INDEMNIFICATION AGREEMENTIndemnification Agreement • September 28th, 2017 • Vici Properties Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 2017, by and between VICI PROPERTIES INC., a Maryland corporation (the “Company”), and (“Indemnitee”).
VICI PROPERTIES L.P. and VICI NOTE CO. INC., as Issuers, THE SUBSIDIARY GUARANTORS PARTY HERETO, as Subsidiary Guarantors and UMB BANK, NATIONAL ASSOCIATION, as Trustee 3.750% SENIOR NOTES DUE 2027Supplemental Indenture • February 5th, 2020 • Vici Properties Inc. • Real estate investment trusts • New York
INDENTURE dated as of February 5, 2020 among VICI Properties L.P., a Delaware limited partnership (the “Company”), VICI Note Co. Inc., a Delaware corporation (the “Co-Issuer” and, together with the company, the “Issuers”), the Subsidiary Guarantors (as hereinafter defined) party hereto, and UMB Bank, National Association, a national banking association, as Trustee (the “Trustee”).
CREDIT AGREEMENT Dated as of December 22, 2017 among VICI PROPERTIES 1 LLC, as the Borrower, GOLDMAN SACHS BANK USA, as Administrative Agent, and The Other Lenders Party Hereto and GOLDMAN SACHS BANK USA MORGAN STANLEY SENIOR FUNDING, INC. MERRILL...Credit Agreement • December 26th, 2017 • Vici Properties Inc. • Real estate investment trusts • New York
This CREDIT AGREEMENT is entered into as of December 22, 2017, among VICI PROPERTIES 1 LLC, a Delaware limited liability company (the “Borrower”); each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”); each L/C Issuer from time to time party hereto; and GOLDMAN SACHS BANK USA as Administrative Agent. The Parties hereto hereby agree with reference to the following facts:
Date: September 9, 2021 To: VICI Properties Inc.Letter Agreement • September 14th, 2021 • Vici Properties Inc. • 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.
FIRST LIEN CREDIT AGREEMENT Dated as of October 6, 2017, Among VICI PROPERTIES 1 LLC, as the Borrower, THE LENDERS PARTY HERETO, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent,Credit Agreement • October 11th, 2017 • Vici Properties Inc. • Real estate investment trusts • New York
FIRST LIEN CREDIT AGREEMENT, dated as of October 6, 2017 (this “Agreement”), among VICI Properties 1 LLC, a Delaware limited liability company (the “Borrower”), the Lenders party hereto from time to time and Wilmington Trust, National Association, as administrative agent and collateral agent for the Lenders.
FIRST LIEN CREDIT AGREEMENT Dated as of [ ], Among VICI PROPERTIES 1 LLC, as the Borrower, THE LENDERS PARTY HERETO, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent,First Lien Credit Agreement • September 28th, 2017 • Vici Properties Inc. • Real estate investment trusts • New York
FIRST LIEN CREDIT AGREEMENT, dated as of [ ] (this “Agreement”), among VICI Properties 1 LLC, a Delaware limited liability company (the “Borrower”), the Lenders party hereto from time to time and Wilmington Trust, National Association, as administrative agent and collateral agent for the Lenders.
VICI PROPERTIES INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 11th, 2017 • Vici Properties Inc. • Real estate investment trusts • New York
Certain legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities legal counsel regarding the consequences of being named or not being named as a selling securityholder in the Shelf Registration Statement and the related prospectus.
FIRST AMENDMENT TO MANAGEMENT AND LEASE SUPPORT AGREEMENTManagement and Lease Support Agreement • December 27th, 2018 • Vici Properties Inc. • Real estate investment trusts • New York
This MANAGEMENT AND LEASE SUPPORT AGREEMENT (this “Agreement”) is dated as of October 6, 2017 (the “Commencement Date”), and is made and entered into by and among Des Plaines Development Limited Partnership (together with its successors and permitted assigns, “Tenant”), Joliet Manager, LLC (together with its successors and permitted assigns, “Manager”), Caesars Entertainment Corporation, a Delaware corporation (together with its successors and permitted assigns, “CEC”, and sometimes alternatively referred to herein as “Lease Guarantor”), Harrah’s Joliet LandCo LLC (together with its successors and permitted assigns, “Landlord”), solely for purposes of Article VII and Sections 2.4, 16.2, 16.3.4, 18.5.5, 18.7.3, 18.7.4, 18.7.5, 19.3, 20.2 and 20.16, Caesars License Company, LLC (together with its successors and assigns, “CLC”), and, solely for purposes of Section 20.16 and Article XXI, Caesars Enterprise Services, LLC (together with its successors and assigns, “CES”). Tenant, Manager, Le
CREDIT AGREEMENT Dated as of February 8, 2022 Among VICI PROPERTIES L.P., as Borrower, The Several Lenders from Time to Time Parties Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., WELLS FARGO SECURITIES, LLC,...Credit Agreement • February 9th, 2022 • Vici Properties Inc. • Real estate investment trusts • New York
CREDIT AGREEMENT (this “Agreement”), dated as of February 8, 2022, 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 to this Agreement (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”, as hereinafter defined).
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 AGREEMENT OF LIMITED PARTNERSHIP OF a Delaware limited partnership THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE...Vici Properties Inc. • September 28th, 2017 • Real estate investment trusts • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP OF VICI PROPERTIES L.P., dated as of October __, 2017, is made and entered into by and among VICI Properties GP LLC, a Delaware limited liability company, as the General Partner and the Persons whose names are set forth on the Partnership Register as amended from time to time, as limited partners, and any Additional Limited Partner that is admitted from time to time to the Partnership.
SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AGREEMENTRight of First Refusal Agreement • December 27th, 2018 • Vici Properties Inc. • Real estate investment trusts • New York
SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AGREEMENT (this “Agreement”) is entered into as of December 26, 2018, (the “Effective Date”), by and between CAESARS ENTERTAINMENT CORPORATION, a Delaware corporation (“CEC”), and VICI PROPERTIES L.P., a Delaware limited partnership (“Propco”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 26th, 2019 • Vici Properties Inc. • Real estate investment trusts • New York
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of September 25, 2019, (the “Effective Date”) by and between VICI Properties Inc. ( “VICI REIT”), VICI Properties L.P. (the “Company”), each with its principal place of business at 430 Park Avenue, 8th Floor, New York, New York 10022, and John Payne (“Executive”), amends and restates in its entirety the existing employment agreement by and between Executive and the Company dated October 6, 2017 (the “Prior Agreement”).
60,500,000 Shares VICI PROPERTIES INC. (A Maryland corporation) COMMON STOCK ($0.01 PAR VALUE PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • February 6th, 2018 • Vici Properties Inc. • Real estate investment trusts • New York
30,000,000 Shares VICI PROPERTIES INC. (A Maryland corporation) COMMON STOCK ($0.01 PAR VALUE PER SHARE) UNDERWRITING AGREEMENTVici Properties Inc. • November 16th, 2018 • Real estate investment trusts • New York
GUARANTYGuaranty • 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”).
CALL RIGHT AGREEMENT (Harrah’s New Orleans)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”.
PURCHASE AND SALE AGREEMENT by and between ELDORADO RESORTS, INC., a Nevada corporation and a Delaware limited partnership Harrah’s New Orleans New Orleans, Louisiana Effective Date: September 26, 2019Purchase and Sale Agreement • September 26th, 2019 • Vici Properties Inc. • Real estate investment trusts • Louisiana
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) made as of September 26, 2019 (the “Effective Date”) by and between ELDORADO RESORTS, INC., a Nevada corporation (“Eldorado”), having an office at 100 West Liberty Street, Suite 1150, Reno, Nevada 89501, and VICI PROPERTIES L.P., a Delaware limited partnership (“Buyer”), having an office at c/o VICI Properties Inc., 430 Park Avenue, 8th Floor, New York, New York 10022.
SECOND AMENDED AND RESTATED PUT-CALL RIGHT AGREEMENTPut-Call Right Agreement • September 18th, 2020 • Vici Properties Inc. • Real estate investment trusts • Nevada
THIS SECOND AMENDED AND RESTATED PUT-CALL RIGHT AGREEMENT (this “Agreement”) is entered into as of September 18, 2020, by and among CLAUDINE PROPCO LLC, a Delaware limited liability company (together with its successors and permitted assigns, “VICI”), and CAESARS CONVENTION CENTER OWNER, 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”.
VICI PROPERTIES 1 LLC AND VICI FC INC. as Issuers and the Subsidiary Guarantors party hereto from time to time First-Priority Senior Secured Floating Rate Notes due 2022 INDENTURE Dated as of October 6, 2017 UMB Bank, National Association, as TrusteeIndenture • October 11th, 2017 • Vici Properties Inc. • Real estate investment trusts • New York
INDENTURE dated as of October 6, 2017 among VICI Properties 1 LLC, a Delaware limited liability company (the “Company”), and VICI FC Inc., a Delaware corporation (“Capital Corp.”) (each of the Company and Capital Corp., an “Issuer” and, together, the “Issuers”), the Subsidiary Guarantors party hereto from time to time, and UMB Bank, National Association, as trustee (the “Trustee”).
COLLATERAL AGREEMENT (SECOND LIEN) dated and effective as of October 6, 2017, by and among VICI PROPERTIES 1 LLC, VICI FC INC., each Subsidiary Party party hereto and UMB Bank, National Association, as Collateral AgentCollateral Agreement • October 11th, 2017 • Vici Properties Inc. • Real estate investment trusts • New York
COLLATERAL AGREEMENT (SECOND LIEN) dated and effective as of October 6, 2017 (this “Agreement”), by and among VICI Properties 1 LLC, a Delaware limited liability company (“VICI Properties”), VICI FC Inc., a Delaware corporation (“Finco”, and collectively with VICI Properties, the “Issuers”), each Restricted Subsidiary of the Issuers listed on Schedule I hereto and each Subsidiary of the Issuers that becomes a party hereto (each, a “Subsidiary Party”) and UMB Bank, National Association, as Collateral Agent (together with its successors and assigns in such capacity, the “Agent”) for the Secured Parties (as defined below).
SUPPLEMENTAL INDENTURE NO. 4Supplemental Indenture • February 20th, 2020 • Vici Properties Inc. • Real estate investment trusts • New York
SUPPLEMENTAL INDENTURE NO. 4 (this “Supplemental Indenture”) dated as of August 20, 2019, among Greektown Propco LLC (the “New Guarantor”), a subsidiary of VICI Properties 1 LLC (or its successor), VICI Properties 1 LLC and VICI FC Inc. (collectively, the “Issuers”), and UMB Bank, National Association, as trustee under the indenture referred to below (the “Trustee”).
SECOND LIEN INTERCREDITOR AGREEMENTSecond Lien Intercreditor Agreement • October 11th, 2017 • Vici Properties Inc. • Real estate investment trusts • New York
THIS SECOND LIEN INTERCREDITOR AGREEMENT is dated as of October 6, 2017, by and among VICI Properties 1 LLC, a Delaware limited liability company (the “Company”), VICI FC Inc., a Delaware corporation (“Finco” and collectively with the Company, the “Borrowers” or the “Issuers”), Wilmington Trust, National Association (“Wilmington Trust”), as Credit Agreement Agent, UMB Bank, National Association (“UMB”), as Initial Other First Priority Lien Obligations Agent, each Other First Priority Lien Obligations Agent from time to time party hereto, each in its capacity as First Lien Agent, UMB, as Trustee and each collateral agent for any Future Second Lien Indebtedness from time to time party hereto, each in its capacity as Second Priority Agent.
TAX MATTERS AGREEMENT BY AND AMONG CAESARS ENTERTAINMENT CORPORATION, CEOC, LLC, VICI PROPERTIES INC., VICI PROPERTIES L.P. AND CPLV PROPERTY OWNER LLC DATED AS OF OCTOBER 6, 2017Tax Matters Agreement • October 11th, 2017 • Vici Properties Inc. • Real estate investment trusts • New York
THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of October 6, 2017, is entered into by and among, Caesars Entertainment Corporation, a Delaware corporation (“CEC”), CEOC, LLC, a Delaware limited liability company (“CEOC LLC”), VICI Properties Inc., a Maryland corporation (the “REIT”), VICI Properties L.P., a Delaware limited partnership (“PropCo”), CPLV Property Owner LLC, a Delaware limited liability company (“CPLV PropCo” and, together with the REIT and PropCo, the “REIT Parties”). CEC, CEOC and the REIT Parties shall be referred to collectively as the “Parties”. Any capitalized term used herein without definition shall have the meaning given to it in the Plan (as defined herein).
26,000,000 Shares VICI PROPERTIES INC. (A Maryland corporation) COMMON STOCK ($0.01 PAR VALUE PER SHARE) UNDERWRITING AGREEMENTVici Properties Inc. • June 19th, 2020 • Real estate investment trusts • New York
PROJECT GORDIE TRANSACTION AGREEMENT BY AND AMONG GREEKTOWN MOTHERSHIP LLC, PENN TENANT III, LLC AND VICI PROPERTIES L.P. Dated as of November 13, 2018Transaction Agreement • November 14th, 2018 • Vici Properties Inc. • Real estate investment trusts • Delaware
This Transaction Agreement (this “Agreement”), dated as of November 13, 2018, is entered into by and among GREEKTOWN MOTHERSHIP LLC, a Delaware limited liability company (the “Seller”), Penn Tenant III, LLC, a Delaware limited liability company (the “OpCo Buyer”), and VICI Properties L.P., a Delaware limited partnership (the “PropCo Buyer”, together with the OpCo Buyer, the “Buyers” and together with the OpCo Buyer and the Seller, the “Parties” and each a “Party”).
SUPPLEMENTAL INDENTURESupplemental Indenture • February 14th, 2019 • Vici Properties Inc. • Real estate investment trusts • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of December 26, 2017 , among Claudine Propco LLC (the “New Guarantor”), a subsidiary of Claudine Property Owner LLC (or its successor), VICI Properties 1 LLC and VICI FC Inc. (collectively, the “Issuers”), and UMB Bank, National Association, as trustee under the indenture referred to below (the “Trustee”).
EIGHTH AMENDMENT TO LEASELease • October 27th, 2021 • Vici Properties Inc. • Real estate investment trusts
This EIGHTH AMENDMENT TO LEASE (this “Amendment”) is entered into as of September 3, 2021, 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”).
RIGHT OF FIRST REFUSAL AGREEMENTRight 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 AGREEMENTRight 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”).
FOURTH AMENDMENT TO LEASELease • February 18th, 2021 • Vici Properties Inc. • Real estate investment trusts
This FOURTH AMENDMENT TO LEASE (this “Amendment”) is entered into as of November 18, 2020, by and among CPLV PROPERTY OWNER LLC and CLAUDINE PROPCO LLC, each a Delaware limited liability company (collectively, and together with their respective successors and assigns, “Landlord”), DESERT PALACE LLC, a Nevada limited liability company, CEOC, LLC, a Delaware limited liability company (for itself and as successor by merger to Caesars Entertainment Operating Company, Inc., a Delaware corporation), and HARRAH’S LAS VEGAS, LLC, a Nevada limited liability company (collectively, and together with their respective successors and assigns, “Tenant”) and, solely for the purposes of the last paragraph of Section 1.1 of the Lease (as defined below), Propco TRS LLC, a Delaware limited liability company (“Propco TRS”).
THIRD AMENDMENT TO LEASELease • October 28th, 2020 • Vici Properties Inc. • Real estate investment trusts
This THIRD AMENDMENT TO LEASE (this “Amendment”) is entered into as of September 30, 2020, by and among CPLV PROPERTY OWNER LLC and CLAUDINE PROPCO LLC, each a Delaware limited liability company (collectively, and together with their respective successors and assigns, “Landlord”), DESERT PALACE LLC, a Nevada limited liability company, CEOC, LLC, a Delaware limited liability company (for itself and as successor by merger to Caesars Entertainment Operating Company, Inc., a Delaware corporation), and HARRAH’S LAS VEGAS, LLC, a Nevada limited liability company (collectively, and together with their respective successors and assigns, “Tenant”) and, solely for the purposes of the last paragraph of Section 1.1 of the Lease (as defined below), Propco TRS LLC, a Delaware limited liability company (“Propco TRS”).
ContractRestricted Stock Grant Agreement • August 30th, 2018 • Vici Properties Inc. • 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);
AGREEMENT AND PLAN OF MERGER BY AND AMONG AND RIVERVIEW MERGER SUB INC. AND PENN TENANT II, LLC AND PENN NATIONAL GAMING, INC. AND BOSSIER CASINO VENTURE (HOLDCO), INC. AND SILVER SLIPPER GAMING, LLC DATED AS OF JUNE 18, 2018Agreement and Plan of Merger • June 19th, 2018 • Vici Properties Inc. • Real estate investment trusts • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of June 18, 2018, is entered into among VICI Properties Inc., a Maryland corporation (“Parent”), Riverview Merger Sub Inc., a Delaware corporation (“Merger Sub”), Penn Tenant II, LLC, a Delaware limited liability company (“Operator”), Penn National Gaming, Inc., a Pennsylvania corporation (“Guarantor” and, together with Parent, Merger Sub and Operator, “Buyer Parties” and each a “Buyer Party”), Bossier Casino Venture (HoldCo), Inc., a Delaware corporation (“HoldCo”), and Silver Slipper Gaming, LLC, a California limited liability company (acting solely in its capacity as Stockholder Representative appointed by the Stockholders in accordance with Section 10.14 of this Agreement, “Stockholder Representative”). Parent, Merger Sub, Operator, Guarantor, HoldCo and Stockholder Representative are each referred to in this Agreement as a “Party” and, collectively, as the “Parties.”
FIRST AMENDMENT TO AMENDED AND RESTATED LEASELease • December 27th, 2018 • Vici Properties Inc. • Real estate investment trusts
THIS FIRST AMENDMENT TO AMENDED AND RESTATED LEASE (this “First Amendment”), is made as of December 26, 2018, by and between Claudine Propco LLC, a Delaware limited liability company (together with its permitted successors and assigns, “Landlord”), and Harrah’s Las Vegas, LLC, a Nevada limited liability company (together with its permitted successors and assigns, “Tenant”).
