0001193125-17-307477 Sample Contracts

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.

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VICI PROPERTIES INC. REGISTRATION RIGHTS AGREEMENT
Registration 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.

MANAGEMENT AND LEASE SUPPORT AGREEMENT (CPLV) By and Among Desert Palace LLC, Caesars Entertainment Operating Company, Inc. and CEOC, LLC (collectively, and together with their respective successors and permitted assigns) as “Tenant” CPLV Manager, LLC...
Management and Lease Support Agreement • October 11th, 2017 • Vici Properties Inc. • Real estate investment trusts • New York

This MANAGEMENT AND LEASE SUPPORT AGREEMENT (this “Agreement”) is dated as of October 6, 2017, and is made and entered into by and among Desert Palace LLC, a Nevada limited liability company, Caesars Entertainment Operating Company, Inc., a Delaware corporation, and CEOC, LLC, a Delaware limited liability company (collectively or, if the context clearly requires, individually, and together with their respective successors and permitted assigns, “Tenant”), CPLV Manager, LLC, a Delaware limited liability company (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”), CPLV Property Owner LLC, a Delaware limited liability company (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

RIGHT OF FIRST REFUSAL AGREEMENT
Right of First Refusal Agreement • October 11th, 2017 • Vici Properties Inc. • Real estate investment trusts • New York

THIS RIGHT OF FIRST REFUSAL AGREEMENT (this “Agreement”) is entered into as of October 6, 2017 (the “Effective Date”), by and between CAESARS ENTERTAINMENT CORPORATION, a Delaware corporation (“CEC”), and VICI PROPERTIES L.P., a Delaware limited partnership (“Propco”).

EMPLOYMENT AGREEMENT
Employment Agreement • October 11th, 2017 • Vici Properties Inc. • Real estate investment trusts • New York

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of October 6, 2017, by and between VICI Properties Inc., with its principal place of business at 8329 W. Sunset Road, Suite 210, Las Vegas, Nevada 89113 (the “Company”), and Edward Baltazar Pitoniak, residing at the address set forth on the signature page hereof (“Executive”).

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 Trustee
Indenture • 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 Agent
Collateral 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).

SECOND LIEN INTERCREDITOR AGREEMENT
Second 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, 2017
Tax 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).

GOLF COURSE USE AGREEMENT By and Among Rio Secco LLC, Cascata LLC, Chariot Run LLC and Grand Bear LLC (collectively, and together with their respective successors and assigns), as “Owner” and Caesars Enterprise Services, LLC and CEOC, LLC...
Course Use Agreement • October 11th, 2017 • 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”).

FIRST LIEN INTERCREDITOR AGREEMENT dated as of October 6, 2017 among VICI Properties 1 LLC, as the Borrower and an Issuer and VICI FC, INC., as an Issuer, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Agent, WILMINGTON TRUST, NATIONAL...
First Lien Intercreditor Agreement • October 11th, 2017 • Vici Properties Inc. • Real estate investment trusts • New York

FIRST LIEN INTERCREDITOR AGREEMENT (as amended, restated, modified or supplemented from time to time, this “Agreement”) dated as of October 6, 2017, by and among VICI Properties 1 LLC, a Delaware limited liability company (“VICI Properties”), VICI FC Inc., a Delaware corporation (together with VICI Properties, the “Issuers” and each an “Issuer”), Wilmington Trust, National Association (“Wilmington Trust”), as collateral agent for the First Lien Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “Collateral Agent”), Wilmington Trust, as Authorized Representative for the Credit Agreement Secured Parties (in such capacity and together with its successors, in such capacity, the “Administrative Agent”), UMB Bank, National Association, as Authorized Representative for the Initial Other First Lien Secured Parties (in such capacity and together with its successors in such capacity, the “Initial Other Authorized Representative”), and each

LEASE (CPLV) By and Between CPLV Property Owner LLC (together with its permitted successors and assigns), as “Landlord” and Desert Palace LLC, Caesars Entertainment Operating Company, Inc. and CEOC, LLC (collectively, and together with their...
Lease Agreement • October 11th, 2017 • Vici Properties Inc. • Real estate investment trusts • Nevada

THIS LEASE (CPLV) (this “Lease”) is entered into as of October 6, 2017, by and among CPLV Property Owner LLC, a Delaware limited liability company (together with its successors and assigns, “Landlord”), and Desert Palace LLC, a Nevada limited liability company, Caesars Entertainment Operating Company, Inc., a Delaware corporation, and CEOC, LLC, a Delaware limited liability company (as successor by merger to Caesars Entertainment Operating Company, Inc.), jointly and severally (collectively, or if the context clearly requires, individually, and together with their respective successors and permitted assigns, “Tenant”).

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”.

SEPARATION AGREEMENT
Separation Agreement • October 11th, 2017 • Vici Properties Inc. • Real estate investment trusts • New York

This SEPARATION AGREEMENT, dated as of October 6, 2017 (this “Agreement”), and effective as of the Effective Date (as such term is defined in the Bankruptcy Plan (defined below)), is by and between Caesars Entertainment Operating Company, Inc., a Delaware corporation (“OpCo”), and VICI Properties Inc., a Maryland corporation (“REIT”).

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...
Agreement • October 11th, 2017 • Vici Properties Inc. • Real estate investment trusts • Delaware

THIS AGREEMENT OF LIMITED PARTNERSHIP OF VICI PROPERTIES L.P., dated as of October 6, 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.

COLLATERAL AGREEMENT (FIRST 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 WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Agent
Collateral Agreement • October 11th, 2017 • Vici Properties Inc. • Real estate investment trusts • New York

COLLATERAL AGREEMENT (FIRST 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 (the “Issuer”, and collectively with VICI Properties, the “Borrower”), each Subsidiary of the Borrower listed on Schedule I hereto and each Subsidiary of the Borrower that becomes a party hereto (each, a “Subsidiary Party”) and Wilmington Trust, National Association (“Wilmington Trust”), as Collateral Agent (together with its successors and assigns in such capacity, the “Agent”) for the Secured Parties (as defined below).

MANDATORY CONVERSION IMPLEMENTATION AGREEMENT
Mandatory Conversion Implementation Agreement • October 11th, 2017 • Vici Properties Inc. • Real estate investment trusts • New York

This agreement (“Agreement”) is made and entered into as of October 6, 2017 by and among VICI Properties Inc., a Maryland corporation (“REIT”), and CPLV Mezz 3 LLC, a Delaware limited liability company (the “Borrower”).

MEZZANINE A LOAN AGREEMENT Dated as of October 6, 2017 among CPLV MEZZ 1 LLC, as Borrower Wilmington Savings Fund Society, FSB, as Administrative Agent and Collateral Agent, and THE LENDERS PARTY HERETO FROM TIME TO TIME
Mezzanine a Loan Agreement • October 11th, 2017 • Vici Properties Inc. • Real estate investment trusts • New York

THIS MEZZANINE A LOAN AGREEMENT, dated as of October 6, 2017 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), among CPLV MEZZ 1 LLC, a Delaware limited liability company, having its principal place of business at c/o VICI Properties Inc., 8329 West Sunset Road, Suite 210, Las Vegas, Nevada 89113 (“Borrower”), WILMINGTON SAVINGS FUND SOCIETY, FSB as Administrative Agent (in such capacity, including any permitted successors thereto, the “Administrative Agent”), and as Collateral Agent (in such capacity, including any permitted successors thereto, the “Collateral Agent”), and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”).

VICI PROPERTIES 1 LLC AND VICI FC INC. as Issuers and the Subsidiary Guarantors party hereto from time to time 8.0% Second-Priority Senior Secured Notes due 2023 INDENTURE Dated as of October 6, 2017 UMB Bank, National Association, as Trustee
Indenture • 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”).

LOAN AGREEMENT Dated as of October 6, 2017 Between CPLV PROPERTY OWNER LLC, as Borrower and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, BARCLAYS BANK PLC, GOLDMAN SACHS MORTGAGE COMPANY and MORGAN STANLEY BANK, N.A., collectively, as Lender
Loan Agreement • October 11th, 2017 • Vici Properties Inc. • Real estate investment trusts • New York

THIS LOAN AGREEMENT, dated as of October 6, 2017 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a banking association chartered under the laws of the United States of America, having an address at 383 Madison Avenue, New York, New York 10179 (together with its successors and assigns, “JPM Lender”); BARCLAYS BANK PLC, a public company registered in England and Wales, having an address at 745 Seventh Avenue, New York, New York 10019 (together with its successors and assigns, “Barclays Lender”), GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership, having an address 200 West Street, New York, New York 10282 (together with its successors and assigns, “GS Lender”), and MORGAN STANLEY BANK, N.A., a national banking association, having an address at 1585 Broadway, New York, New York 10036 (together with its successors and assigns, “MS Lender”) (each of JPM Lender, Barclays L

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”.

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MEZZANINE B LOAN AGREEMENT Dated as of October 6, 2017 among CPLV MEZZ 2 LLC, as Borrower Wilmington Savings Fund Society, FSB, as Administrative Agent and Collateral Agent, and THE LENDERS PARTY HERETO FROM TIME TO TIME
Mezzanine B Loan Agreement • October 11th, 2017 • Vici Properties Inc. • Real estate investment trusts • New York

THIS MEZZANINE B LOAN AGREEMENT, dated as of October 6, 2017 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), among CPLV MEZZ 2 LLC, a Delaware limited liability company, having its principal place of business at c/o VICI Properties Inc., 8329 West Sunset Road, Suite 210, Las Vegas, Nevada 89113 (“Borrower”), WILMINGTON SAVINGS FUND SOCIETY, FSB as Administrative Agent (in such capacity, including any permitted successors thereto, the “Administrative Agent”), and as Collateral Agent (in such capacity, including any permitted successors thereto, the “Collateral Agent”), and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”).

MEZZANINE C LOAN AGREEMENT Dated as of October 6, 2017 among CPLV MEZZ 3 LLC, as Borrower Wilmington Savings Fund Society, FSB, as Administrative Agent and Collateral Agent, and THE LENDERS PARTY HERETO FROM TIME TO TIME
Mezzanine C Loan Agreement • October 11th, 2017 • Vici Properties Inc. • Real estate investment trusts • New York

THIS MEZZANINE C LOAN AGREEMENT, dated as of October 6, 2017 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), among CPLV MEZZ 3 LLC, a Delaware limited liability company, having its principal place of business at c/o VICI Properties Inc., 8329 West Sunset Road, Suite 210, Las Vegas, Nevada 89113 (“Borrower”), WILMINGTON SAVINGS FUND SOCIETY, FSB as Administrative Agent (in such capacity, including any permitted successors thereto, the “Administrative Agent”), and as Collateral Agent (in such capacity, including any permitted successors thereto, the “Collateral Agent”), and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”).

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