Registration Rights Agreement Dated as of April 20, 2016 by and among MGP Escrow Issuer, LLC and MGP Escrow Co-Issuer, Inc. on the one hand, and and Merrill Lynch, Pierce, Fenner & Smith Incorporated and the Initial Purchasers, on the other handRegistration Rights Agreement • April 21st, 2016 • MGM Resorts International • Hotels & motels • New York
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into on April 20, 2016, by and among MGP Escrow Issuer, LLC, a Delaware limited liability company (the “Escrow Issuer,” to be merged (the “Merger”) with and into MGM Growth Properties Operating Partnership LP, a Delaware limited partnership (including any of its successors, the “Company”)) and its wholly-owned subsidiary, MGP Escrow Co-Issuer, Inc., a Delaware corporation (the “Co-Issuer”), on the one hand, and J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated on their own behalf and as representatives of each of the other Initial Purchasers named in Schedule A hereto (collectively, the “Initial Purchasers”), on the other hand. As used herein, “Issuers” shall mean (i) prior to the date of the Merger, the Escrow Issuer and the Co-Issuer, and (ii) from and after the date of the Merger, the Company and the Co-Issuer.
