CREDIT AGREEMENT Dated as of April 25, 2016 among MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP, as the Borrower, Bank of America, N.A., as Administrative Agent and an L/C Issuer, and The Other Lenders Party Hereto Bank of America, N.A., JPMorgan...Credit Agreement • April 25th, 2016 • MGM Growth Properties LLC • Real estate investment trusts • New York
This CREDIT AGREEMENT is entered into as of April 25, 2016, among MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP, a Delaware limited partnership (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and an L/C Issuer. The Parties hereto hereby agree with reference to the following facts:
MGM GROWTH PROPERTIES LLC FORM OF RESTRICTED SHARE UNITS AGREEMENT (MGM EMPLOYEES)Restricted Share Units Agreement • April 25th, 2016 • MGM Growth Properties LLC • Real estate investment trusts • Nevada
This Restricted Share Units Agreement (including its Exhibit, the “Agreement”) is made by and between MGM Growth Properties LLC, a Delaware limited liability company (the “Company”), and [●] (the “Participant”) with an effective date of [●].
MGM GROWTH PROPERTIES LLC FORM OF RESTRICTED SHARE UNITS AGREEMENT (NON- EMPLOYEE DIRECTOR)Restricted Share Units Agreement • April 25th, 2016 • MGM Growth Properties LLC • Real estate investment trusts • Nevada
This Restricted Share Units Agreement (including its Exhibit, the “Agreement”) is made by and between MGM Growth Properties LLC, a Delaware limited liability company (the “Company”), and [●] (the “Participant”) with an effective date of [●].
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP Dated as of April 25, 2016Limited Partnership Agreement • April 25th, 2016 • MGM Growth Properties LLC • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of April 25, 2016, is entered into by and among MGM Growth Properties OP GP LLC, a Delaware limited liability company as the General Partner, MGM Growth Properties LLC, a Delaware limited liability company (“MGP”), and the other Persons listed as Limited Partners on Exhibit A attached hereto, together with MGP, as Limited Partners (together with any other Persons who become Partners in the Partnership as provided herein).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG MGM GROWTH PROPERTIES LLC, MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP, AND THE INVESTORS PARTY HERETO Dated April 25, 2016Registration Rights Agreement • April 25th, 2016 • MGM Growth Properties LLC • Real estate investment trusts • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of April 25, 2016, by and among MGM Growth Properties LLC, a Delaware limited liability company (the “Company”), certain wholly-owned subsidiaries of MGM Resorts International, a Delaware corporation (“MGM”), listed as “Holders” on the signatures pages hereto (each, a “Holder” and collectively, the “Holders”), the Permitted Transferees (as defined below) that become party hereto in accordance with this Agreement (the Holders and such entities or Permitted Transferees are sometimes referred to herein individually as an “Investor” and collectively as the “Investors”) and MGM Growth Properties Operating Partnership LP, a Delaware limited partnership (the “Partnership”).
MASTER CONTRIBUTION AGREEMENT BY AND AMONG MGM RESORTS INTERNATIONAL, MGM GROWTH PROPERTIES LLC AND MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP Dated April 25, 2016Master Contribution Agreement • April 25th, 2016 • MGM Growth Properties LLC • Real estate investment trusts • New York
This MASTER CONTRIBUTION AGREEMENT, dated as of April 25, 2016 (this “Agreement”), is by and among MGM Resorts International, a Delaware corporation (“MGM”), MGM Growth Properties LLC, a Delaware limited liability company (“MGP”), and MGM Growth Properties Operating Partnership LP, a Delaware limited partnership (the “OP”). Certain terms used in this Agreement are defined in Section 1.1.
CORPORATE SERVICES AGREEMENTCorporate Services Agreement • April 25th, 2016 • MGM Growth Properties LLC • Real estate investment trusts • New York
THIS CORPORATE SERVICES AGREEMENT (this “Agreement”) is made and entered into as of April 25, 2016 (the “Effective Date”), by and among MGM Resorts International (“Service Provider”), MGM Growth Properties LLC (“MGP”) and MGM Growth Properties Operating Partnership LP (the “OP”; together with MGP, the “Recipients”; and, each individually, a “Recipient”). Service Provider and Recipients are referred to herein collectively as the “Parties” and each individually as a “Party.”
INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • April 25th, 2016 • MGM Growth Properties LLC • Real estate investment trusts • New York
This INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Agreement”), dated as of April 25, 2016 (the “Effective Date”), is between MGM Resorts International, a Delaware corporation (“Licensor”) and MGM Growth Properties LLC, a Delaware limited liability company (“Licensee”).
SUPPLEMENTAL INDENTURESupplemental Indenture • April 25th, 2016 • MGM Growth Properties LLC • Real estate investment trusts
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 25, 2016 among MGM Growth Properties Operating Partnership LP (the “Company”), MGP Escrow Co-Issuer, Inc., a Delaware corporation (the “Co-Issuer”), MGP Lessor Holdings, LLC, a Delaware limited liability company, MGP Lessor, LLC, a Delaware limited liability company (together, with MGP Lessor Holdings, LLC, the “Guaranteeing Entities”) and U.S. Bank National Association, as Trustee under the Indenture referred to below (the “Trustee”).
MGM GROWTH PROPERTIES LLC FORM OF PERFORMANCE SHARE UNITS AGREEMENTPerformance Share Units Agreement • April 25th, 2016 • MGM Growth Properties LLC • Real estate investment trusts • Nevada
This Agreement (including its Exhibits, the “Agreement”) is made by and between MGM Growth Properties LLC, a Delaware limited liability company (the “Company”), and [●] (the “Participant”) with an effective date of [●] (the “Effective Date”).
MGM GROWTH PROPERTIES LLC FORM OF PERFORMANCE SHARE UNITS AGREEMENTPerformance Share Units Agreement • April 25th, 2016 • MGM Growth Properties LLC • Real estate investment trusts • Nevada
The number of Dividend Equivalent Rights which actually vest and become payable would be calculated as follows (with rounding to nearest hundredth):
