SIXTH AMENDMENT TO MASTER LEASE
This SIXTH AMENDMENT TO MASTER LEASE (the Amendment) is entered into as of February 14, 2020 (the Effective Date), by and between MGP Lessor, LLC, a Delaware limited liability company (together with its permitted successors and assigns, Landlord), and MGM Lessee, LLC, a Delaware limited liability company (together with its permitted successors and assigns, Tenant). Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings set forth in the Master Lease (as hereinafter defined).
A. Landlord and Tenant have entered into that certain Master Lease dated as of April 25, 2016, as amended by that certain (i) First Amendment to Master Lease dated as of August 1, 2016, (ii) Second Amendment to Master Lease dated as of October 5, 2017, (iii) Third Amendment to Master Lease dated as of January 29, 2019, (iv) Fourth Amendment to Master Lease dated as of March 7, 2019 and (v) Fifth Amendment to Master Lease dated as of April 1, 2019 (as so amended, the Master Lease),
B. Landlord and Tenant desire to amend the Master Lease by removing the Mandalay Bay Hotel and Casino (including Mandalay Place) located at 3950 (and 3930) Las Vegas Blvd. South, Las Vegas, Clark County, NV (Mandalay Bay) from the Leased Property demised pursuant to the Master Lease.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1.1 Removal of Mandalay Bay from Leased Property. Landlord and Tenant hereby agree that from and after the Effective Date, (i) Mandalay Bay shall be deleted from the List of Facilities set forth on Exhibit A to the Master Lease, (ii) the legal description of Mandalay Bay described in Schedule I attached hereto is hereby deleted from Part I of Exhibit B to the Master Lease, (iii) Mandalay Bay shall no longer constitute a portion of the Leased Property, and shall not be a Facility, for all purposes under the Master Lease, and (iv) each of the Operating Subleases subleasing any portion of Mandalay Bay shall no longer be in effect.
1.2 Rent; Refund for Prepaid Rent. From and after the Effective Date, the Rent due under the Master Lease shall be reduced by an aggregate amount of $133,000,000 per annum (Mandalay Annual Rent Payment), comprised of $120,400,000 per annum of Base Rent and $12,600,000 per annum of Percentage Rent. Accordingly, (a) the amount of Eight Hundred Fifty Five Million Five Hundred Sixty Thousand Eight Hundred Eighty Dollars ($855,560,880) set forth in the definition of Base Rent is hereby replaced with the amount of Seven Hundred Thirty Five Million One Hundred Sixty Thousand Eight Hundred Eighty Dollars ($735,160,880), and (b) the amount of Ninety Million Five Hundred Thousand Dollars ($90,500,000) set forth in