0001705696-20-000143 Sample Contracts

GUARANTY
Guaranty of Lease • July 21st, 2020 • Vici Properties Inc. • Real estate investment trusts • New York

This GUARANTY OF LEASE (this “Guaranty”), is made and entered into as of the 20th day of July, 2020 by and between ELDORADO RESORTS, INC., a Nevada corporation (to be renamed Caesars Entertainment, Inc. and converted to a Delaware corporation on the date hereof, following the making by Guarantor of this Guaranty) (together with its successors and permitted assigns, “Guarantor”), and Harrah’s Joliet LandCo LLC, a Delaware limited liability company (“Landlord”).

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SECOND AMENDMENT TO LEASE (JOLIET)
Lease • July 21st, 2020 • Vici Properties Inc. • Real estate investment trusts • Illinois

THIS LEASE (JOLIET) (this “Lease”) is entered into as of October 6, 2017, by and among HARRAH’S JOLIET LANDCO LLC (together with its successors and permitted assigns, “Landlord”), DES PLAINES DEVELOPMENT LIMITED PARTNERSHIP (together with its successors and permitted assigns, “Tenant”) and, solely for the purposes of the last paragraph of Section 1.1, Propco TRS LLC, a Delaware limited liability company (“Propco TRS”).

AMENDED AND RESTATED PUT-CALL RIGHT AGREEMENT
Put-Call Right Agreement • July 21st, 2020 • Vici Properties Inc. • Real estate investment trusts • Nevada

THIS AMENDED AND RESTATED PUT-CALL RIGHT AGREEMENT (this “Agreement”) is entered into as of July 20, 2020 (the “Execution Date”), by and among CLAUDINE PROPCO LLC, a Delaware limited liability company (together with its successors and permitted assigns, “VICI”), and EASTSIDE CONVENTION CENTER, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Owner”). VICI and Owner are together referred to herein as the “Parties”, and each individually, a “Party”.

RIGHT OF FIRST REFUSAL AGREEMENT
Right of First Refusal Agreement • July 21st, 2020 • Vici Properties Inc. • Real estate investment trusts • New York

RIGHT OF FIRST REFUSAL AGREEMENT (this “Agreement”) is entered into as of July 20, 2020 (the “Effective Date”), by and between ELDORADO RESORTS, INC., a Nevada corporation (to be renamed Caesars Entertainment, Inc. and converted to a Delaware corporation on the date hereof) (“Eldorado”), and VICI PROPERTIES L.P., a Delaware limited partnership (“Propco”).

RIGHT OF FIRST REFUSAL AGREEMENT
Right of First Refusal Agreement • July 21st, 2020 • Vici Properties Inc. • Real estate investment trusts • New York

RIGHT OF FIRST REFUSAL AGREEMENT (this “Agreement”) is entered into as of July 20, 2020 (the “Effective Date”), by and between ELDORADO RESORTS, INC., a Nevada corporation (to be renamed Caesars Entertainment, Inc. and converted to a Delaware corporation on the date hereof) (“Eldorado”), and VICI PROPERTIES L.P., a Delaware limited partnership (“Propco”).

SECOND AMENDMENT TO GOLF COURSE USE AGREEMENT
Golf Course Use Agreement • July 21st, 2020 • Vici Properties Inc. • Real estate investment trusts • New York

THIS GOLF COURSE USE AGREEMENT (this “Agreement”) is entered into as of October 6, 2017, by and among Rio Secco LLC, Cascata LLC, Chariot Run LLC and Grand Bear LLC, each a Delaware limited liability company (collectively, and together with their respective successors and assigns, “Owner”), and Caesars Enterprise Services, LLC and CEOC, LLC, each a Delaware limited liability company (collectively, or if the context clearly requires, individually, and together with their respective successors and assigns, “User”), and, solely for purposes of Section 2.1(c) hereof, Caesars License Company, LLC, a Nevada limited liability company (“CLC”).

SECOND AMENDED AND RESTATED LEASE AGREEMENT AMONG NEW ORLEANS BUILDING CORPORATION as Landlord AND JAZZ CASINO COMPANY, L.L.C. as Tenant AND CITY OF NEW ORLEANS as Intervenor April 3, 2020
Lease Agreement • July 21st, 2020 • Vici Properties Inc. • Real estate investment trusts • Louisiana

THIS SECOND AMENDED AND RESTATED LEASE AGREEMENT is executed as of April 3, 2020 (the "Effective Date"), by and among JAZZ CASINO COMPANY, L.L.C., a Louisiana limited liability company having its principal place of business in the State of Louisiana ("Tenant" or "JCC"), as the successor by operation of law to Harrah's Jazz Company, a Louisiana general partnership ("Harrah's Jazz Company"), the NEW ORLEANS BUILDING CORPORATION, a Louisiana public benefit corporation ("Landlord"), as successor by merger to Rivergate Development Corporation, a Louisiana public benefit corporation ("RDC"), and the CITY OF NEW ORLEANS, LOUISIANA, as Intervenor (the "City"), and amends and restates in their entirety the provisions of that certain Amended and Restated Lease Agreement by and among Landlord (as successor by merger to RDC), Tenant, and the City, as Intervenor, dated October 29, 1998 (the "Original First Amended and Restated Lease"), as amended by that certain First Amendment to Amended and Resta

SECOND AMENDMENT TO LEASE (CPLV)
Lease • July 21st, 2020 • Vici Properties Inc. • Real estate investment trusts • Nevada

THIS LAS VEGAS LEASE (this “Lease”) is entered into as of October 6, 2017, by and among CPLV Property Owner LLC, a Delaware limited liability company (“CPLV Landlord”), and Claudine Propco LLC, a Delaware limited liability company (“HLV Landlord”, and together with CPLV Landlord, collectively, or if the context clearly requires, individually, together with their respective successors and permitted assigns, “Landlord”), Desert Palace LLC, a Nevada limited liability company, Caesars Entertainment Operating Company, Inc., a Delaware corporation, CEOC, LLC, a Delaware limited liability company (as successor by merger to Caesars Entertainment Operating Company, Inc.) (collectively, “CPLV Tenant”), and Harrah’s Las Vegas, LLC, a Nevada limited liability company (“HLV Tenant”, and together with CPLV Tenant, collectively, or if the context clearly requires, individually, and together with their respective successors and permitted assigns, “Tenant”) and, solely for the purposes of the last para

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