00016569360001691299falseDEDENV 0001656936 2021-09-23 2021-09-23 0001656936 mgp:MGMGrowthPropertiesMember 2021-09-23 2021-09-23
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM
8-K
 
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 23, 2021
 
 
MGM Growth Properties LLC
MGM Growth Properties Operating Partnership LP
(Exact name of registrant as specified in its charter)
 
 
 
DELAWARE (MGM Growth
Properties LLC)
 
001-37733
 
47-5513237
DELAWARE (MGM Growth
Properties Operating Partnership LP)
 
333-215571
 
81-1162318
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
1980 Festival Plaza Drive, Suite #750, Las Vegas, NV 89135
(Address of principal executive offices – Zip Code)
(702)
669-1480
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
 
 
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
 
 
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
 
 
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange
on which registered
Class A Shares of MGM Growth Properties LLC, No Par Value
 
MGP
 
New York Stock Exchange (NYSE)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
 
MGM Growth Properties LLC
   Emerging growth company  ☐
MGM Growth Properties Operating Partnership LP
   Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 
MGM Growth Properties LLC
  
MGM Growth Properties Operating Partnership LP
  
 
 
 

Item 1.01
Entry into a Material Definitive Agreement.
Supplemental Indentures
On September 23, 2021, MGM Growth Properties Operating Partnership LP (“
MGP OP
”) and MGP Finance
Co-Issuer,
Inc. (the “
Co-Issuer
” and, together with MGP OP, the “
Issuers
”) entered into supplemental indentures (each, a “
Supplemental Indenture
” and collectively, the “
Supplemental Indentures
”) to each of the indentures governing the Issuers’ outstanding senior notes, which comprise: (i) the indenture, by and among the Issuers, the subsidiary guarantors party thereto (the “
Subsidiary Guarantors
”) and U.S. Bank National Association, as Trustee (the “
Trustee
”), dated as of April 20, 2016, providing for the issuance of 5.625% Senior Notes due 2024 (the “
2024 Notes
” and, such indenture, the “
2024 Notes Indenture
”); (ii) the indenture, by and among the Issuers, the Subsidiary Guarantors party thereto and the Trustee, dated as of August 12, 2016, providing for the issuance of 4.500% Senior Notes due 2026 (the “
2026 Notes
” and, such indenture, the “
2026 Notes Indenture
”); (iii) the indenture, by and among the Issuers, the Subsidiary Guarantors party thereto and the Trustee, dated as of September 21, 2017, providing for the issuance of 4.500% Senior Notes due 2028 (the “
2028 Notes
” and, such indenture, the “
2028 Notes Indenture
”); (iv) the indenture, by and among the Issuers, the Subsidiary Guarantors party thereto and the Trustee, dated as of January 25, 2019 providing for the issuance of 5.750% Senior Notes due 2027 (the “
2027 Notes
” and, such indenture, the “
2027 Notes Indenture
”); (v) the indenture, by and among the Issuers, the Subsidiary Guarantors party thereto and the Trustee, dated as of June 5, 2020, providing for the issuance of 4.625% Senior Notes due 2025 (the “
2025 Notes
” and, such indenture, the “
2025 Notes Indenture
”); and (vi) the indenture, by and among the Issuers, the Subsidiary Guarantors party thereto and the Trustee, dated as of November 19, 2020, providing for the issuance of 3.875% Senior Notes due 2029 (the “
2029 Notes
” and, collectively, with the 2024 Notes, the 2026 Notes, the 2028 Notes, the 2027 Notes and the 2025 Notes, the “
Notes
,” and, such indenture, the “
2029 Notes Indenture
” and the 2024 Notes Indenture, 2026 Notes Indenture, 2028 Notes Indenture, 2027 Notes Indenture, 2025 Notes Indenture and the 2029 Notes Indenture, in each case as amended and supplemented as of the date hereof, each, an “
Indenture
” and collectively, the “
Indentures
”).
Each Supplemental Indenture, when operative, will (i) eliminate substantially all restrictive covenants in each Indenture and (ii) eliminate certain of the event of default provisions in each Indenture (collectively, the “
Amendments
”). The Amendments will become operative upon the settlement date described in the confidential Offering Memorandum, dated September 13, 2021 (the “
Offering Memorandum
”), relating to the offer to exchange the Notes issued by the Issuers for up to $4.20 billion in aggregate principal amount of new notes to be issued by VICI Properties L.P. and VICI Note Co. Inc., and the solicitation of consents to amend the Indentures governing the Notes. Such settlement date is expected to occur concurrently with, and is conditioned upon, the closing of the previously announced merger transactions (the “
Transaction
”) pursuant to the Master Transaction Agreement dated August 4, 2021 by and among MGP OP, VICI Properties Inc., Venus Sub LLC, VICI Properties L.P., VICI Properties OP LLC and MGM Resorts International, and is subject to the other terms and conditions described in the Offering Memorandum.
Each Supplemental Indenture was executed upon receipt of consents from holders of more than a majority of the aggregate principal amount of the applicable series of Notes outstanding as of September 23, 2021, in accordance with Section 9.02 of each Indenture.
The descriptions of the Amendments and the Supplemental Indentures set forth above are qualified in their entirety by reference to the full text of each applicable Supplemental Indenture, each of which is incorporated herein by reference to Exhibits 4.1, 4.2, 4.3, 4.4, 4.5 and 4.6 to this Current Report on
Form 8-K.
 
Item 3.03
Material Modification to Rights of Security Holders.
The disclosure set forth in Item 1.01 of this Current Report on
Form 8-K
is incorporated into this item by reference.
CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS
This Form
8-K
contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding the completion of the Transaction. Forward-looking statements

can be identified by the use of forward-looking terminology such as “believes,” “expects,” “could,” “may,” “will,” “should,” “seeks,” “likely,” “intends,” “plans,” “pro forma,” “projects,” “estimates” or “anticipates” or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters.
Forward-looking statements depend on assumptions, data or methods that may be incorrect or imprecise, and the Company may not be able to realize them. The Company does not guarantee that the Transaction or other events described herein will happen as described (or that they will happen at all). These forward-looking statements involve a number of risks and uncertainties, and the important factors that could cause actual results to differ materially from those indicated in such forward-looking statements include risks related to the Company’s ability to complete the Transaction; the satisfaction of the closing conditions, including the receipt of regulatory approvals, to which the completion of the Transaction is subject, which could delay or prevent the completion of the Transaction; and other factors described in the Company’s periodic reports filed with the Securities and Exchange Commission. In providing forward-looking statements, the Company is not undertaking any duty or obligation to update these statements publicly as a result of new information, future events or otherwise, except as required by law. If the Company updates one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those other forward-looking statements.
 
Item 9.01
Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits:
 
Exhibit
    No.    
  
Description
   
4.1    Seventh Supplemental Indenture, dated as of September 23, 2021, to the Indenture dated as of April 20, 2016, by and among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the Subsidiary Guarantors party thereto and U.S. Bank National Association, as Trustee.
   
4.2    Seventh Supplemental Indenture, dated as of September 23, 2021, to the Indenture dated as of August 12, 2016, by and among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the Subsidiary Guarantors party thereto and U.S. Bank National Association, as Trustee.
   
4.3    Seventh Supplemental Indenture, dated as of September 23, 2021, to the Indenture dated as of September 21, 2017, by and among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the Subsidiary Guarantors party thereto and U.S. Bank National Association, as Trustee.
   
4.4    Seventh Supplemental Indenture, dated as of September 23, 2021, to the Indenture dated as of January 25, 2019, by and among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the Subsidiary Guarantors party thereto and U.S. Bank National Association, as Trustee.
   
4.5    First Supplemental Indenture, dated as of September 23, 2021, to the Indenture dated as of June 5, 2020, by and among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the Subsidiary Guarantors party thereto and U.S. Bank National Association, as Trustee.
   
4.6    First Supplemental Indenture, dated as of September 23, 2021, to the Indenture dated as of November 19, 2020, by and among MGM Growth Properties Operating Partnership LP, MGP Finance Co-Issuer, Inc., the Subsidiary Guarantors party thereto and U.S. Bank National Association, as Trustee.
   
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
        MGM Growth Properties LLC
       
Date: September 27, 2021       By:  
/s/ Jessica Cunningham
        Name:   Jessica Cunningham
        Title:   Secretary
     
        MGM Growth Properties Operating Partnership LP
       
Date: September 27, 2021       By:  
/s/ Jessica Cunningham
        Name:   Jessica Cunningham
        Title:   Secretary

Exhibit 4.1

SEVENTH SUPPLEMENTAL INDENTURE TO INDENTURE

SEVENTH SUPPLEMENTAL INDENTURE (this “Seventh Supplemental Indenture”), dated as of September 23, 2021, among MGP Finance Co-Issuer, Inc., a Delaware corporation (the “Co-Issuer”), MGM Growth Properties Operating Partnership LP, a Delaware limited partnership (the “Issuer” and, together with the Co-Issuer, the “Issuers”), the Subsidiary Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as Trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Issuers have heretofore executed and delivered to the Trustee an indenture, dated as of April 20, 2016 (as amended or supplemented as of the date hereof, the “Indenture”), providing for the issuance of 5.625% Senior Notes due 2024 (the “Notes”);

WHEREAS, Section 9.02 of the Indenture provides that the Indenture may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes, subject to certain exceptions set forth in Section 9.02 (not applicable to the amendments to the Indenture to be effected by this Seventh Supplemental Indenture), which require the affirmative consent of each Holder affected thereby;

WHEREAS, VICI Properties L.P., a Delaware limited partnership, and VICI Note Co. Inc., a Delaware corporation (together, the “VICI Issuers”), on behalf of the Issuers, have solicited from Holders of the Notes, upon the terms and subject to the conditions set forth in the offering memorandum, dated September 13, 2021 (the “Offering Memorandum”), consents (“Consents”) to the amendments of certain provisions of the Indenture as set forth in Section 4 hereof (the “Proposed Amendments”);

WHEREAS, as of the date hereof, eligible Holders of at least a majority in aggregate principal amount of the Notes (the “Consenting Holders”) have validly tendered, and not withdrawn, their Consents to the adoption of the Proposed Amendments to be effectuated by this Seventh Supplemental Indenture in accordance with the provisions of the Indenture, and the Issuers, having received the requisite consents for the Proposed Amendments, desire to amend the Indenture as provided in this Seventh Supplemental Indenture;

WHEREAS, in accordance with Section 9.02 of the Indenture, the Consenting Holders, by delivery of their Consents, have permitted and approved any and all conforming changes, including conforming amendments, to the Notes and any related documents and any documents appended thereto that may be required by, or as a result of, this Seventh Supplemental Indenture; and

WHEREAS, all things necessary to make this Seventh Supplemental Indenture a valid and binding agreement of the parties, in accordance with its terms, and a valid amendment of, and supplement to, the Indenture have been done, and the execution and delivery of this Seventh Supplemental Indenture have been duly authorized in all respects and, pursuant to Section 9.02 of the Indenture, the Issuers, the Subsidiary Guarantors and the Trustee are authorized to execute and deliver this Seventh Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuers, the Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. RELATIONSHIP WITH INDENTURE. The terms and provisions contained in this Seventh Supplemental Indenture will constitute, and are hereby expressly made, a part of the Indenture, and the Issuers, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Seventh Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. The Indenture and this Seventh Supplemental Indenture shall be read, taken and construed as one and the same instrument. In the event that any provision of this Seventh

 

1


Supplemental Indenture expressly limits, qualifies or conflicts with a provision of the Indenture, such provision of this Seventh Supplemental Indenture shall control.

3. EFFECTIVENESS; CONDITIONS PRECEDENT.

 

  (a)

The Issuers and the Subsidiary Guarantors represent and warrant that each of the conditions precedent to the amendment and supplement of the Indenture (including such conditions pursuant to Article 9 of the Indenture) have been satisfied in all respects. Pursuant to Section 9.02 of the Indenture, the Consenting Holders, voting as a single class, have consented to the amendments set forth in Section 4 hereof with respect to the Notes and the Indenture and have authorized and directed the Trustee to execute this Seventh Supplemental Indenture. The Issuers, the Subsidiary Guarantors and the Trustee are on this date executing this Seventh Supplemental Indenture, which will become effective on the date hereof.

 

  (b)

The amendments set forth in Section 4 hereof shall become operative, and the terms of the Indenture and the Notes shall be amended as provided for in Section 4 below, upon written notice from the Issuers to the Trustee that the VICI Issuers have made the Consent Payment (as defined in the Offering Memorandum) to each of the Consenting Holders whose Consent has been accepted by the VICI Issuers in accordance with the terms of the Offering Memorandum. If the Trustee receives written notice from the Issuers that the Consent Payment has not been made in accordance with the terms of the Offering Memorandum, this Seventh Supplemental Indenture shall terminate immediately without any amendments contained in Section 4 hereof becoming or remaining operative, as applicable, and without the need for further action hereunder or thereunder.

4. INDENTURE AMENDMENTS. Pursuant to Section 9.02 of the Indenture, and subject to Section 3(b) of this Seventh Supplemental Indenture, the Indenture and the Notes are hereby amended as follows:

 

  (a)

Section 4.02 (“Maintenance of Office or Agency”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (b)

Section 4.03 (“Reports”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (c)

Section 4.04 (“Compliance Certificate”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (d)

Section 4.07 (“Restricted Payments”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (e)

Section 4.08 (“Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (f)

Section 4.09 (“Incurrence of Indebtedness”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (g)

Section 4.10 (“Asset Sales”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (h)

Section 4.11 (“Transactions with Affiliates”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (i)

Section 4.12 (“Liens”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (j)

Section 4.13 (“Corporate Existence”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (k)

Section 4.14 (“Offer to Repurchase Upon Change of Control”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

2


  (l)

Section 4.15 (“Limitation on Issuances of Guarantees by Subsidiary Guarantors”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (m)

Section 4.17 (“Activities of Co-Issuer”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (n)

Section 4.18 (“Escrow Issuer Status Prior to Escrow Release Date”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (o)

Section 4.19 (“Initial Master Lease”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (p)

Section 4.20 (“Further Assurances”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (q)

Section 5.01 (“Merger, Consolidation or Sale of Assets”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (r)

Section 6.01(3) – (9) (“Events of Default”) of the Indenture are each deleted in their entirety and replaced with “Reserved.”

5. CONFORMING CHANGES. In accordance with Section 9.02 of the Indenture, the Consenting Holders, by delivery of their Consents, permitted and approved any and all conforming changes, including conforming amendments, to the Notes to which their Consents related and any related documents and any documents appended thereto that may be required by, or as a result of, this Seventh Supplemental Indenture.

6. NOTES. The Notes, with effect on and from the date hereof, shall be deemed supplemented, modified and amended in such manner as necessary to make the terms of the Notes consistent with the terms of the Indenture, as amended by this Seventh Supplemental Indenture.

7. RATIFICATION OF THE INDENTURE; SEVENTH SUPPLEMENTAL INDENTURE PART OF THE INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Seventh Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound hereby. Upon and after the execution of this Seventh Supplemental Indenture, each reference to the Indenture or the Notes in the Indenture or the Notes shall mean and be a reference to the Indenture or the Notes as modified hereby after giving effect to this Seventh Supplemental Indenture. The rights, protections and indemnities provided to the Trustee under the Indenture shall apply to any action (or inaction) of the Trustee in connection herewith, including in connection with the execution and delivery of this Seventh Supplemental Indenture.

8. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SEVENTH SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

9. COUNTERPARTS. The parties may sign any number of copies of this Seventh Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

10. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

11. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Seventh Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuers and the Subsidiary Guarantors.

 

3


12. SEPARABILITY CLAUSE. In case any provision in this Seventh Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

13. SUCCESSORS AND ASSIGNS. All covenants and agreements in this Seventh Supplemental Indenture by the Issuers and the Subsidiary Guarantors shall bind their respective successors and assigns, whether so expressed or not.

[Signatures on following page]

 

4


IN WITNESS WHEREOF, the parties hereto have caused this Seventh Supplemental Indenture to be duly executed and attested, all as of the date first above written.

Dated: September 23, 2021

 

Issuers:

MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP

By:

 

/s/ Jessica Cunningham

 

Name:

 

Jessica Cunningham

 

Title:

 

Secretary

MGP FINANCE CO-ISSUER, INC.

By:

 

/s/ Jessica Cunningham

 

Name:

 

Jessica Cunningham

 

Title:

 

Secretary

 

[Signature Page to Seventh Supplemental Indenture (2024 Notes)]


Subsidiary Guarantors:

MGP LESSOR HOLDINGS, LLC

By:

 

/s/ Jessica Cunningham

 

Name:

 

Jessica Cunningham

 

Title:

 

Secretary

MGP LESSOR, LLC

By:

 

/s/ Jessica Cunningham

 

Name:

 

Jessica Cunningham

 

Title:

 

Secretary

MGP LESSOR II, LLC

By:

 

/s/ Jessica Cunningham

 

Name:

 

Jessica Cunningham

 

Title:

 

Secretary

MGP YONKERS REALTY SUB, LLC

By:

 

/s/ Jessica Cunningham

 

Name:

 

Jessica Cunningham

 

Title:

 

Secretary

YRL ASSOCIATES, L.P.

By: MGP Lessor, LLC

Its: General Partner

By:

 

/s/ Jessica Cunningham

 

Name:

 

Jessica Cunningham

 

Title:

 

Secretary

 

[Signature Page to Seventh Supplemental Indenture (2024 Notes)]


Trustee:

U.S. BANK NATIONAL ASSOCIATION

as Trustee

By:

 

/s/ Joshua A. Hahn

 

Authorized Signatory

 

[Signature Page to Seventh Supplemental Indenture (2024 Notes)]

Exhibit 4.2

SEVENTH SUPPLEMENTAL INDENTURE TO INDENTURE

SEVENTH SUPPLEMENTAL INDENTURE (this “Seventh Supplemental Indenture”), dated as of September 23, 2021, among MGP Finance Co-Issuer, Inc., a Delaware corporation (the “Co-Issuer”), MGM Growth Properties Operating Partnership LP, a Delaware limited partnership (the “Issuer” and, together with the Co-Issuer, the “Issuers”), the Subsidiary Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as Trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Issuers have heretofore executed and delivered to the Trustee an indenture, dated as of August 12, 2016 (as amended or supplemented as of the date hereof, the “Indenture”), providing for the issuance of 4.500% Senior Notes due 2026 (the “Notes”);

WHEREAS, Section 9.02 of the Indenture provides that the Indenture may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes, subject to certain exceptions set forth in Section 9.02 (not applicable to the amendments to the Indenture to be effected by this Seventh Supplemental Indenture), which require the affirmative consent of each Holder affected thereby;

WHEREAS, VICI Properties L.P., a Delaware limited partnership, and VICI Note Co. Inc., a Delaware corporation (together, the “VICI Issuers”), on behalf of the Issuers, have solicited from Holders of the Notes, upon the terms and subject to the conditions set forth in the offering memorandum, dated September 13, 2021 (the “Offering Memorandum”), consents (“Consents”) to the amendments of certain provisions of the Indenture as set forth in Section 4 hereof (the “Proposed Amendments”);

WHEREAS, as of the date hereof, eligible Holders of at least a majority in aggregate principal amount of the Notes (the “Consenting Holders”) have validly tendered, and not withdrawn, their Consents to the adoption of the Proposed Amendments to be effectuated by this Seventh Supplemental Indenture in accordance with the provisions of the Indenture, and the Issuers, having received the requisite consents for the Proposed Amendments, desire to amend the Indenture as provided in this Seventh Supplemental Indenture;

WHEREAS, in accordance with Section 9.02 of the Indenture, the Consenting Holders, by delivery of their Consents, have permitted and approved any and all conforming changes, including conforming amendments, to the Notes and any related documents and any documents appended thereto that may be required by, or as a result of, this Seventh Supplemental Indenture; and

WHEREAS, all things necessary to make this Seventh Supplemental Indenture a valid and binding agreement of the parties, in accordance with its terms, and a valid amendment of, and supplement to, the Indenture have been done, and the execution and delivery of this Seventh Supplemental Indenture have been duly authorized in all respects and, pursuant to Section 9.02 of the Indenture, the Issuers, the Subsidiary Guarantors and the Trustee are authorized to execute and deliver this Seventh Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuers, the Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. RELATIONSHIP WITH INDENTURE. The terms and provisions contained in this Seventh Supplemental Indenture will constitute, and are hereby expressly made, a part of the Indenture, and the Issuers, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Seventh Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. The Indenture and this Seventh Supplemental Indenture shall be read, taken and construed as one and the same instrument. In the event that any provision of this Seventh Supplemental Indenture expressly limits, qualifies or conflicts with a provision of the Indenture, such provision of this Seventh Supplemental Indenture shall control.

 

1


3. EFFECTIVENESS; CONDITIONS PRECEDENT.

 

  (a)

The Issuers and the Subsidiary Guarantors represent and warrant that each of the conditions precedent to the amendment and supplement of the Indenture (including such conditions pursuant to Article 9 of the Indenture) have been satisfied in all respects. Pursuant to Section 9.02 of the Indenture, the Consenting Holders, voting as a single class, have consented to the amendments set forth in Section 4 hereof with respect to the Notes and the Indenture and have authorized and directed the Trustee to execute this Seventh Supplemental Indenture. The Issuers, the Subsidiary Guarantors and the Trustee are on this date executing this Seventh Supplemental Indenture, which will become effective on the date hereof.

 

  (b)

The amendments set forth in Section 4 hereof shall become operative, and the terms of the Indenture and the Notes shall be amended as provided for in Section 4 below, upon written notice from the Issuers to the Trustee that the VICI Issuers have made the Consent Payment (as defined in the Offering Memorandum) to each of the Consenting Holders whose Consent has been accepted by the VICI Issuers in accordance with the terms of the Offering Memorandum. If the Trustee receives written notice from the Issuers that the Consent Payment has not been made in accordance with the terms of the Offering Memorandum, this Seventh Supplemental Indenture shall terminate immediately without any amendments contained in Section 4 hereof becoming or remaining operative, as applicable, and without the need for further action hereunder or thereunder.

4. INDENTURE AMENDMENTS. Pursuant to Section 9.02 of the Indenture, and subject to Section 3(b) of this Seventh Supplemental Indenture, the Indenture and the Notes are hereby amended as follows:

 

  (a)

Section 4.02 (“Maintenance of Office or Agency”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (b)

Section 4.03 (“Reports”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (c)

Section 4.04 (“Compliance Certificate”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (d)

Section 4.07 (“Restricted Payments”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (e)

Section 4.08 (“Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (f)

Section 4.09 (“Incurrence of Indebtedness”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (g)

Section 4.10 (“Asset Sales”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (h)

Section 4.11 (“Transactions with Affiliates”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (i)

Section 4.12 (“Liens”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (j)

Section 4.13 (“Corporate Existence”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (k)

Section 4.14 (“Offer to Repurchase Upon Change of Control”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (l)

Section 4.15 (“Limitation on Issuances of Guarantees by Subsidiary Guarantors”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

2


  (m)

Section 4.17 (“Activities of Co-Issuer”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (n)

Section 4.18 (“Initial Master Lease”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (o)

Section 4.19 (“Further Assurances”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (p)

Section 5.01 (“Merger, Consolidation or Sale of Assets”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (q)

Section 6.01(3) – (7) (“Events of Default”) of the Indenture are each deleted in their entirety and replaced with “Reserved.”

5. CONFORMING CHANGES. In accordance with Section 9.02 of the Indenture, the Consenting Holders, by delivery of their Consents, permitted and approved any and all conforming changes, including conforming amendments, to the Notes to which their Consents related and any related documents and any documents appended thereto that may be required by, or as a result of, this Seventh Supplemental Indenture.

6. NOTES. The Notes, with effect on and from the date hereof, shall be deemed supplemented, modified and amended in such manner as necessary to make the terms of the Notes consistent with the terms of the Indenture, as amended by this Seventh Supplemental Indenture.

7. Ratification OF THE INDENTURE; SEVENTH SUPPLEMENTAL INDENTURE PART OF THE INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Seventh Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound hereby. Upon and after the execution of this Seventh Supplemental Indenture, each reference to the Indenture or the Notes in the Indenture or the Notes shall mean and be a reference to the Indenture or the Notes as modified hereby after giving effect to this Seventh Supplemental Indenture. The rights, protections and indemnities provided to the Trustee under the Indenture shall apply to any action (or inaction) of the Trustee in connection herewith, including in connection with the execution and delivery of this Seventh Supplemental Indenture.

8. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SEVENTH SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

9. COUNTERPARTS. The parties may sign any number of copies of this Seventh Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

10. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

11. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Seventh Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuers and the Subsidiary Guarantors.

12. SEPARABILITY CLAUSE. In case any provision in this Seventh Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

13. SUCCESSORS AND ASSIGNS. All covenants and agreements in this Seventh Supplemental Indenture by the Issuers and the Subsidiary Guarantors shall bind their respective successors and assigns, whether so expressed or not.

[Signatures on following page]

 

3


IN WITNESS WHEREOF, the parties hereto have caused this Seventh Supplemental Indenture to be duly executed and attested, all as of the date first above written.

Dated: September 23, 2021

 

Issuers:

MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP

By:

 

/s/ Jessica Cunningham

 

Name:

 

Jessica Cunningham

 

Title:

 

Secretary

MGP FINANCE CO-ISSUER, INC.

By:

 

/s/ Jessica Cunningham

 

Name:

 

Jessica Cunningham

 

Title:

 

Secretary

 

[Signature Page to Seventh Supplemental Indenture (2026 Notes)]


Subsidiary Guarantors:

MGP LESSOR HOLDINGS, LLC

By:

 

/s/ Jessica Cunningham

 

Name:

 

Jessica Cunningham

 

Title:

 

Secretary

MGP LESSOR, LLC

By:

 

/s/ Jessica Cunningham

 

Name:

 

Jessica Cunningham

 

Title:

 

Secretary

MGP LESSOR II, LLC

By:

 

/s/ Jessica Cunningham

 

Name:

 

Jessica Cunningham

 

Title:

 

Secretary

MGP YONKERS REALTY SUB, LLC

By:

 

/s/ Jessica Cunningham

 

Name:

 

Jessica Cunningham

 

Title:

 

Secretary

YRL ASSOCIATES, L.P.

By: MGP Lessor, LLC

Its: General Partner

By:

 

/s/ Jessica Cunningham

 

Name:

 

Jessica Cunningham

 

Title:

 

Secretary

 

[Signature Page to Seventh Supplemental Indenture (2026 Notes)]


Trustee:

U.S. BANK NATIONAL ASSOCIATION

as Trustee

By:

 

/s/ Joshua A. Hahn

 

Authorized Signatory

 

[Signature Page to Seventh Supplemental Indenture (2026 Notes)]

Exhibit 4.3

SEVENTH SUPPLEMENTAL INDENTURE TO INDENTURE

SEVENTH SUPPLEMENTAL INDENTURE (this “Seventh Supplemental Indenture”), dated as of September 23, 2021, among MGP Finance Co-Issuer, Inc., a Delaware corporation (the “Co-Issuer”), MGM Growth Properties Operating Partnership LP, a Delaware limited partnership (the “Issuer” and, together with the Co-Issuer, the “Issuers”), the Subsidiary Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as Trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Issuers have heretofore executed and delivered to the Trustee an indenture, dated as of September 21, 2017 (as amended or supplemented as of the date hereof, the “Indenture”), providing for the issuance of 4.500% Senior Notes due 2028 (the “Notes”);

WHEREAS, Section 9.02 of the Indenture provides that the Indenture may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes, subject to certain exceptions set forth in Section 9.02 (not applicable to the amendments to the Indenture to be effected by this Seventh Supplemental Indenture), which require the affirmative consent of each Holder affected thereby;

WHEREAS, VICI Properties L.P., a Delaware limited partnership, and VICI Note Co. Inc., a Delaware corporation (together, the “VICI Issuers”), on behalf of the Issuers, have solicited from Holders of the Notes, upon the terms and subject to the conditions set forth in the offering memorandum, dated September 13, 2021 (the “Offering Memorandum”), consents (“Consents”) to the amendments of certain provisions of the Indenture as set forth in Section 4 hereof (the “Proposed Amendments”);

WHEREAS, as of the date hereof, eligible Holders of at least a majority in aggregate principal amount of the Notes (the “Consenting Holders”) have validly tendered, and not withdrawn, their Consents to the adoption of the Proposed Amendments to be effectuated by this Seventh Supplemental Indenture in accordance with the provisions of the Indenture, and the Issuers, having received the requisite consents for the Proposed Amendments, desire to amend the Indenture as provided in this Seventh Supplemental Indenture;

WHEREAS, in accordance with Section 9.02 of the Indenture, the Consenting Holders, by delivery of their Consents, have permitted and approved any and all conforming changes, including conforming amendments, to the Notes and any related documents and any documents appended thereto that may be required by, or as a result of, this Seventh Supplemental Indenture; and

WHEREAS, all things necessary to make this Seventh Supplemental Indenture a valid and binding agreement of the parties, in accordance with its terms, and a valid amendment of, and supplement to, the Indenture have been done, and the execution and delivery of this Seventh Supplemental Indenture have been duly authorized in all respects and, pursuant to Section 9.02 of the Indenture, the Issuers, the Subsidiary Guarantors and the Trustee are authorized to execute and deliver this Seventh Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuers, the Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. RELATIONSHIP WITH INDENTURE. The terms and provisions contained in this Seventh Supplemental Indenture will constitute, and are hereby expressly made, a part of the Indenture, and the Issuers, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Seventh Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. The Indenture and this Seventh Supplemental Indenture shall be read, taken and construed as one and the same instrument. In the event that any provision of this Seventh Supplemental Indenture expressly limits, qualifies or conflicts with a provision of the Indenture, such provision of this Seventh Supplemental Indenture shall control.

 

1


3. EFFECTIVENESS; CONDITIONS PRECEDENT.

 

  (a)

The Issuers and the Subsidiary Guarantors represent and warrant that each of the conditions precedent to the amendment and supplement of the Indenture (including such conditions pursuant to Article 9 of the Indenture) have been satisfied in all respects. Pursuant to Section 9.02 of the Indenture, the Consenting Holders, voting as a single class, have consented to the amendments set forth in Section 4 hereof with respect to the Notes and the Indenture and have authorized and directed the Trustee to execute this Seventh Supplemental Indenture. The Issuers, the Subsidiary Guarantors and the Trustee are on this date executing this Seventh Supplemental Indenture, which will become effective on the date hereof.

 

  (b)

The amendments set forth in Section 4 hereof shall become operative, and the terms of the Indenture and the Notes shall be amended as provided for in Section 4 below, upon written notice from the Issuers to the Trustee that the VICI Issuers have made the Consent Payment (as defined in the Offering Memorandum) to each of the Consenting Holders whose Consent has been accepted by the VICI Issuers in accordance with the terms of the Offering Memorandum. If the Trustee receives written notice from the Issuers that the Consent Payment has not been made in accordance with the terms of the Offering Memorandum, this Seventh Supplemental Indenture shall terminate immediately without any amendments contained in Section 4 hereof becoming or remaining operative, as applicable, and without the need for further action hereunder or thereunder.

4. INDENTURE AMENDMENTS. Pursuant to Section 9.02 of the Indenture, and subject to Section 3(b) of this Seventh Supplemental Indenture, the Indenture and the Notes are hereby amended as follows:

 

  (a)

Section 4.02 (“Maintenance of Office or Agency”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (b)

Section 4.03 (“Reports”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (c)

Section 4.04 (“Compliance Certificate”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (d)

Section 4.06 (“Restricted Payments”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (e)

Section 4.07 (“Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (f)

Section 4.08 (“Incurrence of Indebtedness”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (g)

Section 4.09 (“Asset Sales”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (h)

Section 4.10 (“Transactions with Affiliates”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (i)

Section 4.11 (“Liens”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (j)

Section 4.12 (“Corporate Existence”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (k)

Section 4.13 (“Offer to Repurchase Upon Change of Control”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (l)

Section 4.14 (“Limitation on Issuances of Guarantees by Subsidiary Guarantors”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

2


  (m)

Section 4.16 (“Activities of Co-Issuer”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (n)

Section 4.17 (“Initial Master Lease”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (o)

Section 4.18 (“Further Assurances”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (p)

Section 5.01 (“Merger, Consolidation or Sale of Assets”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (q)

Section 6.01(3) – (7) (“Events of Default”) of the Indenture are each deleted in their entirety and replaced with “Reserved.”

5. CONFORMING CHANGES. In accordance with Section 9.02 of the Indenture, the Consenting Holders, by delivery of their Consents, permitted and approved any and all conforming changes, including conforming amendments, to the Notes to which their Consents related and any related documents and any documents appended thereto that may be required by, or as a result of, this Seventh Supplemental Indenture.

6. NOTES. The Notes, with effect on and from the date hereof, shall be deemed supplemented, modified and amended in such manner as necessary to make the terms of the Notes consistent with the terms of the Indenture, as amended by this Seventh Supplemental Indenture.

7. Ratification OF THE INDENTURE; SEVENTH SUPPLEMENTAL INDENTURE PART OF THE INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Seventh Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound hereby. Upon and after the execution of this Seventh Supplemental Indenture, each reference to the Indenture or the Notes in the Indenture or the Notes shall mean and be a reference to the Indenture or the Notes as modified hereby after giving effect to this Seventh Supplemental Indenture. The rights, protections and indemnities provided to the Trustee under the Indenture shall apply to any action (or inaction) of the Trustee in connection herewith, including in connection with the execution and delivery of this Seventh Supplemental Indenture.

8. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SEVENTH SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

9. COUNTERPARTS. The parties may sign any number of copies of this Seventh Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

10. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

11. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Seventh Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuers and the Subsidiary Guarantors.

12. SEPARABILITY CLAUSE. In case any provision in this Seventh Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

13. Successors AND ASSIGNS. All covenants and agreements in this Seventh Supplemental Indenture by the Issuers and the Subsidiary Guarantors shall bind their respective successors and assigns, whether so expressed or not.

[Signatures on following page]

 

3


IN WITNESS WHEREOF, the parties hereto have caused this Seventh Supplemental Indenture to be duly executed and attested, all as of the date first above written.

Dated: September 23, 2021

 

Issuers:
MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP

By:

 

/s/ Jessica Cunningham

 

Name:

 

Jessica Cunningham

 

Title:

 

Secretary

MGP FINANCE CO-ISSUER, INC.

By:

 

/s/ Jessica Cunningham

 

Name:

 

Jessica Cunningham

 

Title:

 

Secretary

 

[Signature Page to Seventh Supplemental Indenture (2028 Notes)]


Subsidiary Guarantors:
MGP LESSOR HOLDINGS, LLC

By:

 

/s/ Jessica Cunningham

 

Name:

 

Jessica Cunningham

 

Title:

 

Secretary

MGP LESSOR, LLC

By:

 

/s/ Jessica Cunningham

 

Name:

 

Jessica Cunningham

 

Title:

 

Secretary

MGP LESSOR II, LLC

By:

 

/s/ Jessica Cunningham

 

Name:

 

Jessica Cunningham

 

Title:

 

Secretary

 

MGP YONKERS REALTY SUB, LLC

By:

 

/s/ Jessica Cunningham

 

Name:

 

Jessica Cunningham

 

Title:

 

Secretary

YRL ASSOCIATES, L.P.

By: MGP Lessor, LLC

Its: General Partner

By:

 

/s/ Jessica Cunningham

 

Name:

 

Jessica Cunningham

 

Title:

 

Secretary

 

[Signature Page to Seventh Supplemental Indenture (2028 Notes)]


Trustee:
U.S. BANK NATIONAL ASSOCIATION

as Trustee

By:

 

/s/ Joshua A. Hahn

 

Authorized Signatory

 

[Signature Page to Seventh Supplemental Indenture (2028 Notes)]

Exhibit 4.4

SEVENTH SUPPLEMENTAL INDENTURE TO INDENTURE

SEVENTH SUPPLEMENTAL INDENTURE (this “Seventh Supplemental Indenture”), dated as of September 23, 2021, among MGP Finance Co-Issuer, Inc., a Delaware corporation (the “Co-Issuer”), MGM Growth Properties Operating Partnership LP, a Delaware limited partnership (the “Issuer” and, together with the Co-Issuer, the “Issuers”), the Subsidiary Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as Trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Issuers have heretofore executed and delivered to the Trustee an indenture, dated as of January 25, 2019 (as amended or supplemented as of the date hereof, the “Indenture”), providing for the issuance of 5.750% Senior Notes due 2027 (the “Notes”);

WHEREAS, Section 9.02 of the Indenture provides that the Indenture may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes, subject to certain exceptions set forth in Section 9.02 (not applicable to the amendments to the Indenture to be effected by this Seventh Supplemental Indenture), which require the affirmative consent of each Holder affected thereby;

WHEREAS, VICI Properties L.P., a Delaware limited partnership, and VICI Note Co. Inc., a Delaware corporation (together, the “VICI Issuers”), on behalf of the Issuers, have solicited from Holders of the Notes, upon the terms and subject to the conditions set forth in the offering memorandum, dated September 13, 2021 (the “Offering Memorandum”), consents (“Consents”) to the amendments of certain provisions of the Indenture as set forth in Section 4 hereof (the “Proposed Amendments”);

WHEREAS, as of the date hereof, eligible Holders of at least a majority in aggregate principal amount of the Notes (the “Consenting Holders”) have validly tendered, and not withdrawn, their Consents to the adoption of the Proposed Amendments to be effectuated by this Seventh Supplemental Indenture in accordance with the provisions of the Indenture, and the Issuers, having received the requisite consents for the Proposed Amendments, desire to amend the Indenture as provided in this Seventh Supplemental Indenture;

WHEREAS, in accordance with Section 9.02 of the Indenture, the Consenting Holders, by delivery of their Consents, have permitted and approved any and all conforming changes, including conforming amendments, to the Notes and any related documents and any documents appended thereto that may be required by, or as a result of, this Seventh Supplemental Indenture; and

WHEREAS, all things necessary to make this Seventh Supplemental Indenture a valid and binding agreement of the parties, in accordance with its terms, and a valid amendment of, and supplement to, the Indenture have been done, and the execution and delivery of this Seventh Supplemental Indenture have been duly authorized in all respects and, pursuant to Section 9.02 of the Indenture, the Issuers, the Subsidiary Guarantors and the Trustee are authorized to execute and deliver this Seventh Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuers, the Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. RELATIONSHIP WITH INDENTURE. The terms and provisions contained in this Seventh Supplemental Indenture will constitute, and are hereby expressly made, a part of the Indenture, and the Issuers, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Seventh Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. The Indenture and this Seventh Supplemental Indenture shall be read, taken and construed as one and the same instrument. In the event that any provision of this Seventh

 

1


Supplemental Indenture expressly limits, qualifies or conflicts with a provision of the Indenture, such provision of this Seventh Supplemental Indenture shall control.

3. EFFECTIVENESS; CONDITIONS PRECEDENT.

 

  (a)

The Issuers and the Subsidiary Guarantors represent and warrant that each of the conditions precedent to the amendment and supplement of the Indenture (including such conditions pursuant to Article 9 of the Indenture) have been satisfied in all respects. Pursuant to Section 9.02 of the Indenture, the Consenting Holders, voting as a single class, have consented to the amendments set forth in Section 4 hereof with respect to the Notes and the Indenture and have authorized and directed the Trustee to execute this Seventh Supplemental Indenture. The Issuers, the Subsidiary Guarantors and the Trustee are on this date executing this Seventh Supplemental Indenture, which will become effective on the date hereof.

 

  (b)

The amendments set forth in Section 4 hereof shall become operative, and the terms of the Indenture and the Notes shall be amended as provided for in Section 4 below, upon written notice from the Issuers to the Trustee that the VICI Issuers have made the Consent Payment (as defined in the Offering Memorandum) to each of the Consenting Holders whose Consent has been accepted by the VICI Issuers in accordance with the terms of the Offering Memorandum. If the Trustee receives written notice from the Issuers that the Consent Payment has not been made in accordance with the terms of the Offering Memorandum, this Seventh Supplemental Indenture shall terminate immediately without any amendments contained in Section 4 hereof becoming or remaining operative, as applicable, and without the need for further action hereunder or thereunder.

4. INDENTURE AMENDMENTS. Pursuant to Section 9.02 of the Indenture, and subject to Section 3(b) of this Seventh Supplemental Indenture, the Indenture and the Notes are hereby amended as follows:

 

  (a)

Section 4.02 (“Maintenance of Office or Agency”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (b)

Section 4.03 (“Reports”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (c)

Section 4.04 (“Compliance Certificate”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (d)

Section 4.06 (“Restricted Payments”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (e)

Section 4.07 (“Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (f)

Section 4.08 (“Incurrence of Indebtedness”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (g)

Section 4.09 (“Asset Sales”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (h)

Section 4.10 (“Transactions with Affiliates”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (i)

Section 4.11 (“Liens”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (j)

Section 4.12 (“Corporate Existence”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (k)

Section 4.13 (“Offer to Repurchase Upon Change of Control”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

2


  (l)

Section 4.14 (“Limitation on Issuances of Guarantees by Subsidiary Guarantors”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (m)

Section 4.16 (“Restrictions on Activities of Co-Issuer”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (n)

Section 4.17 (“Master Lease”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (o)

Section 4.18 (“Future Guarantors”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (p)

Section 5.01 (“Consolidation, Merger and Sale of Assets”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (q)

Section 6.01(3) – (7) (“Events of Default”) of the Indenture are each deleted in their entirety and replaced with “Reserved.”

5. CONFORMING CHANGES. In accordance with Section 9.02 of the Indenture, the Consenting Holders, by delivery of their Consents, permitted and approved any and all conforming changes, including conforming amendments, to the Notes to which their Consents related and any related documents and any documents appended thereto that may be required by, or as a result of, this Seventh Supplemental Indenture.

6. NOTES. The Notes, with effect on and from the date hereof, shall be deemed supplemented, modified and amended in such manner as necessary to make the terms of the Notes consistent with the terms of the Indenture, as amended by this Seventh Supplemental Indenture.

7. Ratification OF THE INDENTURE; SEVENTH SUPPLEMENTAL INDENTURE PART OF THE INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Seventh Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound hereby. Upon and after the execution of this Seventh Supplemental Indenture, each reference to the Indenture or the Notes in the Indenture or the Notes shall mean and be a reference to the Indenture or the Notes as modified hereby after giving effect to this Seventh Supplemental Indenture. The rights, protections and indemnities provided to the Trustee under the Indenture shall apply to any action (or inaction) of the Trustee in connection herewith, including in connection with the execution and delivery of this Seventh Supplemental Indenture.

8. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SEVENTH SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

9. COUNTERPARTS. The parties may sign any number of copies of this Seventh Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

10. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

11. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Seventh Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuers and the Subsidiary Guarantors.

12. SEPARABILITY CLAUSE. In case any provision in this Seventh Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

13. Successors AND ASSIGNS. All covenants and agreements in this Seventh Supplemental Indenture by the Issuers and the Subsidiary Guarantors shall bind their respective successors and assigns, whether so expressed or not.

 

3


[Signatures on following page]

 

4


IN WITNESS WHEREOF, the parties hereto have caused this Seventh Supplemental Indenture to be duly executed and attested, all as of the date first above written.

Dated: September 23, 2021

 

Issuers:
MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP

By:

 

/s/ Jessica Cunningham

 

Name:

 

Jessica Cunningham

 

Title:

 

Secretary

MGP FINANCE CO-ISSUER, INC.

By:

 

/s/ Jessica Cunningham

 

Name:

 

Jessica Cunningham

 

Title:

 

Secretary

 

[Signature Page to Seventh Supplemental Indenture (2027 Notes)]


Subsidiary Guarantors:
MGP LESSOR HOLDINGS, LLC

By:

 

/s/ Jessica Cunningham

 

Name:

 

Jessica Cunningham

 

Title:

 

Secretary

MGP LESSOR, LLC

By:

 

/s/ Jessica Cunningham

 

Name:

 

Jessica Cunningham

 

Title:

 

Secretary

MGP LESSOR II, LLC

By:

 

/s/ Jessica Cunningham

 

Name:

 

Jessica Cunningham

 

Title:

 

Secretary

 

MGP YONKERS REALTY SUB, LLC

By:

 

/s/ Jessica Cunningham

 

Name:

 

Jessica Cunningham

 

Title:

 

Secretary

YRL ASSOCIATES, L.P.

By: MGP Lessor, LLC

Its: General Partner

By:

 

/s/ Jessica Cunningham

 

Name:

 

Jessica Cunningham

 

Title:

 

Secretary

 

[Signature Page to Seventh Supplemental Indenture (2027 Notes)]


Trustee:
U.S. BANK NATIONAL ASSOCIATION

as Trustee

By:

 

/s/ Joshua A. Hahn

 

Authorized Signatory

 

[Signature Page to Seventh Supplemental Indenture (2027 Notes)]

Exhibit 4.5

FIRST SUPPLEMENTAL INDENTURE TO INDENTURE

FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of September 23, 2021, among MGP Finance Co-Issuer, Inc., a Delaware corporation (the “Co-Issuer”), MGM Growth Properties Operating Partnership LP, a Delaware limited partnership (the “Issuer” and, together with the Co-Issuer, the “Issuers”), the Subsidiary Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as Trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Issuers have heretofore executed and delivered to the Trustee an indenture, dated as of June 5, 2020 (as amended or supplemented as of the date hereof, the “Indenture”), providing for the issuance of 4.625% Senior Notes due 2025 (the “Notes”);

WHEREAS, Section 9.02 of the Indenture provides that the Indenture may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes, subject to certain exceptions set forth in Section 9.02 (not applicable to the amendments to the Indenture to be effected by this First Supplemental Indenture), which require the affirmative consent of each Holder affected thereby;

WHEREAS, VICI Properties L.P., a Delaware limited partnership, and VICI Note Co. Inc., a Delaware corporation (together, the “VICI Issuers”), on behalf of the Issuers, have solicited from Holders of the Notes, upon the terms and subject to the conditions set forth in the offering memorandum, dated September 13, 2021 (the “Offering Memorandum”), consents (“Consents”) to the amendments of certain provisions of the Indenture as set forth in Section 4 hereof (the “Proposed Amendments”);

WHEREAS, as of the date hereof, eligible Holders of at least a majority in aggregate principal amount of the Notes (the “Consenting Holders”) have validly tendered, and not withdrawn, their Consents to the adoption of the Proposed Amendments to be effectuated by this First Supplemental Indenture in accordance with the provisions of the Indenture, and the Issuers, having received the requisite consents for the Proposed Amendments, desire to amend the Indenture as provided in this First Supplemental Indenture;

WHEREAS, in accordance with Section 9.02 of the Indenture, the Consenting Holders, by delivery of their Consents, have permitted and approved any and all conforming changes, including conforming amendments, to the Notes and any related documents and any documents appended thereto that may be required by, or as a result of, this First Supplemental Indenture; and

WHEREAS, all things necessary to make this First Supplemental Indenture a valid and binding agreement of the parties, in accordance with its terms, and a valid amendment of, and supplement to, the Indenture have been done, and the execution and delivery of this First Supplemental Indenture have been duly authorized in all respects and, pursuant to Section 9.02 of the Indenture, the Issuers, the Subsidiary Guarantors and the Trustee are authorized to execute and deliver this First Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuers, the Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. RELATIONSHIP WITH INDENTURE. The terms and provisions contained in this First Supplemental Indenture will constitute, and are hereby expressly made, a part of the Indenture, and the Issuers, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this First Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. The Indenture and this First Supplemental Indenture shall be read, taken and construed as one and the same instrument. In the event that any provision of this First Supplemental

 

1


Indenture expressly limits, qualifies or conflicts with a provision of the Indenture, such provision of this First Supplemental Indenture shall control.

3. EFFECTIVENESS; CONDITIONS PRECEDENT.

 

  (a)

The Issuers and the Subsidiary Guarantors represent and warrant that each of the conditions precedent to the amendment and supplement of the Indenture (including such conditions pursuant to Article 9 of the Indenture) have been satisfied in all respects. Pursuant to Section 9.02 of the Indenture, the Consenting Holders, voting as a single class, have consented to the amendments set forth in Section 4 hereof with respect to the Notes and the Indenture and have authorized and directed the Trustee to execute this First Supplemental Indenture. The Issuers, the Subsidiary Guarantors and the Trustee are on this date executing this First Supplemental Indenture, which will become effective on the date hereof.

 

  (b)

The amendments set forth in Section 4 hereof shall become operative, and the terms of the Indenture and the Notes shall be amended as provided for in Section 4 below, upon written notice from the Issuers to the Trustee that the VICI Issuers have made the Consent Payment (as defined in the Offering Memorandum) to each of the Consenting Holders whose Consent has been accepted by the VICI Issuers in accordance with the terms of the Offering Memorandum. If the Trustee receives written notice from the Issuers that the Consent Payment has not been made in accordance with the terms of the Offering Memorandum, this First Supplemental Indenture shall terminate immediately without any amendments contained in Section 4 hereof becoming or remaining operative, as applicable, and without the need for further action hereunder or thereunder.

4. INDENTURE AMENDMENTS. Pursuant to Section 9.02 of the Indenture, and subject to Section 3(b) of this First Supplemental Indenture, the Indenture and the Notes are hereby amended as follows:

 

  (a)

Section 4.02 (“Maintenance of Office or Agency”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (b)

Section 4.03 (“Reports”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (c)

Section 4.04 (“Compliance Certificate”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (d)

Section 4.06 (“Restricted Payments”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (e)

Section 4.07 (“Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (f)

Section 4.08 (“Incurrence of Indebtedness”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (g)

Section 4.09 (“Asset Sales”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (h)

Section 4.10 (“Transactions with Affiliates”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (i)

Section 4.11 (“Liens”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (j)

Section 4.12 (“Corporate Existence”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (k)

Section 4.13 (“Offer to Repurchase Upon Change of Control”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

2


  (l)

Section 4.14 (“Limitation on Issuances of Guarantees by Subsidiary Guarantors”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (m)

Section 4.16 (“Restrictions on Activities of Co-Issuer”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (n)

Section 4.17 (“Master Lease”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (o)

Section 4.18 (“Future Guarantors”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (p)

Section 5.01 (“Consolidation, Merger and Sale of Assets”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (q)

Section 6.01(3) – (7) (“Events of Default”) of the Indenture are each deleted in their entirety and replaced with “Reserved.”

5. CONFORMING CHANGES. In accordance with Section 9.02 of the Indenture, the Consenting Holders, by delivery of their Consents, permitted and approved any and all conforming changes, including conforming amendments, to the Notes to which their Consents related and any related documents and any documents appended thereto that may be required by, or as a result of, this First Supplemental Indenture.

6. NOTES. The Notes, with effect on and from the date hereof, shall be deemed supplemented, modified and amended in such manner as necessary to make the terms of the Notes consistent with the terms of the Indenture, as amended by this First Supplemental Indenture.

7. Ratification OF THE INDENTURE; FIRST SUPPLEMENTAL INDENTURE PART OF THE INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This First Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound hereby. Upon and after the execution of this First Supplemental Indenture, each reference to the Indenture or the Notes in the Indenture or the Notes shall mean and be a reference to the Indenture or the Notes as modified hereby after giving effect to this First Supplemental Indenture. The rights, protections and indemnities provided to the Trustee under the Indenture shall apply to any action (or inaction) of the Trustee in connection herewith, including in connection with the execution and delivery of this First Supplemental Indenture.

8. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS FIRST SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

9. COUNTERPARTS. The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

10. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

11. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuers and the Subsidiary Guarantors.

12. SEPARABILITY CLAUSE. In case any provision in this First Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

13. Successors AND ASSIGNS. All covenants and agreements in this First Supplemental Indenture by the Issuers and the Subsidiary Guarantors shall bind their respective successors and assigns, whether so expressed or not.

[Signatures on following page]

 

3


IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed and attested, all as of the date first above written.

Dated: September 23, 2021

 

Issuers:
MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP

By:

 

/s/ Jessica Cunningham

 

Name:    Jessica Cunningham

Title:      Secretary

 

MGP FINANCE CO-ISSUER, INC.

By:

 

/s/ Jessica Cunningham

 

Name:    Jessica Cunningham

Title:      Secretary

 

[Signature Page to First Supplemental Indenture (2025 Notes)]


Subsidiary Guarantors:

MGP LESSOR HOLDINGS, LLC

By:

 

/s/ Jessica Cunningham

 

Name:    Jessica Cunningham

Title:      Secretary

 

MGP LESSOR, LLC

By:

 

/s/ Jessica Cunningham

 

Name:    Jessica Cunningham

Title:      Secretary

 

MGP LESSOR II, LLC

By:

 

/s/ Jessica Cunningham

 

Name:    Jessica Cunningham

Title:      Secretary

 

MGP YONKERS REALTY SUB, LLC

By:

 

/s/ Jessica Cunningham

 

Name:    Jessica Cunningham

Title:      Secretary

 

YRL ASSOCIATES, L.P.

By: MGP Lessor, LLC

Its: General Partner

By:

 

/s/ Jessica Cunningham

 

Name:    Jessica Cunningham

Title:      Secretary

 

[Signature Page to First Supplemental Indenture (2025 Notes)]


Trustee:

U.S. BANK NATIONAL ASSOCIATION

as Trustee

By:

 

/s/ Joshua A. Hahn

 

Authorized Signatory

 

[Signature Page to First Supplemental Indenture (2025 Notes)]

Exhibit 4.6

FIRST SUPPLEMENTAL INDENTURE TO INDENTURE

FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of September 23, 2021, among MGP Finance Co-Issuer, Inc., a Delaware corporation (the “Co-Issuer”), MGM Growth Properties Operating Partnership LP, a Delaware limited partnership (the “Issuer” and, together with the Co-Issuer, the “Issuers”), the Subsidiary Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as Trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Issuers have heretofore executed and delivered to the Trustee an indenture, dated as of November 19, 2020 (as amended or supplemented as of the date hereof, the “Indenture”), providing for the issuance of 3.875% Senior Notes due 2029 (the “Notes”);

WHEREAS, Section 9.02 of the Indenture provides that the Indenture may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes, subject to certain exceptions set forth in Section 9.02 (not applicable to the amendments to the Indenture to be effected by this First Supplemental Indenture), which require the affirmative consent of each Holder affected thereby;

WHEREAS, VICI Properties L.P., a Delaware limited partnership, and VICI Note Co. Inc., a Delaware corporation (together, the “VICI Issuers”), on behalf of the Issuers, have solicited from Holders of the Notes, upon the terms and subject to the conditions set forth in the offering memorandum, dated September 13, 2021 (the “Offering Memorandum”), consents (“Consents”) to the amendments of certain provisions of the Indenture as set forth in Section 4 hereof (the “Proposed Amendments”);

WHEREAS, as of the date hereof, eligible Holders of at least a majority in aggregate principal amount of the Notes (the “Consenting Holders”) have validly tendered, and not withdrawn, their Consents to the adoption of the Proposed Amendments to be effectuated by this First Supplemental Indenture in accordance with the provisions of the Indenture, and the Issuers, having received the requisite consents for the Proposed Amendments, desire to amend the Indenture as provided in this First Supplemental Indenture;

WHEREAS, in accordance with Section 9.02 of the Indenture, the Consenting Holders, by delivery of their Consents, have permitted and approved any and all conforming changes, including conforming amendments, to the Notes and any related documents and any documents appended thereto that may be required by, or as a result of, this First Supplemental Indenture; and

WHEREAS, all things necessary to make this First Supplemental Indenture a valid and binding agreement of the parties, in accordance with its terms, and a valid amendment of, and supplement to, the Indenture have been done, and the execution and delivery of this First Supplemental Indenture have been duly authorized in all respects and, pursuant to Section 9.02 of the Indenture, the Issuers, the Subsidiary Guarantors and the Trustee are authorized to execute and deliver this First Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuers, the Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. RELATIONSHIP WITH INDENTURE. The terms and provisions contained in this First Supplemental Indenture will constitute, and are hereby expressly made, a part of the Indenture, and the Issuers, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this First Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. The Indenture and this First Supplemental Indenture shall be read, taken and construed as one and the same instrument. In the event that any provision of this First Supplemental Indenture expressly limits, qualifies or conflicts with a provision of the Indenture, such provision of this First Supplemental Indenture shall control.

 

1


3. EFFECTIVENESS; CONDITIONS PRECEDENT.

 

  (a)

The Issuers and the Subsidiary Guarantors represent and warrant that each of the conditions precedent to the amendment and supplement of the Indenture (including such conditions pursuant to Article 9 of the Indenture) have been satisfied in all respects. Pursuant to Section 9.02 of the Indenture, the Consenting Holders, voting as a single class, have consented to the amendments set forth in Section 4 hereof with respect to the Notes and the Indenture and have authorized and directed the Trustee to execute this First Supplemental Indenture. The Issuers, the Subsidiary Guarantors and the Trustee are on this date executing this First Supplemental Indenture, which will become effective on the date hereof.

 

  (b)

The amendments set forth in Section 4 hereof shall become operative, and the terms of the Indenture and the Notes shall be amended as provided for in Section 4 below, upon written notice from the Issuers to the Trustee that the VICI Issuers have made the Consent Payment (as defined in the Offering Memorandum) to each of the Consenting Holders whose Consent has been accepted by the VICI Issuers in accordance with the terms of the Offering Memorandum. If the Trustee receives written notice from the Issuers that the Consent Payment has not been made in accordance with the terms of the Offering Memorandum, this First Supplemental Indenture shall terminate immediately without any amendments contained in Section 4 hereof becoming or remaining operative, as applicable, and without the need for further action hereunder or thereunder.

4. INDENTURE AMENDMENTS. Pursuant to Section 9.02 of the Indenture, and subject to Section 3(b) of this First Supplemental Indenture, the Indenture and the Notes are hereby amended as follows:

 

  (a)

Section 4.02 (“Maintenance of Office or Agency”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (b)

Section 4.03 (“Reports”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (c)

Section 4.04 (“Compliance Certificate”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (d)

Section 4.06 (“Restricted Payments”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (e)

Section 4.07 (“Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (f)

Section 4.08 (“Incurrence of Indebtedness”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (g)

Section 4.09 (“Asset Sales”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (h)

Section 4.10 (“Transactions with Affiliates”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (i)

Section 4.11 (“Liens”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (j)

Section 4.12 (“Corporate Existence”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (k)

Section 4.13 (“Offer to Repurchase Upon Change of Control”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (l)

Section 4.14 (“Limitation on Issuances of Guarantees by Subsidiary Guarantors”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

2


  (m)

Section 4.16 (“Restrictions on Activities of Co-Issuer”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (n)

Section 4.17 (“Master Lease”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (o)

Section 4.18 (“Future Guarantors”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (p)

Section 5.01 (“Consolidation, Merger and Sale of Assets”) of the Indenture is deleted in its entirety and replaced with “Reserved.”

 

  (q)

Section 6.01(3) – (7) (“Events of Default”) of the Indenture are each deleted in their entirety and replaced with “Reserved.”

5. CONFORMING CHANGES. In accordance with Section 9.02 of the Indenture, the Consenting Holders, by delivery of their Consents, permitted and approved any and all conforming changes, including conforming amendments, to the Notes to which their Consents related and any related documents and any documents appended thereto that may be required by, or as a result of, this First Supplemental Indenture.

6. NOTES. The Notes, with effect on and from the date hereof, shall be deemed supplemented, modified and amended in such manner as necessary to make the terms of the Notes consistent with the terms of the Indenture, as amended by this First Supplemental Indenture.

7. Ratification OF THE INDENTURE; FIRST SUPPLEMENTAL INDENTURE PART OF THE INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This First Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound hereby. Upon and after the execution of this First Supplemental Indenture, each reference to the Indenture or the Notes in the Indenture or the Notes shall mean and be a reference to the Indenture or the Notes as modified hereby after giving effect to this First Supplemental Indenture. The rights, protections and indemnities provided to the Trustee under the Indenture shall apply to any action (or inaction) of the Trustee in connection herewith, including in connection with the execution and delivery of this First Supplemental Indenture.

8. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS FIRST SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

9. COUNTERPARTS. The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

10. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

11. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuers and the Subsidiary Guarantors.

12. SEPARABILITY CLAUSE. In case any provision in this First Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

13. SUCCESSORS AND ASSIGNS. All covenants and agreements in this First Supplemental Indenture by the Issuers and the Subsidiary Guarantors shall bind their respective successors and assigns, whether so expressed or not.

[Signatures on following page]

 

3


IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed and attested, all as of the date first above written.

Dated: September 23, 2021

 

Issuers:
MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP

By:

 

/s/ Jessica Cunningham

 

Name:    Jessica Cunningham

Title:      Secretary

 

MGP FINANCE CO-ISSUER, INC.

By:

 

/s/ Jessica Cunningham

 

Name:    Jessica Cunningham

Title:      Secretary

 

[Signature Page to First Supplemental Indenture (2029 Notes)]


Subsidiary Guarantors:

MGP LESSOR HOLDINGS, LLC

By:

 

/s/ Jessica Cunningham

 

Name:    Jessica Cunningham

Title:      Secretary

 

MGP LESSOR, LLC

By:

 

/s/ Jessica Cunningham

 

Name:    Jessica Cunningham

Title:      Secretary

 

MGP LESSOR II, LLC

By:

 

/s/ Jessica Cunningham

 

Name:    Jessica Cunningham

Title:      Secretary

 

MGP YONKERS REALTY SUB, LLC

By:

 

/s/ Jessica Cunningham

 

Name:    Jessica Cunningham

Title:      Secretary

 

YRL ASSOCIATES, L.P.

By: MGP Lessor, LLC

Its: General Partner

By:

 

/s/ Jessica Cunningham

 

Name:    Jessica Cunningham

Title:      Secretary

 

[Signature Page to First Supplemental Indenture (2029 Notes)]


Trustee:

U.S. BANK NATIONAL ASSOCIATION

as Trustee

By:

 

/s/ Joshua A. Hahn

 

Authorized Signatory

 

[Signature Page to First Supplemental Indenture (2029 Notes)]