LIMITED LIABILITY COMPANY AGREEMENT OF WORLD WRESTLING ENTERTAINMENT, LLCLimited Liability Company Agreement • September 12th, 2023 • World Wrestling Entertainment, LLC • Services-motion picture & video tape production • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of World Wrestling Entertainment, LLC, a Delaware limited liability company (the “Company”), dated as of September 12, 2023 and effective as of immediately following the Conversion, by and among TKO Group Holdings, Inc. (f/k/a New Whale Inc.), a Delaware corporation (“New PubCo”), as the Company’s sole member (the “Managing Member”), TKO Operating Company, LLC (f/k/a Zuffa Parent, LLC), a Delaware limited liability company, solely for purposes of Section 1.09 (“HoldCo”). Capitalized terms used but not defined herein shall have the meanings attributed to such terms in the Transaction Agreement (as defined below).
WORLD WRESTLING ENTERTAINMENT, INC., TKO GROUP HOLDINGS, INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of September 12, 2023 3.375% Convertible Senior Notes due 2023First Supplemental Indenture • September 12th, 2023 • World Wrestling Entertainment, LLC • Services-motion picture & video tape production • New York
This FIRST SUPPLEMENTAL INDENTURE, dated as of September 12, 2023 (this “First Supplemental Indenture”), is entered into among WORLD WRESTLING ENTERTAINMENT, INC., a Delaware corporation (the “Company”), TKO GROUP HOLDINGS, INC., a Delaware corporation formerly known as New Whale Inc. (the “Parent”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor to U.S. Bank National Association), as trustee (the “Trustee”).
