0000950123-23-008438 Sample Contracts

Contract
Credit Agreement • September 5th, 2023 • New Whale Inc. • Services-amusement & recreation services • New York

FIFTH AMENDMENT, dated as of September 18, 2019 (this “Amendment”), to the Credit Agreement (as defined below) among Zuffa Guarantor, LLC, as Holdings (“Holdings”), UFC Holdings, LLC, as Borrower (the “Borrower”), Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”) and the initial Third Additional Term B Lender (as defined below).

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TRANSACTION AGREEMENT by and among: ENDEAVOR GROUP HOLDINGS, INC., ENDEAVOR OPERATING COMPANY, LLC, ZUFFA PARENT, LLC, WORLD WRESTLING ENTERTAINMENT, INC., NEW WHALE INC., and WHALE MERGER SUB INC. Dated as of April 2, 2023
Transaction Agreement • September 5th, 2023 • New Whale Inc. • Services-amusement & recreation services • Delaware

THIS TRANSACTION AGREEMENT is made and entered into as of April 2, 2023, by and among: Endeavor Group Holdings, Inc., a Delaware corporation (“EDR”); Endeavor Operating Company, LLC, a Delaware limited liability company and a Subsidiary of EDR (“EDR OpCo”); Zuffa Parent, LLC, a Delaware limited liability company and a Subsidiary of EDR (“HoldCo”); World Wrestling Entertainment, Inc., a Delaware corporation (“WWE”); New Whale Inc., a Delaware corporation and a wholly owned Subsidiary of WWE (“New PubCo”); and Whale Merger Sub Inc., a Delaware corporation and wholly owned Subsidiary of New PubCo (“Merger Sub”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

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RECITALS
Fourth Amendment • September 5th, 2023 • New Whale Inc. • Services-amusement & recreation services • New York

FIRST LIEN CREDIT AGREEMENT dated as of August 18, 2016 (as amended by the First Refinancing Amendment, dated as of February 21, 2017, the First Incremental Term Facility Amendment, dated as of April 25, 2017 and the Third Amendment, dated as of March 26, 2019, this “Agreement”), among Zuffa Guarantor, LLC, a Delaware limited liability company (“Holdings”), VGD MERGER SUB, LLC, a Delaware limited liability company (“VGD Merger Sub” and a “Borrower”), UFC HOLDINGS, LLC, a Delaware limited liability company (“Target Borrower”) (which on the Effective Date shall be merged with and into VGD Merger Sub, with Target Borrower surviving such merger (such surviving entity, a “Borrower”)), the LENDERS party hereto, Goldman Sachs Bank USA, as Administrative Agent, Collateral Agent, Swingline Lender and Issuing Bank.

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Contract
First Incremental • September 5th, 2023 • New Whale Inc. • Services-amusement & recreation services • New York

FIRST INCREMENTAL TERM FACILITY AMENDMENT, dated as of April 25, 2017 (this “Amendment”), to the Credit Agreement (as defined below) among Zuffa Guarantor, LLC, as Holdings (“Holdings”), UFC Holdings, LLC, as Borrower (the “Borrower”), Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”) and the initial First Additional Term B Lender (as defined below).

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Contract
Credit Agreement • September 5th, 2023 • New Whale Inc. • Services-amusement & recreation services • New York

THIRD AMENDMENT, dated as of March 26, 2019 (this “Amendment”), to the Credit Agreement (as defined below) among Zuffa Guarantor, LLC, as Holdings (“Holdings”), UFC Holdings, LLC, as Borrower (the “Borrower”), Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”) and the Lenders party hereto.

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FIRST LIEN CREDIT AGREEMENT dated as of August 18, 2016, among ZUFFA GUARANTOR, LLC, as Holdings, VGD MERGER SUB, LLC, (which on the Effective Date shall be merged with and into UFC Holdings, LLC, with UFC Holdings, LLC surviving such merger), as a...
First Lien Credit Agreement • September 5th, 2023 • New Whale Inc. • Services-amusement & recreation services • New York

FIRST LIEN CREDIT AGREEMENT dated as of August 18, 2016 (this “Agreement”), among Zuffa Guarantor, LLC, a Delaware limited liability company (“Holdings”), VGD MERGER SUB, LLC, a Delaware limited liability company (“VGD Merger Sub” and a “Borrower”), UFC HOLDINGS, LLC, a Delaware limited liability company (“Target Borrower”) (which on the Effective Date shall be merged with and into VGD Merger Sub, with Target Borrower surviving such merger (such surviving entity, a “Borrower”)), the LENDERS party hereto, Goldman Sachs Bank USA, as Administrative Agent, Collateral Agent, Swingline Lender and Issuing Bank.

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Contract
Credit Agreement • September 5th, 2023 • New Whale Inc. • Services-amusement & recreation services • New York

FIRST REFINANCING AMENDMENT dated as of February 21, 2017 (this “Amendment”), to the Credit Agreement (as defined below) among Zuffa Guarantor, LLC, as Holdings (“Holdings”), UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”).

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Contract
Second Refinancing • September 5th, 2023 • New Whale Inc. • Services-amusement & recreation services • New York

SECOND REFINANCING AMENDMENT dated as of January 27, 2021 (this “Amendment”) to the Credit Agreement (as defined below) among Zuffa Guarantor, LLC, as Holdings (“Holdings”), UFC Holdings, LLC, as Borrower (the “Borrower”), the Lenders party hereto and Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”).

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STOCKHOLDERS AGREEMENT
Stockholders Agreement • September 5th, 2023 • New Whale Inc. • Services-amusement & recreation services • Delaware

This STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of April 2, 2023, is entered into by and between Endeavor Group Holdings, Inc. a Delaware corporation (“EDR”), and Vincent K. McMahon (the “Stockholder” and together with EDR, the “Parties” and each, a “Party”). All capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Transaction Agreement (as defined below).

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WORLD WRESTLING ENTERTAINMENT, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of December 16, 2016 3.375% Convertible Senior Notes due 2023
World Wrestling • September 5th, 2023 • New Whale Inc. • Services-amusement & recreation services • New York

INDENTURE dated as of December 16, 2016 between WORLD WRESTLING ENTERTAINMENT, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

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Contract
New Whale Inc. • September 5th, 2023 • Services-amusement & recreation services • New York

EIGHTH AMENDMENT, dated as of October 27, 2021 (this “Amendment”), to the Credit Agreement (as defined below) among Zuffa Guarantor, LLC, as Holdings (“Holdings”), UFC Holdings, LLC, as Borrower (the “Borrower”), Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”) and the initial Fifth Additional Term B Lender (as defined below).

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Contract
Credit Agreement • September 5th, 2023 • New Whale Inc. • Services-amusement & recreation services • New York

SIXTH AMENDMENT, dated as of June 15, 2020 (this “Amendment”), to the Credit Agreement (as defined below) among Zuffa Guarantor, LLC, as Holdings (“Holdings”), UFC Holdings, LLC, as Borrower (the “Borrower”), Goldman Sachs Bank USA, as Administrative Agent (the “Administrative Agent”), the Lenders party hereto and each Second Revolving Increase Lender (as defined below).

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