41.13
Gaming Regulations
134
Section 41.14
Certain Provisions of Nevada Law
134
Section 41.15
Savings Clause
134
Section 41.16
Agency Relationship with respect to Water Rights
135
Section 41.17
Operating Subleases
136
v
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EXHIBITS AND SCHEDULES
EXHIBIT A - DESCRIPTION OF THE FACILITIES
EXHIBIT B - LEGAL DESCRIPTIONS
EXHIBIT C - INTENTIONALLY OMITTED
EXHIBIT D - GAMING LICENSES
EXHIBIT E - FORM OF GUARANTY
EXHIBIT F-1 - FORM OF NONDISTURBANCE AND ATTORNMENT AGREEMENT (SUBLEASE)
EXHIBIT F-2 - FORM OF SUBORDINATION, NONDISTURBANCE AND ATTORNMENT AGREEMENT
EXHIBIT G - FORM OF MEMORANDUM OF LEASE
EXHIBIT H - FORM OF NEVADA WAIVER
EXHIBIT I - WATER PERMITS
EXHIBIT J - FINANCIAL COVENANT COMPLIANCE REPORT
EXHIBIT K - EXAMPLE REQUIRED CAPEX REPORT
EXHIBIT L - EBITDA CALCULATION
EXHIBIT M - QUARTERLY REPORTING PACKAGE
EXHIBIT N - CAPTIVE INSURANCE COMPANY REQUIREMENTS
SCHEDULE 1 - EXCLUDED ASSETS
SCHEDULE 2 - INITIAL OPERATING SUBTENANTS
SCHEDULE 3-A - GRAND PROPERTY SPECIFIC IP
SCHEDULE 3-B - MB PROPERTY SPECIFIC IP
SCHEDULE 4 - EXISTING ACCOUNTING GUIDELINES
SCHEDULE 5 - INTENTIONALLY OMITTED
SCHEDULE 6 - INITIAL FEE MORTGAGEE REQUIRED REPAIRS
SCHEDULE 7 - CORPORATE ALLOCATION SCHEDULE
SCHEDULE 8 - PERMITTED CAPITAL IMPROVEMENTS
SCHEDULE 9 - RESERVE DISBURSEMENT REQUIREMENTS
SCHEDULE 10 - EXISTING SUBLEASES
SCHEDULE 11 - EXISTING MANAGEMENT AGREEMENTS
SCHEDULE 12 - ESCALATED BASE RENT
SCHEDULE 13 - LAND USE MATTERS
vi
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MASTER LEASE
This MASTER LEASE (the "Lease") is entered into as of February 14, 2020 by and
among Mandalay PropCo, LLC, a Delaware limited liability company, (together with
its permitted successors and assigns, "MB Landlord"), MGM Grand PropCo, LLC, a
Delaware limited liability company (together with its permitted successors and
assigns, "Grand Landlord" and, individually or together with the MB Landlord, as
the context may require, "Landlord"), and MGM Lessee II, LLC, a Delaware limited
liability company (together with its permitted successors and assigns,
"Tenant").
RECITALS
A.
Capitalized terms used in this Lease and not otherwise defined herein are
defined in Article II hereof.
B.
Pursuant to that certain Master Transaction Agreement, dated as of
January 14, 2020 among MGM Growth Properties Operating Partnership LP, MGM
Resorts International, and BCORE Windmill Parent LLC and certain other parties
(the "Master Transaction Agreement"), (a) MB Landlord desires to lease the MB
Leased Property to Tenant and Tenant desires to lease the MB Leased Property
from MB Landlord, and (b) Grand Landlord desires to lease the Grand Leased
Property to Tenant and Tenant desires to lease the Grand Leased Property from
Grand Landlord, in each case, upon the terms set forth in this Lease.
C.
The two (2) facilities covered by this Lease as of the date hereof are
described on Exhibit A attached hereto (each a "Facility," and collectively, the
"Facilities"). Each of the Facilities (and if determined by Tenant, a portion of
either Facility) may be subleased by Tenant to Operating Subtenants pursuant to
certain subleases (the "Operating Subleases") between Tenant and each Operating
Subtenant.
D.
Tenant and Landlord intend this Lease to constitute one indivisible lease