SEVENTH AMENDMENT TO MASTER LEASE
This SEVENTH AMENDMENT TO MASTER LEASE (this Amendment) is entered into as of October 29, 2021 (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, (v) Fifth Amendment to Master Lease dated as of April 1, 2019 and (vi) Sixth Amendment to Master Lease dated as of February 14, 2020 (as so amended, the Master Lease);
B. Landlord and Tenant desire to amend the Master Lease by adding MGM Springfield (Springfield) to the Leased Property demised pursuant to the Master Lease and Landlord desires to lease the same to Tenant and Tenant desires to lease the same from Landlord upon the terms set forth in the Master Lease as amended hereby; and
C. Landlord and Tenant desire to amend the Master Lease as set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
AMENDMENT TO MASTER LEASE
1.1 Defined Terms.
(a) The following new paragraph shall be added to the existing definition of GAAP set forth in the Master Lease:
In connection with calculating any financial covenant or other term in this Master Lease, with respect to Springfield only, GAAP shall mean generally accepted accounting principles in the United States set forth in the Financial Accounting Standards Board (FASB) Accounting Standards Codification® and rules and interpretive releases of the Securities and Exchange Commission under authority of federal securities laws, that are applicable to the circumstances as of the date of determination, consistently applied; provided, that, after October 29, 2021, if any change in accounting principles is required by the promulgation of any rule, regulation, pronouncement or opinion by the FASB or the Securities and Exchange Commission and such change results in a change in the method of calculation of any financial ratio or term in this Master Lease, then Tenant and Landlord shall negotiate in good faith in order to amend such provision so as to equitably reflect such change with the desired result that the criteria for evaluation the relevant Persons financial condition shall be the same after such change as if such change had not occurred; provided further that until such time as an amendment shall have been executed, all such financial covenants and terms in this Master Lease shall continue to be calculated or construed as if such change had not occurred.