CALL RIGHT AGREEMENTCall Right Agreement • October 3rd, 2017 • New York
, 20 2017 (the “Effective Date”), by and among [PROPCO],VICI Properties, L.P., a Delaware limited partnership2 (“Propco”), and Caesars Entertainment Corporation, a Delaware corporation (“Owner”). Propco and Owner are together referred to herein as the “Parties”, and each individually, a “Party”.
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CALL RIGHT AGREEMENT (Harrah’s Laughlin)Call Right Agreement • October 11th, 2017 • Vici Properties Inc. • Real estate investment trusts • New York
THIS CALL RIGHT AGREEMENT (this “Agreement”) is entered into as of October 6, 2017 (the “Effective Date”), by and among VICI Properties, L.P., a Delaware limited partnership (“Propco”), and Caesars Entertainment Corporation, a Delaware corporation (“Owner”). Propco and Owner are together referred to herein as the “Parties”, and each individually, a “Party”.
CALL RIGHT AGREEMENT (Harrah’s Atlantic City)Call Right Agreement • October 11th, 2017 • Vici Properties Inc. • Real estate investment trusts • New York
THIS CALL RIGHT AGREEMENT (this “Agreement”) is entered into as of October 6, 2017 (the “Effective Date”), by and among VICI Properties, L.P., a Delaware limited partnership (“Propco”), and Caesars Entertainment Corporation, a Delaware corporation (“Owner”). Propco and Owner are together referred to herein as the “Parties”, and each individually, a “Party”.
EX-5 2 d396948dex5.htm CALL RIGHT AGREEMENT EXECUTION VERSION CALL RIGHT AGREEMENT AMONG AT&T INC., WILMINGTON TRUST, NATIONAL ASSOCIATION AND THE THIRD LIEN HOLDERS LISTED ON SCHEDULE I HERETO Dated as of August 1, 2012 Page -i- Exhibits A – Form of...Call Right Agreement • May 5th, 2020 • New York
This CALL RIGHT AGREEMENT (this “Agreement”) is made and entered into as of August 1, 2012, by and among undersigned holders of the Company’s 16% Third Lien Subordinated Secured Convertible Notes, due February 28, 2013 (such notes, as may be amended, restated, modified, or amended and restated from time to time, the “Third Lien Notes”, and such holders, the “Third Lien Holders”), Wilmington Trust, National Association, as the representative of the Third Lien Holders (the “Holder Representative”) and AT&T Inc., a Delaware corporation (the “Purchaser”). Each of the Third Lien Holders, the Holder Representative and the Parent shall be referred to as a “Party” and collectively as the “Parties”. Terms capitalized but not defined herein shall have the meaning assigned thereto in the Merger Agreement (as defined below).
Form of PropCo Call Right Agreement1Call Right Agreement • July 18th, 2016 • New York
Common units are subject to our general partner’s call right.Call Right Agreement • May 13th, 2013
If at any time our general partner and its affiliates own more than 80% of the common units, our general partner will have the right, which it may assign to any of its affiliates or to us, but not the obligation, to acquire all, but not less than all, of the common units held by public unitholders at a price not less than their then-current market price, as calculated pursuant to the terms of our partnership agreement. As a result, each holder of our common units may be required to sell such holder’s common units at an undesirable time or price and may not receive any return on investment. Each holder of our common units may also incur a tax liability upon a sale of such holder’s common units. Our general partner is not obligated to obtain a fairness opinion regarding the value of the common units to be repurchased by it upon exercise of the call right. There is no restriction in our partnership agreement that prevents our general partner from issuing additional common units and then e
CALL RIGHT AGREEMENT (Harrah’s Atlantic City)Call Right Agreement • September 28th, 2017 • Vici Properties Inc. • Real estate investment trusts • New York
THIS CALL RIGHT AGREEMENT (this “Agreement”) is entered into as of , 2017 (the “Effective Date”), by and among VICI Properties, L.P., a Delaware limited partnership (“Propco”), and Caesars Entertainment Corporation, a Delaware corporation (“Owner”). Propco and Owner are together referred to herein as the “Parties”, and each individually, a “Party”.
CALL RIGHT AGREEMENTCall Right Agreement • July 18th, 2017 • J Crew Group Inc • Retail-apparel & accessory stores • New York
This CALL RIGHT AGREEMENT (the “Agreement”) is dated as of July 13, 2017, and entered into by and between (i) WILMINGTON SAVINGS FUND SOCIETY, FSB, in its capacity as administrative agent for the holders of the Term Loan Obligations (as defined below), including its successors and assigns from time to time (the “Term Loan Agent”), (ii) U.S. BANK NATIONAL ASSOCIATION, in its capacity as trustee for the holders of the IPCO New Notes Obligations (as defined below), including its successors and assigns from time to time (the “IPCO New Notes Trustee”) and (iii) U.S. BANK NATIONAL ASSOCIATION, in its capacity as trustee for the holders of the IPCO New Money Notes Obligations (as defined below), including its successors and assigns from time to time (the “IPCO New Money Notes Trustee”).
CALL RIGHT AGREEMENT (Harrah’s New Orleans)Call Right Agreement • October 11th, 2017 • Vici Properties Inc. • Real estate investment trusts • New York
THIS CALL RIGHT AGREEMENT (this “Agreement”) is entered into as of October 6, 2017 (the “Effective Date”), by and among VICI Properties, L.P., a Delaware limited partnership (“Propco”), and Caesars Entertainment Corporation, a Delaware corporation (“Owner”). Propco and Owner are together referred to herein as the “Parties”, and each individually, a “Party”.