AMENDMENT NO. 5, dated as of May 18, 2018 (this “Amendment”), to the Credit Agreement dated as of May 6, 2014 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”) among WME IMG HOLDINGS, LLC,...

Exhibit 10.6

EXECUTION VERSION

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

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

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

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

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

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

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

WHEREAS, the Credit Agreement permits the Borrowers to obtain Credit Agreement Refinancing Indebtedness from any Lender or Additional Lender in respect of all or any portion of the Revolving Loans and Revolving Commitments outstanding under the Credit Agreement in the form of Other Revolving Loans and Other Revolving Commitments pursuant to a Refinancing Amendment;

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

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

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

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

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

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

Section 1. Defined Terms.

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

Section 2. Amendments.

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

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

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

Section 3. Refinancing Term Loans.

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

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

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

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

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

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

Section 4. Replacement Revolving Commitments.

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

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

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

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

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

Section 5. Incremental Term Facility.

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

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

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

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

Section 6. Incremental Revolving Commitment Increase.

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

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

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

Section 7. Representations and Warranties.

(a) To induce the other parties hereto to enter into this Amendment, the Borrowers represent and warrant to each of the Lenders, including the Term B-1 Lenders, the 2018 Revolving Lenders, the Incremental Term B-1 Lenders and the 2018 Revolving Increase Lenders, and the Administrative Agent that, as of the Amendment No. 5 Effective Date and after giving effect to the transactions and amendments to occur on the Amendment No. 5 Effective Date, this Amendment has been duly authorized, executed and delivered by each of Holdings and the Borrowers and constitutes, and the Amended Credit Agreement will constitute, its legal, valid and binding obligation, enforceable against each of the Loan Parties in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

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(b) The representations and warranties of each Loan Party set forth in the Loan Documents are, after giving effect to this Amendment on the Amendment No. 5 Effective Date, true and correct in all material respects on and as of such date, except to the extent such representations and warranties specifically refer to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date.

(c) After giving effect to this Amendment and the transactions contemplated hereby on Amendment No. 5 Effective Date, no Default has occurred and is continuing on the Amendment No. 5 Effective Date.

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

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

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

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

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

(i) Immediately before and after giving effect to the borrowing of the Amendment No. 5 Loans, the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the Amendment No. 5 Effective Date.

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

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

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

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

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

(vii) The Administrative Agent and the Lead Arranger shall have received all documentation at least three Business Days prior to the Amendment No. 5 Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least 10 Business Days prior to the Amendment No. 5 Effective Date and that the Administrative Agents or the Lead Arrangers have reasonably determined is required by United States regulatory authorities under applicable “know your customer” and antimoney laundering rules and regulations, including without limitation Title III of the USA Patriot Act. Any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Borrower.

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

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

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

(d) The Administrative Agent and the Lead Arrangers shall have received, in immediately available funds, payment or reimbursement of all reasonable and documented costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable in connection with this Amendment, including, to the extent invoiced at least two Business Days prior to the Amendment No. 5 Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Lead Arrangers.

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

Section 9. Governing Law. This Amendment shall be construed in accordance with and governed by the law of the State of New York. The provisions of Sections 9.09 and 9.10 of the Credit Agreement shall apply to this Amendment to the same extent as if fully set forth herein.

Section 10. Costs and Expenses. The Borrowers agree to reimburse the Administrative Agent for its reasonable out of pocket expenses in connection with this Amendment and the transactions contemplated hereby, including the reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for each of the Administrative Agent and the Arranger, respectively.

Section 11. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Delivery of any executed counterpart of a signature page of this Amendment by facsimile transmission or other electronic imaging means shall be effective as delivery of a manually executed counterpart hereof.

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Section 12. Effect of Amendment.

(a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of, the Lenders or the Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. The parties hereto acknowledge and agree that the amendment of the Credit Agreement pursuant to this Amendment and all other Loan Documents amended and/or executed and delivered in connection herewith shall not constitute a novation of the Credit Agreement and the other Loan Documents as in effect prior to the Amendment No. 5 Effective Date. Nothing herein shall be deemed to establish a precedent for purposes of interpreting the provisions of the Credit Agreement or entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply to and be effective only with respect to the provisions of the Credit Agreement and the other Loan Documents specifically referred to herein.

(b) On and after the Amendment No. 5 Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each reference to the Credit Agreement, “thereunder”, “thereof”, “therein” or words of like import in any other Loan Document, shall be deemed a reference to the Credit Agreement, as amended hereby. This Amendment shall constitute a Refinancing Amendment entered into pursuant to Section 2.21 of the Credit Agreement, an Incremental Facility Amendment entered into pursuant to Section 2.20 of the Credit Agreement and a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

Section 13. Tax Matters.

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

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

[Signature Page To Amendment No. 5]

[Signature Page To Amendment No. 5]

[Signature Page To Amendment No. 5]

[Signature Page To Amendment No. 5]

[Signature Page To Amendment No. 5]

[Signature Page To Amendment No. 5]

[Signature Page To Amendment No. 5]

[Signature Page To Amendment No. 5]

[Signature Page To Amendment No. 5]

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

[Signature Page To Amendment No. 5]

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

Schedule 1

EXHIBIT A

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders I Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Consent to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders I Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Consent to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders I Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Consent to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Consent to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Consent to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Consent to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Consent to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Consent to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Consent to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Consent to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Consent to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Consent to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Endeavor Entertainment, LLC

Signature Page to Amendment

CONSENT TO CASHLESS ROLL

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

Existing Term Lenders / Cashless Settlement

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

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