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least a majority in aggregate principal amount of the Notes (the “Consenting Holders”) have validly tendered, and not withdrawn, their Consents to the adoption of the Proposed Amendments to be effectuated by this First Supplemental Indenture in accordance with the provisions of the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. RELATIONSHIPWITH 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
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