltd., as a Lender | ||
| By: | /s/ Brad Willson | |
| Name: Brad Willson | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): ORIX Advisers, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Signal Peak CLO 2, LLC, as a Lender | ||
| By: | /s/ Brad Willson | |
| Name: Brad Willson | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): ORIX Advisers, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Signal Peak CLO 3, Ltd., as a Lender | ||
| By: | /s/ Brad Willson | |
| Name: Brad Willson | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): ORIX Advisers, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Signal Peak CLO 4, Ltd., as a Lender | ||
| By: | /s/ Brad Willson | |
| Name: Brad Willson | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): ORIX Advisers, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Signal Peak CLO 5, Ltd., as a Lender | ||
| By: | /s/ Brad Willson | |
| Name: Brad Willson | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): ORIX Advisers, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Signal Peak CLO 6, Ltd., as a Lender | ||
| By: | /s/ Brad Willson | |
| Name: Brad Willson | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): ORIX Advisers, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Signal Peak CLO 7, Ltd., as a Lender | ||
| By: | /s/ Brad Willson | |
| Name: Brad Willson | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): ORIX Advisers, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Signal Peak CLO 8, Ltd., as a Lender | ||
| By: | /s/ Brad Willson | |
| Name: Brad Willson | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): ORIX Advisers, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Sixth Street CLO XVI, Ltd., as a Lender | ||
| By: Great Lawnview Funding IV Management LLC Its Collateral Manager | ||
| By: | /s/ Daniel Wanek | |
| Name: Daniel Wanek | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SIXTH STREET PARTNERS, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Sixth Street RCF II Finance, LLC, as a Lender | ||
| By: Sixth Street Rotational Credit II Management LLC | ||
| Its Collateral Manager | ||
| By: | /s/ Daniel Wanek | |
| Name: Daniel Wanek | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SIXTH STREET PARTNERS, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
SKF USA Inc. Master Trust, as a Lender | ||
By: PPM America, Inc., as agent and investment adviser on behalf of its client | ||
| By: | /s/ David Wagner | |
| Name: David Wagner | ||
| Title: Senior Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): PPM America, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☒ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| SOCIETE GENERALE FINANCIAL CORPORATION, as a Lender | ||
| By: | /s/ Rebecca Zhang | |
| Name: Rebecca Zhang | ||
| Title: Vice President | ||
Name of Fund Manager (if any):_______N/A___________
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
AXA IM Paris SA for and on behalf of Sogecap Diversified Loans Fund, as a Lender | ||
| By: | /s/ Yumiko Licznerski | |
| Name: Yumiko Licznerski | ||
| Title: Senior Credit Analyst | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): AXA
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Sound Point CLO IV-R, Ltd., as a Lender | ||
| BY: Sound Point Capital Management, LP as Collateral Manager | ||
| By: | /s/ Max Laskowski | |
| Name: Max Laskowski | ||
| Title: Associate | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Sound Point Capital Management, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Sound Point CLO IX, Ltd., as a Lender | ||
| By: Sound Point Capital Management, LP as Collateral Manager | ||
| By: | /s/ Max Laskowski | |
| Name: Max Laskowski | ||
| Title: Associate | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Sound Point Capital Management, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Sound Point CLO VIII-R, Ltd., as a Lender | ||
| BY: Sound Point Capital Management, LP as Collateral Manager | ||
| By: | /s/ Max Laskowski | |
| Name: Max Laskowski | ||
| Title: Associate | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Sound Point Capital Management, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Sound Point CLO VII-R, Ltd., as a Lender | ||
| BY: Sound Point Capital Management, LP as Collateral Manager | ||
| By: | /s/ Max Laskowski | |
| Name: Max Laskowski | ||
| Title: Associate | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Sound Point Capital Management, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Sound Point CLO VI-R, Ltd., as a Lender | ||
| BY: Sound Point Capital Management, LP as Collateral Manager | ||
| By: | /s/ Max Laskowski | |
| Name: Max Laskowski | ||
| Title: Associate | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Sound Point Capital Management, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐to | have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Sound Point CLO XII, Ltd., as a Lender | ||
| By: Sound Point Capital Management, LP as Collateral Manager | ||
| By: | /s/ Max Laskowski | |
| Name: Max Laskowski | ||
| Title: Associate | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Sound Point Capital Management, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Sound Point CLO XIV, Ltd., as a Lender | ||
| By: Sound Point Capital Management, LP as Collateral Manager | ||
| By: | /s/ Max Laskowski | |
| Name: Max Laskowski | ||
| Title: Associate | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Sound Point Capital Management, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Sound Point CLO XIX, Ltd., as a Lender | ||
| By: Sound Point Capital Management, LP as Collateral Manager | ||
| By: | /s/ Max Laskowski | |
| Name: Max Laskowski | ||
| Title: Associate | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Sound Point Capital Management, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Sound Point CLO XV, Ltd, as a Lender | ||
| By: Sound Point Capital Management, LP as Collateral Manager | ||
| By: | /s/ Max Laskowski | |
| Name: Max Laskowski | ||
| Title: Associate | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Sound Point Capital Management, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| SOUND POINT CLO XVI, LTD., as a Lender | ||
| By: Sound Point Capital Management, LP as Collateral Manager | ||
| By: | /s/ Max Laskowski | |
| Name: Max Laskowski | ||
| Title: Associate | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Sound Point Capital Management, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Sound Point CLO XVII, Ltd., as a Lender | ||
| By: Sound Point Capital Management, LP as Collateral Manager | ||
| By: | /s/ Max Laskowski | |
| Name: Max Laskowski | ||
| Title: Associate | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Sound Point Capital Management, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Sound Point CLO XVIII, Ltd., as a Lender | ||
| By: Sound Point Capital Management, LP as Collateral Manager | ||
| By: | /s/ Max Laskowski | |
| Name: Max Laskowski | ||
| Title: Associate | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Sound Point Capital Management, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Sound Point CLO XXII, Ltd., as a Lender By: Sound Point Capital Management, LP as Collateral Manager | ||
| By: | /s/ Max Laskowski | |
| Name: Max Laskowski | ||
| Title: Associate | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Sound Point Capital Management, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Sound Point CLO XXIII, Ltd., as a Lender By: Sound Point Capital Management, LP as Collateral Manager | ||
| By: | /s/ Max Laskowski | |
| Name: Max Laskowski | ||
| Title: Associate | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Sound Point Capital Management, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Sound Point CLO XXIV, Ltd., as a Lender By: Sound Point Capital Management, LP as Collateral Manager | ||
| By: | /s/ Max Laskowski | |
| Name: Max Laskowski | ||
| Title: Associate | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Sound Point Capital Management, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Sound Point CLO XXV, Ltd., as a Lender By: Sound Point Capital Management, LP as Collateral Manager | ||
| By: | /s/ Max Laskowski | |
| Name: Max Laskowski | ||
| Title: Associate | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Sound Point Capital Management, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Sound Point CLO XXVI, Ltd., as a Lender By: Sound Point Capital Management, LP as Collateral Manager | ||
| By: | /s/ Max Laskowski | |
| Name: Max Laskowski | ||
| Title: Associate | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Sound Point Capital Management, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Sound Point CLO XXVII, Ltd., as a Lender By: Sound Point Capital Management, LP as Collateral Manager | ||
| By: | /s/ Max Laskowski | |
| Name: Max Laskowski | ||
| Title: Associate | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Sound Point Capital Management, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Southwick Park CLO, Ltd., as a Lender | ||
| By: | /s/ Thomas Iannarone | |
| Name: Thomas Iannarone | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): GSO Capital Partners LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
SP-Static CLO 1, Ltd., as a Lender | ||
| By: | /s/ Brad Willson | |
| Name: Brad Willson | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): ORIX Advisers, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
SPDR Blackstone/GSO Senior Loan ETF, 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: | ||
Name of Fund Manager (if any): GSO Capital Partners LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
DoubleLine Capital LP as Sub-Advisor to: SPDR DoubleLine Total Return Tactical ETF, as a Lender | ||
| By: | /s/ Oi Jong Martel | |
| Name: Oi Jong Martel | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): DoubleLine Capital LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
St. George Corporation, as a Lender | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Star Insurance Company, as a Lender By: Octagon Credit Investors, LLC as Investment Manager | ||
| By: | /s/ Kimberly Wong Lem | |
| Name: Kimberly Wong Lem | ||
| Title: Vice President, Portfolio Administration | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Octagon Credit Investors, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Growth Fixed Income Sector Trust, as a Lender By: Oaktree Capital Management, L.P. its: Investment Manager | ||
| By: | /s/ Andrew Park | |
| Name: Andrew Park | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | /s/ Ronald Kaplan | |
| Name: Ronald Kaplan | ||
| Title: Managing Director | ||
Name of Fund Manager (if any): Oaktree Capital Management, LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Stewart Park CLO, Ltd., | ||
| as a Lender | ||
BY: GSO / Blackstone Debt Funds Management LLC | ||
| as Collateral Manager | ||
| By: | /s/ Thomas Iannarone | |
| Name: Thomas Iannarone | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): GSO Capital Partners LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Stichting Pensioenfonds Hoogovens, | ||
| as a Lender | ||
| by First Eagle Alternative Credit, LLC, | ||
| its Asset Manager | ||
| By: | /s/ James R. Fellows | |
| Name: James R. Fellows | ||
| Title: Managing Director/Co-Head | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): First Eagle Investment Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Stichting Pensioenfonds Hoogovens, | ||
| as a Lender | ||
| By: Ares Capital Management III LLC, its Asset Manager | ||
| By: | /s/ Charles Williams | |
| Name: Charles Williams | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Ares Management LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Stichting Pensioenfonds PGB, | ||
| as a Lender | ||
| by First Eagle Alternative Credit, LLC, | ||
| its Asset Manager | ||
| By: | /s/ James R. Fellows | |
| Name: James R. Fellows | ||
| Title: Managing Director/Co-Head | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): First Eagle Investment Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
STICHTING PHILIPS PENSIOENFOND, as a Lender | ||
| BY: Oak Hill Advisors, L.P. as Investment Manager | ||
| By: | /s/ Alan Schrager | |
| Name: Alan Schrager | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Oak Hill Advisors, L.P.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Stone Harbor Collective Investment Trust - Stone Harbor Bank Loan Collective Fund, as a Lender | ||
| By: | /s/ Adam Shapiro | |
| Name: Adam Shapiro | ||
| Title: General Counsel | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Stone Harbor Investment Partners LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Stone Harbor Global Funds PLC - Stone Harbor Leveraged Loan Portfolio, as a Lender | ||
| By: | /s/ Adam Shapiro | |
| Name: Adam Shapiro | ||
| Title: General Counsel | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Stone Harbor Investment Partners LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Stone Harbor Global Funds PLC - Stone Harbor Multi Asset Credit (No.2) Portfolio, as a Lender | ||
| By: | /s/ Adam Shapiro | |
| Name: Adam Shapiro | ||
| Title: General Counsel | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Stone Harbor Investment Partners LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Stone Harbor Leveraged Loan Fund LLC, as a Lender | ||
| By: | /s/ Adam Shapiro | |
| Name: Adam Shapiro | ||
| Title: General Counsel | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Stone Harbor Investment Partners LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Stratus CLO 2020-1, Ltd., as a Lender as Collateral Manager | ||
| By: | /s/ Thomas Iannarone | |
| Name: Thomas Iannarone | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): GSO Capital Partners LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Stratus CLO 2020-2, Ltd., as a Lender by Blackstone / GSO CLO Management LLC as Collateral Manager by: GSO / Blackstone Debt Funds Management LLC, its managing member | ||
| By: | /s/ Thomas Iannarone | |
| Name: Thomas Iannarone | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): GSO Capital Partners LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Sun Life Opportunistic Fixed Income Private Pool, as a Lender By: Wellington Management Company LLP as its Investment Advisor | ||
| By: | /s/ Donna Sirianni | |
| Name: Donna Sirianni | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Wellington Management Company, LLP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| AIG Flexible Credit Fund, | ||
| as a Lender | ||
| By: | /s/ Kyle Jennings | |
| Name: Kyle Jennings | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Newfleet Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| SunAmerica Senior Floating Rate Fund, Inc-AIG Senior Floating Rate Fund, as a Lender By: Wellington Management Company, LLP as its Investment Advisor | ||
| By: | /s/ Donna Sirianni | |
| Name: Donna Sirianni | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Wellington Management Company, LLP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Sutter Health, | ||
| as a Lender | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Swiss Capital Alternative Strategies Funds SPC re: SC Alternative Strategy 10 SP, as a Lender | ||
| By: | /s/ Robert Mandery | |
| Name: Robert Mandery | ||
| Title: Co-Head of Investment Research | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): CIFC Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Swiss Capital Alternative Strategies Funds SPC for the Account of SC Alternative Strategy 9SP, as a Lender | ||
| By: | /s/ Gretchen Bergstresser | |
| Name: Gretchen Bergstresser | ||
| Title: Senior Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): CVC Credit Partners
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| T. Rowe Price Floating Rate Fund, Inc., | ||
| as a Lender | ||
| By: | /s/ Rebecca Willey | |
| Name: Rebecca Willey | ||
| Title: Bank Loan Trader | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): T. Rowe Price Associates, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| T. Rowe Price Funds Series II SICAV - Floating Rate Loan Fund, as a Lender By: T. Rowe Price Associates, Inc. as investment Sub-manager of the T. Rowe Price Funds Series II SICAV-Floating Rate Loan Fund | ||
| By: | /s/ Rebecca Willey | |
| Name: Rebecca Willey | ||
| Title: Bank Loan Trader | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): T. Rowe Price Associates, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| T. Rowe Price Institutional Floating Rate Fund, as a Lender | ||
| By: | /s/ Rebecca Willey | |
| Name: Rebecca Willey | ||
| Title: Bank Loan Trader | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
:
Name of Fund Manager (if any): T. Rowe Price Associates, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| T. Rowe Price Floating Rate Multi-Sector Account Portfolio, as a Lender | ||
| By: | /s/ Rebecca Willey | |
| Name: Rebecca Willey | ||
| Title: Bank Loan Trader | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): T. Rowe Price Associates, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| T. Rowe Price Floating Rate Trust, as a Lender | ||
| By: T. Rowe Price Trust Company, Trustee | ||
| By: | /s/ Rebecca Willey | |
| Name: Rebecca Willey | ||
| Title: Bank Loan Trader | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): T. Rowe Price Associates, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| T. Rowe Price Bond Trust I, as a Lender | ||
| By: | /s/ Rebecca Willey | |
| Name: Rebecca Willey | ||
| Title: Bank Loan Trader | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): T. Rowe Price Associates, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| T. Rowe Price Total Return Fund, Inc, as a Lender | ||
| By: | /s/ Rebecca Willey | |
| Name: Rebecca Willey | ||
| Title: Bank Loan Trader | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): T. Rowe Price Associates, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Taconic Park CLO Ltd., By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager | ||
| By: | /s/ Thomas Iannarone | |
| Name: Thomas Iannarone | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): GSO Capital Partners LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
TE Connectivity Retirement Savings and Investment Plan Trust, as a Lender | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Teachers’ Retirement System of the State of Kentucky, as a Lender by SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager | ||
| By: | /s/ Serge Todorovich | |
| Name: Serge Todorovich | ||
| Title: General Counsel & Chief Compliance Officer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Telstra Superannuation Scheme, 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 Telstra Super Pty Ltd. in its capacity as trustee of Telstra Superannuation Scheme | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Thayer Park CLO Ltd., as a Lender By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager | ||
| By: | /s/ Thomas Iannarone | |
| Name: Thomas Iannarone | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): GSO Capital Partners LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
THE G.E. C.I.F. TRUSTEES LTD AS TRUSTEE OF THE GE UK PENSION COMMON INVESTMENT FUND, as a Lender | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Civil Aviation Authority Pension Scheme, as a Lender By: BlackRock Financial Management, Inc., as agent for and on behalf of BlackRock Investment Management (UK) Limited as Investment Advisor | ||
| By: | /s/ Rob Jacobi | |
| Name: Rob Jacobi | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): BlackRock, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Wellington Trust Company, National Association Multiple Collective Investment Funds Trust II, Core Bond Plus/High Yield Bond Portfolio, as a Lender By: Wellington Management Company, LLP as its Investment Advisor | ||
| By: | /s/ Donna Sirianni | |
| Name: Donna Sirianni | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Wellington Management Company, LLP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
First Eagle Bank Loan Select Master Fund, a Class of the First Eagle Bank Loan Select Series Trust I, as a Lender By First Eagle Alternative Credit SLS, LLC, as Investment Manager | ||
| By: | /s/ James R. Fellows | |
| Name: James R. Fellows | ||
| Title: Managing Director/Co-Head | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): First Eagle Investment Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
First Eagle Senior Loan Fund, as a Lender by First Eagle Alternative Credit, LLC, as Adviser | ||
| By: | /s/ James R. Fellows | |
| Name: James R. Fellows | ||
| Title: Managing Director/Co-Head | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): First Eagle Investment Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
TICP CLO I-2, Ltd., as a Lender By: TICP CLO I Management, LLC Its Collateral Manager | ||
| By: | /s/ Daniel Wanek | |
| Name: Daniel Wanek | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SIXTH STREET PARTNERS, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
TICP CLO II-2, Ltd., as a Lender By: TICP CLO II Management, LLC Its Collateral Manager | ||
| By: | /s/ Daniel Wanek | |
| Name: Daniel Wanek | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SIXTH STREET PARTNERS, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
TICP CLO III-2, Ltd., as a Lender By: TICP CLO III Management, LLC Its Collateral Manager | ||
| By: | /s/ Daniel Wanek | |
| Name: Daniel Wanek | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SIXTH STREET PARTNERS, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| TICP CLO IV Ltd, as a Lender | ||
| By: TICP CLO IV Management, LLC, its Collateral Manager | ||
| By: | /s/ Daniel Wanek | |
| Name: Daniel Wanek | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SIXTH STREET PARTNERS, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
TICP CLO IX, Ltd., as a Lender | ||
By: TICP CLO IX Management LLC | ||
Its Collateral Manager | ||
| By: | /s/ Daniel Wanek | |
| Name: Daniel Wanek | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SIXTH STREET PARTNERS, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| TICP CLO V 2016-1, Ltd., as a Lender | ||
| BY: TICP CLO V 2016-1 Management, LLC, its Collateral Manager | ||
| By: | /s/ Daniel Wanek | |
| Name: Daniel Wanek | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SIXTH STREET PARTNERS, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| TICP CLO VI 2016-2, Ltd., as a Lender | ||
| BY: TICP CLO VI 2016-2 Management, LLC, its Collateral Manager | ||
| By: | /s/ Daniel Wanek | |
| Name: Daniel Wanek | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SIXTH STREET PARTNERS, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
TICP CLO VII, Ltd, as a Lender | ||
By: TICP CLO VII Management, LLC | ||
Its Collateral Manager | ||
| By: | /s/ Daniel Wanek | |
| Name: Daniel Wanek | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SIXTH STREET PARTNERS, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
TICP CLO VIII, Ltd, as a Lender | ||
By: TICP CLO VIII Management, LLC | ||
Its Collateral Manager | ||
| By: | /s/ Daniel Wanek | |
| Name: Daniel Wanek | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SIXTH STREET PARTNERS, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
TICP CLO X, Ltd., as a Lender | ||
By: TICP CLO X Management, LLC | ||
Its Collateral Manager | ||
| By: | /s/ Daniel Wanek | |
| Name: Daniel Wanek | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SIXTH STREET PARTNERS, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
TICP CLO XI, Ltd., as a Lender | ||
By: TICP CLO XI Management, LLC | ||
Its Collateral Manager | ||
| By: | /s/ Daniel Wanek | |
| Name: Daniel Wanek | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SIXTH STREET PARTNERS, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| TICP CLO XII, Ltd., as a Lender | ||
| By: TICP CLO XII Management, LLC, | ||
| Its Collateral Manager | ||
| By: | /s/ Daniel Wanek | |
| Name: Daniel Wanek | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SIXTH STREET PARTNERS, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
TICP CLO XIII, Ltd., | ||
By: TICP CLO XIII Management, LLC | ||
Its Collateral Manager | ||
| By: | /s/ Daniel Wanek | |
| Name: Daniel Wanek | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SIXTH STREET PARTNERS, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
TICP CLO XIV, Ltd, as a Lender | ||
| By: TICP CLO XIV Management, LLC | ||
| Its Collateral Manager | ||
| By: | /s/ Daniel Wanek | |
| Name: Daniel Wanek | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SIXTH STREET PARTNERS, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
TICP CLO XV, Ltd., as a Lender | ||
| By: TICP CLO XV Management LLC | ||
| Its Collateral Manager | ||
| By: | /s/ Daniel Wanek | |
| Name: Daniel Wanek | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SIXTH STREET PARTNERS, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Times Square View III, Ltd., as a Lender | ||
| By: Times Square View III Management LLC | ||
| Its Collateral Manager | ||
| By: | /s/ Daniel Wanek | |
| Name: Daniel Wanek | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SIXTH STREET PARTNERS, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| TJ-NonQualified, LLC - TJU NQ Core Plus Fixed Income Fund, as a Lender | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| TJ-Qualified, LLC -TJU DB Core Plus Fixed Income Fund, as a Lender | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| TRALEE CLO II, LTD, as a Lender | ||
By: | Par-Four Investment Management, LLC As Collateral Manager | |
| By: | /s/ Dennis Gorczyca | |
| Name: Dennis Gorczyca | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Par-Four Investment Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Tralee CLO VI, Ltd., as a Lender by: Par-Four CLO Management, LLC as Collateral Manager | ||
| By: | /s/ Dennis Gorczyca | |
| Name: Dennis Gorczyca | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Par-Four Investment Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Treman Park CLO, Ltd., BY: GSO / Blackstone Debt Funds Management LLC as Collateral Manager | ||
| By: | /s/ Thomas Iannarone | |
| Name: Thomas Iannarone | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): GSO Capital Partners LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Trestles CLO 2017-1, Ltd., By: Pacific Asset Management LLC, in its capacity as Investment Advisor | ||
| By: | /s/ Anar Majmudar | |
| Name: Anar Majmudar | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | /s/ Norman Yang | |
| Name: Norman Yang | ||
| Title: Authorized Signatory | ||
Name of Fund Manager (if any): Virtus Partners LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Trestles CLO II, Ltd., By: Pacific Asset Management LLC, in its capacity as Investment Advisor | ||
| By: | /s/ Anar Majmudar | |
| Name: Anar Majmudar | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | /s/ Norman Yang | |
| Name: Norman Yang | ||
| Title: Authorized Signatory | ||
Name of Fund Manager (if any): Virtus Partners LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Trestles CLO III, Ltd., By: Pacific Asset Management LLC, in its capacity as Investment Advisor | ||
| By: | /s/ Anar Majmudar | |
| Name: Anar Majmudar | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | /s/ Norman Yang | |
| Name: Norman Yang | ||
| Title: Authorized Signatory | ||
Name of Fund Manager (if any): Virtus Partners LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Trimaran CAVU 2019-1 LTD., as a Lender By: Trimaran Advisors, L.L.C. | ||
| By: | /s/ Maureen K. Peterson | |
| Name: Maureen K. Peterson | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Trimaran Advisors, L.L.C.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Trimaran CAVU 2019-2 LTD., as a Lender By: Trimaran Advisors, L.L.C. | ||
| By: | /s/ Maureen K. Peterson | |
| Name: Maureen K. Peterson | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Trimaran Advisors, L.L.C.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Trustmark Insurance Company, as a Lender By: Crescent Capital Group LP, its adviser | ||
| By: | /s/ Alex Slavtchev | |
| Name: Alex Slavtchev | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | /s/ Zachary Nuzzi | |
| Name: Zachary Nuzzi | ||
| Title: Vice President | ||
Name of Fund Manager (if any): Crescent Capital Group LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Tryon Park CLO Ltd., BY: GSO / Blackstone Debt Funds Management LLC as Collateral Manager | ||
| By: | /s/ Thomas Iannarone | |
| Name: Thomas Iannarone | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): GSO Capital Partners LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| TSSP RCF Finance, LLC, as a Lender | ||
| By: TSSP Rotational Credit Management LLC Its Collateral Manager | ||
| By: | /s/ Daniel Wanek | |
| Name: Daniel Wanek | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SIXTH STREET PARTNERS, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| UAW Retiree Medical Benefits Trust (Chrysler Separate Retiree Account), as a Lender | ||
| By: | /s/ John Eanes | |
| Name: John Eanes | ||
| Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Kayne Anderson Capital Advisors, LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| UAW Retiree Medical Benefits Trust (Ford Separate Retiree Account), as a Lender | ||
| By: | /s/ John Eanes | |
| Name: John Eanes | ||
| Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Kayne Anderson Capital Advisors, LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| UAW Retiree Medical Benefits Trust (General Motors Separate Retiree Account), as a Lender | ||
| By: | /s/ John Eanes | |
| Name: John Eanes | ||
| Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Kayne Anderson Capital Advisors, LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Unite Pension Scheme, as a Lender | ||
| By: | /s/ Alex Sammarco | |
| Name: Alex Sammarco | ||
| Title: Executive Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): JPMorgan Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| United HealthCare Insurance Company, as a Lender | ||
| BY: GSO Capital Advisors LLC as Manager | ||
| By: | /s/ Thomas Iannarone | |
| Name: Thomas Iannarone | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): GSO Capital Partners LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| United HealthCare Insurance Company, as a Lender BY: GSO Capital Advisors II LLC as Manager | ||
| By: | /s/ Thomas Iannarone | |
| Name: Thomas Iannarone | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): GSO Capital Partners LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| University of Miami, as a Lender | ||
| By: | /s/ Anthony Farraye | |
| Name: Anthony Farraye | ||
| Title: Associate | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Morgan Stanley Investment Management Inc
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| University of Southern California, as a Lender by SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager | ||
| By: | /s/ Serge Todorovich | |
| Name: Serge Todorovich | ||
| Title: General Counsel & Chief Compliance Officer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Upland CLO, Ltd., as a Lender | ||
| By: Invesco Senior Secured Management, Inc. as Collateral Manager | ||
| By: | /s/ Egan, Kevin | |
| Name: Egan, Kevin | ||
| Title: Authorized Individual | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Utica Mutual Insurance Company, as a Lender | ||
| By: Wellington Management Company LLP as its Investment Advisor | ||
| By: | /s/ Donna Sirianni | |
| Name: Donna Sirianni | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Wellington Management Company, LLP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☐ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☑ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| VENTURE XII CLO, Limited, as a Lender | ||
| BY: its investment advisor MJX Venture Management LLC | ||
| By: | /s/ Lewis Brown | |
| Name: Lewis Brown | ||
| Title: Managing Director / Head of Trading | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): MJX Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| VENTURE XX CLO, Limited, as a Lender | ||
| By: its investment advisor MJX Venture Management LLC | ||
| By: | /s/ Lewis Brown | |
| Name: Lewis Brown | ||
| Title: Managing Director / Head of Trading | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): MJX Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Verde CLO, Ltd., as a Lender | ||
| By: Invesco RR Fund L.P. as Collateral Manager | ||
| By: Invesco RR Associates LLC, as general partner | ||
| By: Invesco Senior Secured Management, Inc. as sole member | ||
| By: | /s/ Egan, Kevin | |
| Name: Egan, Kevin | ||
| Title: Authorized Individual | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Invesco Senior Secured Management, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Vibrant CLO III, Ltd., as a Lender | ||
| by Vibrant Capital Partners, Inc. (fka DFG Investment Advisers, Inc.) as Portfolio Manager | ||
| By: | /s/ Jeremy Hyatt | |
| Name: Jeremy Hyatt | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Vibrant Capital Partners, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Vibrant CLO IV, Ltd., as a Lender | ||
by Vibrant Capital Partners, Inc. (fka DFG Investment Advisers, Inc.) as Portfolio Manager | ||
| By: | /s/ Jeremy Hyatt | |
| Name: Jeremy Hyatt | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Vibrant Capital Partners, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Vibrant CLO IX, Ltd., as a Lender | ||
| by Vibrant Capital Partners, Inc. (fka DFG Investment Advisers, Inc.) as Portfolio Manager | ||
| By: | /s/ Jeremy Hyatt | |
| Name: Jeremy Hyatt | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Vibrant Capital Partners, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Vibrant CLO V, Ltd., as a Lender | ||
| by Vibrant Capital Partners, Inc. (fka DFG Investment Advisers, Inc.) as Portfolio Manager | ||
| By: | /s/ Jeremy Hyatt | |
| Name: Jeremy Hyatt | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Vibrant Capital Partners, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Vibrant CLO VI, Ltd., as a Lender | ||
| by Vibrant Capital Partners, Inc. (fka DFG Investment Advisers, Inc.) as Portfolio Manager | ||
| By: | /s/ Jeremy Hyatt | |
| Name: Jeremy Hyatt | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Vibrant Capital Partners, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Vibrant CLO VII, Ltd., as a Lender | ||
| By: Vibrant Credit Partners LLC, as Portfolio Manager | ||
| By: | /s/ Jeremy Hyatt | |
| Name: Jeremy Hyatt | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Vibrant Capital Partners, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Vibrant CLO VIII, Ltd., as a Lender | ||
| By: Vibrant Capital Partners, Inc. (fka DFG Investment Advisers, Inc.) as Portfolio Manager | ||
| By: | /s/ Jeremy Hyatt | |
| Name: Jeremy Hyatt | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Vibrant Capital Partners, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Vibrant CLO X, Ltd., as a Lender | ||
| by Vibrant Capital Partners, Inc. (fka DFG Investment Advisers, Inc.) as Collateral Manager | ||
| By: | /s/ Jeremy Hyatt | |
| Name: Jeremy Hyatt | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Vibrant Capital Partners, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Vibrant CLO XI, Ltd., as a Lender | ||
| By: Vibrant Credit Partners LLC, as Portfolio Manager | ||
| By: | /s/ Jeremy Hyatt | |
| Name: Jeremy Hyatt | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Vibrant Capital Partners, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Vibrant CLO XII, Ltd., as a Lender | ||
| by Vibrant Capital Partners, Inc. (fka DFG Investment Advisers, Inc.) as Portfolio Manager | ||
| By: | /s/ Jeremy Hyatt | |
| Name: Jeremy Hyatt | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Vibrant Capital Partners, Inc.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Virginia College Savings Plan, as a Lender | ||
| by SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager | ||
| By: | /s/ Serge Todorovich | |
| Name: Serge Todorovich | ||
| Title: General Counsel & Chief Compliance Officer | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Virtus Global Multi Sector Income Fund, as a Lender | ||
| By: | /s/ Kyle Jennings | |
| Name: Kyle Jennings | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Newfleet Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Virtus Newfleet Multi-Sector Intermediate Bond Fund, as a Lender | ||
| By: | /s/ Kyle Jennings | |
| Name: Kyle Jennings | ||
| Title: Managing Director |
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Newfleet Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Virtus Newfleet Multi-Sector Short Term Bond Fund, as a Lender | ||
| By: | /s/ Kyle Jennings | |
| Name: Kyle Jennings | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Newfleet Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Virtus Newfleet Senior Floating Rate Fund, as a Lender | ||
| By: | /s/ Kyle Jennings | |
| Name: Kyle Jennings | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Newfleet Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Virtus Total Return Fund Inc., as a Lender | ||
| By: | /s/ Kyle Jennings | |
| Name: Kyle Jennings | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Newfleet Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| VVIT: Virtus Newfleet Multi-Sector Intermediate Bond Series, as a Lender | ||
| By: | /s/ Kyle Jennings | |
| Name: Kyle Jennings | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Newfleet Asset Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| The Walt Disney Company Retirement Plan Master Trust, as a Lender | ||
| BY: Western Asset Management Company as Investment Manager and Agent | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| WCF Mutual Insurance Company, as a Lender | ||
| By: Wellington Management Company, LLP as its Investment Adviser | ||
| By: | /s/ Donna Sirianni | |
| Name: Donna Sirianni | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Wellington Management Company, LLP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Webster Park CLO, Ltd, as a Lender | ||
| By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager | ||
| By: | /s/ Thomas Iannarone | |
| Name: Thomas Iannarone | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): GSO Capital Partners LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Wellfleet CLO 2015-1, Ltd., as a Lender | ||
| By: Wellfleet Credit Partners LLC as Collateral Manager | ||
| By: | /s/ Dennis Talley | |
| Name: Dennis Talley | ||
| Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Wellfleet Credit Partners, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Wellfleet CLO 2016-1, Ltd., as a Lender | ||
| By: Wellfleet Credit Partners LLC as Collateral Manager | ||
| By: | /s/ Dennis Talley | |
| Name: Dennis Talley | ||
| Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Wellfleet Credit Partners, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Wellfleet CLO 2016-2, Ltd., as a Lender | ||
| By: Wellfleet Credit Partners LLC as Collateral Manager | ||
| By: | /s/ Dennis Talley | |
| Name: Dennis Talley | ||
| Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Wellfleet Credit Partners, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Wellfleet CLO 2017-1, Ltd., as a Lender | ||
| By: Wellfleet Credit Partners, LLC As Collateral Manager | ||
| By: | /s/ Dennis Talley | |
| Name: Dennis Talley | ||
| Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Wellfleet Credit Partners, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Wellfleet CLO 2017-2, Ltd., as a Lender By: Wellfleet Credit Partners, LLC As Collateral Manager | ||
| By: | /s/ Dennis Talley | |
Name: Dennis Talley Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Wellfleet Credit Partners, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Wellfleet CLO 2017-3, Ltd., as a Lender By: Wellfleet Credit Partners, LLC As Asset Manager | ||
| By: | /s/ Dennis Talley | |
Name: Dennis Talley Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Wellfleet Credit Partners, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs
Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Wellfleet CLO 2018-1, Ltd., as a Lender By: Wellfleet Credit Partners, LLC As Collateral Manager | ||
| By: | /s/ Dennis Talley | |
Name: Dennis Talley Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Wellfleet Credit Partners, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Wellfleet CLO 2018-2, Ltd., as a Lender By: Wellfleet Credit Partners, LLC As Collateral Manager | ||
| By: | /s/ Dennis Talley | |
Name: Dennis Talley Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Wellfleet Credit Partners, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Wellfleet CLO 2018-3, Ltd., as a Lender By: Wellfleet Credit Partners, LLC As Collateral Manager | ||
| By: | /s/ Dennis Talley | |
Name: Dennis Talley Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Wellfleet Credit Partners, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Wellfleet CLO 2019-1, Ltd., as a Lender By: Wellfleet Credit Partners, LLC As Collateral Manager | ||
| By: | /s/ Dennis Talley | |
Name: Dennis Talley Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Wellfleet Credit Partners, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Wellfleet CLO 2020-1, LTD, as a Lender By: Wellfleet Credit Partners, LLC as Collateral Manager | ||
| By: | /s/ Dennis Talley | |
Name: Dennis Talley Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Wellfleet Credit Partners, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Wellfleet CLO 2020-2, Ltd., as a Lender By: Wellfleet Credit Partners, LLC As Collateral Manager | ||
| By: | /s/ Dennis Talley | |
Name: Dennis Talley Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Wellfleet Credit Partners, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Wellfleet CLO X, Ltd., as a Lender By: Wellfleet Credit Partners, LLC As Collateral Manager | ||
| By: | /s/ Dennis Talley | |
Name: Dennis Talley Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Wellfleet Credit Partners, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Wellington Opportunistic Fixed Income Fund, as a Lender By: Wellington Management Company LLP as its Investment Advisor | ||
| By: | /s/ Donna Sirianni | |
Name:Donna Sirianni Title:Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Wellington Management Company, LLP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Wellington Responsible Values Multi-Sector Credit Fund, as a Lender By: Wellington Management Company LLP as its Investment Advisor | ||
| By: | /s/ Donna Sirianni | |
Name:Donna Sirianni Title:Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Wellington Management Company, LLP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Wellington Multi-Sector Credit Fund, as a Lender By: Wellington Management Company, LLP as its Investment Adviser | ||
| By: | /s/ Donna Sirianni | |
Name:Donna Sirianni Title:Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Wellington Management Company, LLP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Wellington Trust Company, National Association Multiple Common Trust Funds Trust- Opportunistic Fixed Income Allocation Portfolio, as a Lender | ||
| By: Wellington Management Company, LLP as its Investment Advisor | ||
| By: | /s/ Donna Sirianni | |
| Name: Donna Sirianni | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Wellington Management Company, LLP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Wellington Trust Company, National Association Multiple Common Trust Funds Trust Bank Loan Portfolio, as a Lender | ||
| By: Wellington Management Company LLP as its Investment Adviser | ||
| By: | /s/ Donna Sirianni | |
| Name: Donna Sirianni | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Wellington Management Company, LLP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Wellington Trust Company, National Association Multiple Common Trust Funds Trust, Core Bond Plus/High Yield Bond Portfolio, | ||
| By: Wellington Management Company, LLP as its Investment Advisor | ||
| By: | /s/ Donna Sirianni | |
| Name: Donna Sirianni | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Wellington Management Company, LLP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Wells Fargo Bank, National Association, | ||
| By: | /s/ Jeff Graci | |
| Name: Jeff Graci | ||
| Title: Managing Director | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Wells Fargo Bank, National Association
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Wespath Funds Trust, | ||
| By: Wellington Management Company, LLP as its Investment Advisor | ||
| By: | /s/ Donna Sirianni | |
| Name: Donna Sirianni | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Wellington Management Company, LLP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
West Bend Mutual Insurance Company, | ||
| By: Crescent Capital Group LP, its sub-adviser | ||
| By: | /s/ Alex Slavtchev | |
| Name: Alex Slavtchev | ||
| Title: Vice President | ||
| If a second signature is necessary: | ||
| By: | /s/ Zachary Nuzzi | |
Name: Zachary Nuzzi Title: Vice President | ||
Name of Fund Manager (if any): Crescent Capital Group LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Westcott Park CLO, Ltd., | ||
| By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager to Warehouse Parent, Ltd. | ||
| By: | /s/ Thomas Iannarone | |
| Name: Thomas Iannarone | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): GSO Capital Partners LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Western Asset Floating Rate High Income Fund, LLC, | ||
| BY: Western Asset Management Company as Investment Manager and Agent | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Western Asset Funds, Inc. - Western AssetTotal | ||
| BY: Western Asset Management Company as Investment Manager and Agent | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Western Asset Funds, , Inc. -Western Asset Core Plus Bond Fund, | ||
| BY: Western Asset Management Company as Investment Manager and Agent | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Western Asset Multi-Asset Credit Portfolio Master Fund, Ltd., | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Western Asset Bank Loan (Multi-Currency) Master Fund, | ||
BY: Western Asset Management Company as Investment Manager and Agent | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Western Asset Bank Loan (Offshore) Fund, | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Western Asset Short-Dated High Yield Master Fund, Ltd., as a Lender BY: Western Asset Management Company as Investment Manager and Agent | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Western Asset Total Return Unconstrained (TRU) Bond Master Fund, LTD, as a Lender BY: Western Asset Management Company as Investment Manager and Agent | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Western Asset U.S. Bank Loan (Offshore) Fund, as a Lender | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Western Asset US Intermediate Plus LLC, as a Lender | ||
| By: | /s/ Joanne Dy | |
| Name: | ||
| Title: | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Whitebox CLO I, Ltd., as a Lender (type name of the legal entity) | ||
| By: | /s/ Joon Kyung | |
| Name: Joon Kyung | ||
| Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any):__________________
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Whitebox CLO II, Ltd, as a Lender (type name of the legal entity) | ||
| By: | /s/ Joon Kyung | |
| Name: Joon Kyung | ||
| Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any):__________________
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
[ILLEGIBLE] [ILLEGIBLE] [ILLEGIBLE], as a Lender (type name of the legal entity) | ||
| By: | /s/ [ILLEGIBLE] | |
| Name: [ILLEGIBLE] | ||
| Title: [ILLEGIBLE] | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): [ILLEGIBLE]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
WIF - Post Short Duration High Yield Fund, as a Lender BY: Post Advisory Group, LLC not in its individual capacity but solely as authorized agent for and on behalf of: | ||
| By: | /s/ Iris Shin | |
| Name: Iris Shin | ||
| Title: Portfolio Manager | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Post Advisory Group, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Credit Suisse Floating Rate Trust, as a Lender By: Credit Suisse Asset Management, LLC, as its investment manager | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Wilmington Trust Collective Investment Trust -Western Asset Core Plus Bond CIT, as a Lender | ||
| By: | /s/ Joanne Dy | |
| Name: Joanne Dy | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): Western Asset Management Company
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
DoubleLine Capital LP as Sub-Advisor to: Wilshire Mutual Funds, Inc. - Wilshire Income Opportunities Fund, as a Lender | ||
| By: | /s/ Oi Jong Martel | |
| Name: Oi Jong Martel | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): DoubleLine Capital LP
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
Wind River 2013-1 CLO Ltd., as a Lender By First Eagle Alternative Credit SLS, LLC, | ||
| By: | /s/ James R. Fellows | |
| Name: James R. Fellows | ||
| Title: Managing Director/Co-Head | ||
| If a second signature is necessary: | ||
| By: | ||
| Name: | ||
| Title: | ||
Name of Fund Manager (if any): First Eagle Investment Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Wind River 2013-2 CLO Ltd., as a Lender | ||
By First Eagle Alternative Credit, LLC, as Investment Manager | ||
| By: | /s/ James R. Fellows | |
| Name: James R. Fellows | ||
| Title: Managing Director/Co-Head | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): First Eagle Investment Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Wind River 2014-1 CLO Ltd., as a Lender | ||
| By First Eagle Alternative Credit SLS, LLC, as Investment Manager | ||
| By: | /s/ James R. Fellows | |
| Name: James R. Fellows | ||
| Title: Managing Director/Co-Head | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): First Eagle Investment Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Wind River 2014-2 CLO Ltd., as a Lender | ||
By First Eagle Alternative Credit, LLC, as Investment Manager | ||
| by: | /s/ James R. Fellows | |
| Name: James R. Fellows | ||
| Title: Managing Director/Co-Head | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): First Eagle Investment Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Wind River 2014-3 CLO Ltd., as a Lender | ||
| By First Eagle Alternative Credit SLS, LLC, as Manager | ||
| By: | /s/ James R. Fellows | |
| Name: James R. Fellows | ||
| Title: Managing Director/Co-Head | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): First Eagle Investment Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Wind River 2015-1 CLO Ltd., as a Lender | ||
| By First Eagle Alternative Credit SLS, LLC, its Portfolio Manager | ||
| By: | /s/ James R. Fellows | |
| Name: James R. Fellows | ||
| Title: Managing Director/Co-Head | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): First Eagle Investment Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Wind River 2015-2 CLO Ltd., as a Lender | ||
| By First Eagle Alternative Credit SLS, LLC, its Manager | ||
| By: | /s/ James R. Fellows | |
| Name: James R. Fellows | ||
| Title: Managing Director/Co-Head | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): First Eagle Investment Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Wind River 2016-1 CLO Ltd., as a Lender | ||
| By First Eagle Alternative Credit SLS, LLC, its Investment Manager | ||
| By: | /s/ James R. Fellows | |
| Name: James R. Fellows | ||
| Title: Managing Director/Co-Head | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): First Eagle Investment Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Wind River 2017-1 CLO Ltd., as a Lender | ||
| By First Eagle Alternative Credit, LLC, its Investment Manager | ||
| By: | /s/ James R. Fellows | |
| Name: James R. Fellows | ||
| Title: Managing Director/Co-Head | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): First Eagle Investment Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Wind River 2017-4 CLO Ltd., as a Lender | ||
| By First Eagle Alternative Credit, LLC, as Investment Manager | ||
| By: | /s/ James R. Fellows | |
| Name: James R. Fellows | ||
| Title: Managing Director/Co-Head | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): First Eagle Investment Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Wind River 2018-1 CLO Ltd., as a Lender | ||
| By First Eagle Alternative Credit, LLC, as Investment Manager | ||
| By: | /s/ James R. Fellows | |
| Name: James R. Fellows | ||
| Title: Managing Director/Co-Head | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): First Eagle Investment Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Wind River 2018-2 CLO Ltd., as a Lender | ||
| By First Eagle Alternative Credit, LLC, as Investment Manager | ||
| By: | /s/ James R. Fellows | |
| Name: James R. Fellows | ||
| Title: Managing Director/Co-Head | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): First Eagle Investment Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Wind River 2018-3 CLO Ltd., as a Lender | ||
| By First Eagle Alternative Credit, LLC, as Collateral Manager | ||
| By: | /s/ James R. Fellows | |
| Name: James R. Fellows | ||
| Title: Managing Director/Co-Head | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): First Eagle Investment Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Wind River 2019-1 CLO Ltd., as a Lender | ||
| By First Eagle Alternative Credit EU, LLC, as Investment Manager | ||
| By: | /s/ James R. Fellows | |
| Name: James R. Fellows | ||
| Title: Managing Director/Co-Head | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): First Eagle Investment Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Wind River 2019-2 CLO Ltd, as a Lender | ||
| By First Eagle Alternative Credit EU, LLC, as Collateral Manager | ||
| By: | /s/ James R. Fellows | |
| Name: James R. Fellows | ||
| Title: Managing Director/Co-Head | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): First Eagle Investment Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Wind River 2019-3 CLO Ltd., as a Lender | ||
| by First Eagle Alternative Credit, LLC,as Investment Manager | ||
| By: | /s/ James R. Fellows | |
| Name: James R. Fellows | ||
| Title: Managing Director/Co-Head | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): First Eagle Investment Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Wind River 2020-1 CLO Ltd., as a Lender | ||
| By First Eagle Alternative Credit, LLC,as Investment Manager | ||
| By: | /s/ James R. Fellows | |
| Name: James R. Fellows | ||
| Title: Managing Director/Co-Head | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): First Eagle Investment Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| Wind River Fund, LLC, as a Lender | ||
| By: Credit Suisse Asset Management, LLC, its Investment Manager | ||
| By: | /s/ Thomas Flannery | |
| Name: Thomas Flannery | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): Credit Suisse Asset Management, LLC
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| WM Pool - Fixed Interest Trust No. 7, as a Lender | ||
| by SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager | ||
| By: | /s/ Serge Todorovich | |
| Name: Serge Todorovich | ||
| Title: General Counsel & Chief Compliance Officer | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): SHENKMAN CAPITAL MANAGEMENT, INC.
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| York CLO-1 Ltd., as a Lender | ||
| By York CLO Managed Holdings LLC, its Portfolio Manager | ||
| By: | /s/ John Fosina | |
| Name: John Fosina | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): York Capital Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| York CLO-2 Ltd., as a Lender | ||
| By York CLO Managed Holdings LLC, its Portfolio Manager | ||
| By: | /s/ John Fosina | |
| Name: John Fosina | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): York Capital Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| York CLO-3 Ltd., as a Lender | ||
| By York CLO Managed Holdings LLC, its Portfolio Manager | ||
| By: | /s/ John Fosina | |
| Name: John Fosina | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): York Capital Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| York CLO-4 Ltd., as a Lender | ||
| By York CLO Managed Holdings LLC, its Portfolio Manager | ||
| By: | /s/ John Fosina | |
| Name: John Fosina | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): York Capital Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| York CLO-5 Ltd., as a Lender | ||
| By York CLO Managed Holdings LLC, its Portfolio Manager | ||
| By: | /s/ John Fosina | |
| Name: John Fosina | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): York Capital Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| York CLO-6 Ltd., as a Lender | ||
| By York CLO Managed Holdings LLC, its Portfolio Manager | ||
| By: | /s/ John Fosina | |
| Name: John Fosina | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): York Capital Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
CONSENT (this “Consent”) to the Second Refinancing Amendment (the “Amendment”) to the First Lien Credit Agreement, dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017, the Third Amendment, dated as of March 26, 2019, the Fourth Amendment, dated as of April 29, 2019, the Fifth Amendment, dated as of September 28, 2019 and the Sixth Amendment, dated as of June 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment).
The undersigned Lender in respect of the Existing Term Loans (“Existing Term Loan Lender”) hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):
Cashless Settlement Option
| ☑ | to convert 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger) into Term B-3 Loans in a like principal amount. |
Post-Closing Settlement Option
| ☐ | to have 100% of the outstanding principal amount of the Existing Term Loans held by such Existing Term Loan Lender prepaid on the Second Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B-3 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Second Refinancing Amendment Arranger). |
[signature page to follow]
UFC Holdings, LLC
Consent to Second Refinancing Amendment
IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.
| York CLO-7 Ltd., as a Lender | ||
| By York CLO Managed Holdings LLC, its Portfolio Manager | ||
| By: | /s/ John Fosina | |
| Name: John Fosina | ||
| Title: Authorized Signatory | ||
| If a second signature is necessary: | ||
| By: | ||
Name: Title: | ||
Name of Fund Manager (if any): York Capital Management
UFC Holdings, LLC
Consent to Second Refinancing Amendment
