REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (the Agreement) is made and entered into on January 25, 2019, by and among MGM Growth Properties Operating Partnership LP, a Delaware limited partnership (the Company), its wholly-owned subsidiary, MGP Finance Co-Issuer, Inc., a Delaware corporation (the Co-Issuer and, together with the Company, the Issuers) and the subsidiary guarantors listed on the signature page of this Agreement (the Subsidiary Guarantors), on the one hand, and J.P. Morgan Securities LLC on its own behalf and as representative (the Representative) of each of the other Initial Purchasers named in Schedule A hereto (collectively, the Initial Purchasers), on the other hand.
This Agreement is made pursuant to that certain Purchase Agreement, dated January 22, 2019, by and among the Issuers, the Subsidiary Guarantors and the Initial Purchasers (the Purchase Agreement), which provides for the sale by the Issuers to the Initial Purchasers of an aggregate of $750,000,000 principal amount of the Issuers 5.750% Senior Notes due 2027 (the Notes), which are guaranteed by the Subsidiary Guarantors. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Issuers and the Subsidiary Guarantors have agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties hereto covenant and agree as follows:
As used in this Agreement, the following capitalized defined terms shall have the following meanings:
1933 Act shall mean the Securities Act of 1933, as amended from time to time.
1934 Act shall mean the Securities Exchange Act of 1934, as amended from time to time.
Additional Guarantor shall mean any subsidiary of the Company that becomes a Subsidiary Guarantor under the Indenture after the date of this Agreement.
Additional Interest shall have the meaning set forth in Section 2.5(a) hereof.
Automatic Shelf Registration Statement shall mean an automatic shelf registration statement as that term is defined in Rule 405, as amended, under the 1933 Act.
Business Day shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed.