|To: || |
MGM Growth Properties LLC
1980 Festival Plaza Drive, Suite #750
Las Vegas, NV 89135
|From: || |
JPMorgan Chase Bank, National Association
|Re: || |
Confirmation for Registered Share Forward Transactions
Ladies and Gentlemen:
The purpose of this letter agreement (this Confirmation) is to confirm the terms and conditions of the Transaction entered into between JPMorgan Chase Bank, National Association (Dealer) and MGM Growth Properties LLC, a Delaware limited liability company (Counterparty) on the Trade Date specified below (the Transaction). This letter agreement shall constitute a Confirmation as referred to in the Agreement specified below.
The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the Equity Definitions), as published by the International Swaps and Derivatives Association, Inc. (ISDA), are incorporated into this Confirmation.
Each party is hereby advised, and each such party acknowledges, that the other party has engaged in, or refrained from engaging in, substantial financial transactions and has taken other material actions in reliance upon the parties entry into the Transaction to which this Confirmation relates on the terms and conditions set forth below.
The Agreement and this Confirmation evidence a complete binding agreement between Counterparty and Dealer as to the terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
This Confirmation shall supplement, form a part of, and be subject to an agreement (the Agreement) in the form of the ISDA 2002 Master Agreement as if we had executed an agreement in such form on the date of this Confirmation (but without any Schedule except for the elections that (i) the Cross Default provisions of Section 5(a)(vi) of the Agreement shall apply to both parties, with a Threshold Amount for Dealer equal to 3% of stockholders equity of JPMorgan Chase & Co. and a Threshold Amount for Counterparty equal to USD 75,000,000, provided that (x) the words , or becoming capable at such time of being declared, shall be deleted from clause (1) thereof, (y) Specified Indebtedness has the meaning specified in Section 14 of the Agreement, except that such term shall not include obligations in respect of deposits received in the ordinary course of Dealers banking business and (z) the following language shall be added to the end of such Section 5(a)(vi): Notwithstanding the foregoing, a default under subsection (2) hereof shall not constitute an Event of Default if (X) the default was caused solely by error or omission of an administrative or operational nature; (Y) funds were available to enable the party to make the payment when due; and (Z) the payment is made within two Local Business Days of such partys receipt of written notice of its failure to pay; (ii) the Credit Event Upon Merger provisions will apply to both parties, and (iii) Automatic Early Termination will not apply to either party, and with the other modifications and elections provided herein).
THIS CONFIRMATION AND THE AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO CHOICE OF LAW DOCTRINE. THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE