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”).
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.
MANAGEMENT AND LEASE SUPPORT AGREEMENT (JOLIET) By and Among Des Plaines Development Limited Partnership (together with its successors and permitted assigns) as “Tenant” Joliet Manager, LLC (together with its successors and permitted assigns) as...Management and Lease Support Agreement • September 28th, 2017 • Vici Properties Inc. • Real estate investment trusts • New York
This MANAGEMENT AND LEASE SUPPORT AGREEMENT (this “Agreement”) is dated as of October 2, 2017, 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, Lease Guarantor and Landlord
RIGHT OF FIRST REFUSAL AGREEMENTRight of First Refusal Agreement • September 28th, 2017 • Vici Properties Inc. • Real estate investment trusts • New York
THIS RIGHT OF FIRST REFUSAL AGREEMENT (this “Agreement”) is entered into as of , 2017 (the “Effective Date”), by and between CAESARS ENTERTAINMENT CORPORATION, a Delaware corporation (“CEC”), and VICI PROPERTIES L.P., a Delaware limited partnership (“Propco”).
LEASE (JOLIET) By and Between HARRAH’S JOLIET LANDCO LLC (together with its permitted successors and assigns) as “Landlord” and DES PLAINES DEVELOPMENT LIMITED PARTNERSHIP (together with its permitted successors and assigns) as “Tenant” dated October...Lease • September 28th, 2017 • Vici Properties Inc. • Real estate investment trusts • Illinois
THIS LEASE (JOLIET) (this “Lease”) is entered into as of October 2, 2017, by and among HARRAH’S JOLIET LANDCO LLC (together with its successors and assigns, “Landlord”), and DES PLAINES DEVELOPMENT LIMITED PARTNERSHIP (together with its successors and assigns, “Tenant”).
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.
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”.
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 2, 2017Tax Matters Agreement • September 28th, 2017 • Vici Properties Inc. • Real estate investment trusts • New York
THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of October 2, 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).
CALL RIGHT AGREEMENT (Harrah’s Laughlin)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”.
VICI PROPERTIES INC. FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • September 28th, 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.
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”.
