FIFTH AMENDMENT, dated as of September 18, 2019 (this Amendment), to the Credit Agreement (as defined below) among Zuffa Guarantor, LLC, as Holdings (Holdings), UFC Holdings, LLC, as Borrower (the Borrower), Goldman Sachs Bank USA, as Administrative Agent (the Administrative Agent) and the initial Third Additional Term B Lender (as defined below).
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 and the Fourth Amendment, dated as of April 29, 2019 and as further amended, supplemented or otherwise modified from time to time, the Credit Agreement).
B. Pursuant to Section 2.20 of the Credit Agreement and clause (c) of the definition of Incremental Cap, the Borrower may establish Incremental Term Loans by, among other things, entering into one or more Incremental Facility Amendments pursuant to the terms and conditions of the Credit Agreement with each Additional Lender agreeing to provide such Incremental Term Loans (each such Additional Lender agreeing to provide Third Additional Term Loans (as defined below) and any assignees thereof, are referred to herein as Third Additional Term B Lender)).
C. The Borrower has requested a borrowing of Incremental Term Loans in an aggregate principal amount of $465,000,000 (the Third Additional Term Loans) as a new tranche of Loans under the Credit Agreement in connection with the Incremental Term Loans (the Third Additional Term B Commitments) which will be of the same Class as the Refinancing Term Loans, the First Additional Term Loans and the Second Additional Term Loans and the proceeds of which will be used, along with certain cash on hand, to redeem all outstanding Class P Units of Zuffa Parent, LLC under the Preferred Investment (the Preferred Investment Redemption).
D. The initial Third Additional Term B Lender party hereto has agreed to make the Third Additional Term Loans on the terms and conditions set forth herein.
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 initial Third Additional Term B Lender party hereto and the Administrative Agent hereby agree as follows: