SECOND AMENDMENT TO AMENDED AND RESTATED MASTER LEASEMaster Lease • February 23rd, 2023 • VICI Properties L.P. • Real estate investment trusts • New York
This AMENDED AND RESTATED MASTER LEASE (the “Master Lease”) is entered into as of the 29th day of April, 2022 (the “Commencement Date”), by and between MGP Lessor, LLC, a Delaware limited liability company (together with its permitted successors and assigns, “Landlord”), and MGM Lessee, LLC, a Delaware limited liability company (together with its permitted successors and assigns, “Tenant”).
Date: January 12, 2023 To: VICI Properties Inc.Confirmation of Transaction • January 18th, 2023 • VICI Properties L.P. • Real estate investment trusts • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction entered into between us on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.
Date: January 12, 2023 To: VICI Properties Inc. New York, New York 10022 From: JPMorgan Chase Bank, National Association New York, New York 10179 Re: Registered Forward TransactionRegistered Forward Transaction Confirmation • January 18th, 2023 • VICI Properties L.P. • Real estate investment trusts • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction entered into between us on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.
16,500,000 Shares VICI PROPERTIES INC. (A Maryland corporation) COMMON STOCK ($0.01 PAR VALUE PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • November 8th, 2022 • VICI Properties L.P. • Real estate investment trusts • New York
ContractSupplemental Indenture • February 22nd, 2024 • VICI Properties L.P. • Real estate investment trusts
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 29, 2022, among VICI Properties L.P., a Delaware limited liability partnership (the “Company”), VICI Note Co. Inc., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), and UMB Bank, National Association, as Trustee under the Indenture referred to below (the “Trustee”).
FORM OF REGISTERED FORWARD CONFIRMATIONRegistered Forward Confirmation • May 6th, 2024 • VICI Properties L.P. • Real estate investment trusts • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction entered into between us on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.
Date: November 3, 2022 To: VICI Properties Inc. 535 Madison Avenue, 20th Floor New York, New York 10022 From: Bank of America, N.A. c/o BofA Securities, Inc. Bank of America Tower at One Bryant Park New York, New York 10036 Re: Registered Forward...Confirmation • November 8th, 2022 • VICI Properties L.P. • Real estate investment trusts • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction entered into between us on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.
ContractRestricted Stock Grant Agreement • February 22nd, 2024 • VICI Properties L.P. • Real estate investment trusts • New York
WHEREAS, the Company has adopted and maintains the VICI Properties Inc. 2017 Stock Incentive Plan (the “Plan”) to provide certain key persons, on whose initiative and efforts the successful conduct of the business of the Company depends, and who are responsible for the management, growth and protection of the business of the Company or its subsidiaries, with incentives to: (a) enter into and remain in the service of the Company or a Company subsidiary, (b) acquire a proprietary interest in the success of the Company, (c) maximize their performance and (d) enhance the long-term performance of the Company (whether directly or indirectly through enhancing the long-term performance of a Company subsidiary);
VICI PROPERTIES L.P., as Issuer — and — UMB Bank, National Association, as Trustee INDENTURE DATED AS OF [ ], 2022 Debt SecuritiesIndenture • April 18th, 2022 • VICI Properties L.P. • Real estate investment trusts
INDENTURE, dated as of [ ], 2022 (the “Indenture”), between VICI Properties L.P., a Delaware limited partnership (the “Issuer”), having its principal office at 535 Madison Avenue, 20th Floor, New York, New York 10022, as issuer, and UMB Bank, National Association, a national banking association, as trustee (the “Trustee”).
THIRD AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS Dated as of July 15, 2020 among MANDALAY PROPCO, LLC and MGM GRAND PROPCO, LLC, collectively, as Borrower and WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as trustee on behalf of...Loan Agreement • February 23rd, 2023 • VICI Properties L.P. • Real estate investment trusts • New York
THIS THIRD AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS, dated as of July 15, 2020 (this “Amendment”), is by and among WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as trustee on behalf of the holders of BX Commercial Mortgage Trust 2020-VIVA, Commercial Mortgage Pass-Through Certificates, Series 2020-VIVA, and on behalf of the holders of the Notes, having an address at 1100 North Market Street, Wilmington, Delaware 19890 (together with its successors and/or assigns, “Lender”), MANDALAY PROPCO, LLC, a Delaware limited liability company (“Mandalay Bay Borrower”) and MGM GRAND PROPCO, LLC, a Delaware limited liability company (“MGM Grand Borrower”), each having its principal place of business at 1980 Festival Plaza Drive, Suite 750, Las Vegas, NV 89135 (each an “Individual Borrower” and collectively and/or individually, as the context may require, “Borrower”). All capitalized terms not defined herein shall have the respective meanings set forth in the Loan Agreement (as
LOAN AGREEMENT Dated as of February 14, 2020 By and Among MANDALAY PROPCO, LLC and MGM GRAND PROPCO, LLC, collectively, as Borrower and CITI REAL ESTATE FUNDING INC., BARCLAYS CAPITAL REAL ESTATE INC., DEUTSCHE BANK AG, NEW YORK BRANCH and SOCIETE...Loan Agreement • February 23rd, 2023 • VICI Properties L.P. • Real estate investment trusts • New York
This LOAN AGREEMENT, dated as of February 14, 2020 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), among CITI REAL ESTATE FUNDING INC., having an address at 388-390 Greenwich Street, Tower Floor 8, New York, New York 10013 (together with its successors and/or assigns, “Citi”), BARCLAYS CAPITAL REAL ESTATE INC., a Delaware corporation, having an address at 745 Seventh Avenue, New York, New York 10019 (together with its successors and/or assigns, “Barclays”), DEUTSCHE BANK AG, NEW YORK BRANCH, a branch of Deutsche Bank AG, a German Bank, authorized by the New York Department of Financial Services, having an address at 60 Wall Street, 10th Floor, New York, New York 10005 (together with its successors, assigns and/or alternate branches, “DB”), SOCIÉTE GÉNÉRALE FINANCIAL CORPORATION, having an address at 245 Park Avenue, New York, New York 10167 (together with its successors and/or assigns, “SocGen” and, collectively with Citi, Barcl
Date: January 12, 2023 To: VICI Properties Inc.Confirmation of Registered Forward Transaction • January 18th, 2023 • VICI Properties L.P. • Real estate investment trusts • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction entered into between us on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.
GUARANTYGuaranty of Lease Documents • February 23rd, 2023 • VICI Properties L.P. • Real estate investment trusts
This GUARANTY OF LEASE DOCUMENTS (this “Guaranty”), is made and entered into as of the 14th day of February, 2020 by and among MGM RESORTS INTERNATIONAL, a Delaware corporation (“Guarantor”), Mandalay PropCo, LLC, a Delaware limited liability company (“MB Landlord”) and MGM Grand PropCo, LLC, a Delaware limited liability company (“Grand Landlord” and, together with the MB Landlord, collectively, “Landlord”).
ELEVENTH AMENDMENT TO LEASELease • October 27th, 2022 • VICI Properties L.P. • Real estate investment trusts
This ELEVENTH AMENDMENT TO LEASE (this “Amendment”) is entered into as of August 25, 2022, by and among the entities listed on Schedule A attached hereto (collectively, and together with their respective successors and assigns, “Landlord”), the entities listed on Schedule B attached hereto (collectively, and together with their respective successors and assigns, “Tenant”) and, solely for the purposes of the penultimate paragraph of Section 1.1 of the Lease (as defined below), Propco TRS LLC, a Delaware limited liability company (“Propco TRS”).
TWELFTH AMENDMENT TO LEASELease • May 1st, 2023 • VICI Properties L.P. • Real estate investment trusts
This TWELFTH AMENDMENT TO LEASE (this “Amendment”) is entered into as of April 7, 2023, by and among the entities listed on Schedule A attached hereto (collectively, and together with their respective successors and assigns, “Landlord”), the entities listed on Schedule B attached hereto (collectively, and together with their respective successors and assigns, “Tenant”) and, solely for the purposes of the penultimate paragraph of Section 1.1 of the Lease (as defined below), Propco TRS LLC, a Delaware limited liability company (“Propco TRS”).
SECOND AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTSLoan Agreement • February 23rd, 2023 • VICI Properties L.P. • Real estate investment trusts • New York
THIS SECOND AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS, dated as of May 1, 2020 (this “Amendment”), is by and among CITI REAL ESTATE FUNDING INC., a New York corporation, having an address at 388-390 Greenwich Street, Tower Floor 8, New York, New York 10013 (together with its successors and/or assigns, “Citi”), BARCLAYS CAPITAL REAL ESTATE INC., a Delaware corporation, having an address at 745 Seventh Avenue, New York, New York 10019 (together with its successors and/or assigns, “Barclays”), DEUTSCHE BANK AG, NEW YORK BRANCH, a branch of Deutsche Bank AG, a German Bank, authorized by the New York Department of Financial Services, having an address at 60 Wall Street, 10th Floor, New York, New York 10005 (together with its successors, assigns and/or alternate branches, “DB”), SOCIÉTÉ GÉNÉRALE FINANCIAL CORPORATION, having an address at 245 Park Avenue, New York, New York 10167 (together with its successors and/or assigns, “SocGen” and, collectively with Citi, Barclays, DB and e
Form of Performance-Based Restricted Stock Unit AgreementPerformance-Based Restricted Stock Unit Agreement • February 22nd, 2024 • VICI Properties L.P. • Real estate investment trusts • New York
WHEREAS, the Company has adopted and maintains the VICI Properties Inc. 2017 Stock Incentive Plan (the “Plan”) to provide certain key persons, on whose initiative and efforts the successful conduct of the business of the Company depends, and who are responsible for the management, growth and protection of the business of the Company or its subsidiaries, with incentives to: (a) enter into and remain in the service of the Company or a Company subsidiary, (b) acquire a proprietary interest in the success of the Company, (c) maximize their performance and (d) enhance the long-term performance of the Company (whether directly or indirectly through enhancing the long-term performance of a Company subsidiary);
SECOND AMENDMENTCredit Agreement • October 25th, 2023 • VICI Properties L.P. • Real estate investment trusts • New York
This Second Amendment, dated as of August 4, 2023 (this “Amendment”), to the Credit Agreement dated as of February 8, 2022 (as amended by that certain First Amendment, dated as of July 15, 2022, and as further amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”), among VICI PROPERTIES L.P., a Delaware limited partnership (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”).
VICI PROPERTIES L.P. (A Delaware limited partnership) $500,000,000 4.375% Notes due 2025 $1,250,000,000 4.750% Notes due 2028 $1,000,000,000 4.950% Notes due 2030 $1,500,000,000 5.125% Notes due 2032 $750,000,000 5.625% Notes due 2052 UNDERWRITING...Underwriting Agreement • April 25th, 2022 • VICI Properties L.P. • Real estate investment trusts • New York
* A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
FIRST AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS Dated as of March 30, 2020 among MANDALAY PROPCO, LLC and MGM GRAND PROPCO, LLC, collectively, as Borrower and CITI REAL ESTATE FUNDING INC., BARCLAYS CAPITAL REAL ESTATE INC., DEUTSCHE BANK...Loan Agreement • February 23rd, 2023 • VICI Properties L.P. • Real estate investment trusts • New York
THIS FIRST AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS, dated as of March 30, 2020 (this “Amendment”), is by and among CITI REAL ESTATE FUNDING INC., a New York corporation, having an address at 388-390 Greenwich Street, Tower Floor 8, New York, New York 10013 (together with its successors and/or assigns, “Citi”), BARCLAYS CAPITAL REAL ESTATE INC., a Delaware corporation, having an address at 745 Seventh Avenue, New York, New York 10019 (together with its successors and/or assigns, “Barclays”), DEUTSCHE BANK AG, NEW YORK BRANCH, a branch of Deutsche Bank AG, a German Bank, authorized by the New York Department of Financial Services, having an address at 60 Wall Street, 10th Floor, New York, New York 10005 (together with its successors, assigns and/or alternate branches, “DB”), SOCIÉTÉ GÉNÉRALE FINANCIAL CORPORATION, having an address at 245 Park Avenue, New York, New York 10167 (together with its successors and/or assigns, “SocGen” and, collectively with Citi, Barclays, DB and
1,050,000,000 VICI Properties L.P. (A Delaware limited partnership) $550,000,000 5.750% Notes due 2034 $500,000,000 6.125% Notes due 2054 UNDERWRITING AGREEMENTUnderwriting Agreement • March 8th, 2024 • VICI Properties L.P. • Real estate investment trusts • New York
Optional Redemption Provision: At the Company’s option, prior to January 1, 2034 (the “2034 Notes Par Call Date”), make-whole call at Treasury Rate (as defined in the Preliminary Prospectus Supplement) +30 basis points; on and after the 2034 Notes Par Call Date, at 100% of the principal amount. See the Preliminary Prospectus Supplement for further terms and provisions applicable to optional redemption.
