MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP and MGP FINANCE CO-ISSUER, INC., as Issuers, THE SUBSIDIARY GUARANTORS PARTY HERETO, as Subsidiary Guarantors and U.S. BANK NATIONAL ASSOCIATION, as Trustee 4.500% SENIOR NOTES DUE 2026 INDENTURE DATED AS...Indenture • August 12th, 2016 • MGM Growth Properties LLC • Real estate investment trusts • New York
INDENTURE dated as of August 12, 2016 among MGM Growth Properties Operating Partnership LP, a Delaware limited partnership (the “Company”), MGP Finance Co-Issuer, Inc., a Delaware corporation (the “Co-Issuer” and, together with the company, the “Issuers”), the Subsidiary Guarantors (as hereinafter defined) party hereto, and U.S. Bank National Association, a national banking association, as Trustee (the “Trustee”).
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:
EMPLOYMENT AGREEMENTEmployment Agreement • April 5th, 2016 • MGM Growth Properties LLC • Real estate investment trusts • Nevada
This Employment Agreement (this “Agreement”) is entered into as of April 5, 2016 by and between MGM Growth Properties Operating Partnership LP, a Delaware limited partnership (“Employer”), James Stewart (“Employee”) and for the limited purpose of Section 21 hereof, MGM Resorts International (“MGM”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MGM GROWTH PROPERTIES LLCLimited Liability Company Agreement • April 19th, 2016 • MGM Growth Properties LLC • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MGM GROWTH PROPERTIES LLC, dated as of April 18, 2016 is executed and agreed to by MGM Resorts International, a Delaware corporation (the “Initial Member”), as the sole member of the Company as of the date hereof, together with any other Persons who become Members of the Company or parties hereto as provided herein.
Form of MGM Growth Properties LLC (a Delaware limited liability company) [●] Class A Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • April 15th, 2016 • MGM Growth Properties LLC • Real estate investment trusts • New York
MGM Growth Properties LLC, a Delaware limited liability company (the “Company”) confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Evercore Group L.L.C., and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Evercore Group L.L.C.,are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of class A common shares of the Company (“Class A Common Shares”) set forth in Schedule A hereto (the “Initial Securities”) and (ii) the grant by the Company to the Underwriters, acting severally and not
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 [●].
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.
MASTER TRANSACTION AGREEMENT BY AND AMONG MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP, MGM GROWTH PROPERTIES LLC, MGM RESORTS INTERNATIONAL, MGP LESSOR, LLC AND MGM LESSEE, LLC DATED AS OF MAY 31, 2016Master Transaction Agreement • May 31st, 2016 • MGM Growth Properties LLC • Real estate investment trusts • Delaware
This Master Transaction Agreement (this “Agreement”), by and among MGM Growth Properties Operating Partnership LP, a Delaware limited partnership (the “OP”), MGM Growth Properties LLC, a Delaware limited liability company (“MGP”), MGM Resorts International, a Delaware corporation (“MGM”), MGP Lessor, LLC, a Delaware limited liability company (the “Landlord”), and MGM Lessee, LLC, a Delaware limited liability company (the “Tenant”), is dated as of May 31, 2016. The OP, MGP, MGM, the Landlord and the Tenant are each referred to herein as a “Party” and collectively as the “Parties.”
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”).
FORM OF AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP Dated as of , 2016MGM Growth Properties LLC • April 8th, 2016 • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of [●], 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).
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP Dated as of April 25, 2016Agreement • 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).
FORM OF CORPORATE SERVICES AGREEMENTForm of Corporate Services Agreement • April 5th, 2016 • MGM Growth Properties LLC • Real estate investment trusts • New York
THIS CORPORATE SERVICES AGREEMENT (this “Agreement”) is made and entered into as of [●], 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.”
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”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 26th, 2016 • MGM Growth Properties LLC • Real estate investment trusts • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”), dated as of October 26, 2016 and effective as of the Effective Date (as hereinafter defined), is made and entered into by and among MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP, a Delaware limited partnership (the “Borrower”), the other Loan Parties under the Credit Agreement referred to below, each of the Lenders (as hereinafter defined) party hereto and BANK OF AMERICA, N.A., as administrative agent under the Credit Agreement referred to below (in such capacity, the “Administrative Agent”).
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.”
MGM GROWTH PROPERTIES LLC FORM OF RESTRICTED SHARE UNITS AGREEMENTShare Units Agreement • April 8th, 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 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 AGREEMENTUnits 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):
