GAMING & LEISURE PROPERTIES, INC. Entering into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant (Form 8-K)

Item 1.01. Conclusion of a significant definitive agreement.

On May 13, 2022, GLP Capital, LP (“GLP”), the operating partnership of Gaming and Recreation Properties, Inc. (“GLPI”), has entered into a credit agreement (the “Credit Agreement”) with Wells Fargo Bank, National Associationas administrative agent, and the other agents and lenders parties thereto from time to time, providing for a $1.75 billion four-year revolving credit facility, subject to two six-month extensions at GLP’s option (the “Credit Facility”). The credit facility is guaranteed by GLPI.

Subject to customary conditions, including pro forma compliance with financial covenants, GLP may obtain additional revolving commitments and incur term loans under the credit agreement, so long as the aggregate principal amount of the loans and commitments unused under the credit facility does not exceed $3.5 billion. There is currently no commitment with respect to these additional loans and commitments.

Interest Rates and Fees

Annual interest rates applicable to loans under the Credit Facility are, at GLP’s option, equal to either a rate based on SOFR or a base rate plus an applicable margin, which ranges from 0.725% to 1.40% per annum for SOFR loans and 0.0% to 0.4% per annum for base rate loans, in each case, depending on the credit ratings assigned to the credit facility. The currently applicable margin is 1.05% for SOFR loans and 0.05% for base rate loans. In addition, GLP will pay a commitment fee on the unused portion of commitments under the revolving facility at a rate ranging from 0.125% to 0.3% per annum, depending on the credit ratings assigned to the time credit facility. to another. The current rate of the commitment fee is 0.25%.

Amortization and installments

The credit facility is not subject to interim amortization. GLP is not obligated to repay borrowings under the Credit Facility prior to maturity. GLP may prepay all or part of the borrowings under the Credit Facility prior to maturity without premium or penalty, subject to reimbursement of all Lenders’ SOFR break fees and may re-borrow borrowings it has repaid .

Certain covenants and events of default

The Credit Facility contains customary covenants which, among other things, restrict, subject to certain exceptions, the ability of GLPI and its subsidiaries, including GLP, to grant liens on their assets, incur indebtedness, sell assets, engage in acquisitions, mergers or consolidations, or pay certain dividends and make other restricted payments. Financial covenants include the following, which are measured quarterly on a rolling four-quarter basis: (i) maximum ratio of total debt to total value of assets, (ii) maximum ratio of secured debt first lien on total asset value, (iii) maximum certain recourse debt to unencumbered asset value ratio, and (iv) minimum fixed charge coverage ratio. GLPI is required to maintain its status as a real estate investment trust (“REIT”) and is authorized to pay dividends to its shareholders as necessary in order to maintain its status as a REIT. GLPI is also authorized to pay other dividends and distributions, subject to pro forma compliance with financial covenants and absence of default. The Credit Facility also contains certain customary affirmative covenants and events of default. The occurrence and persistence of an event of default, which includes but is not limited to non-payment of principal or interest, material misstatement of statements and non-performance of covenants, will allow lenders to accelerate loans and to terminate the resulting commitments.

The parties to the credit agreement described above and certain of their respective affiliates have provided investment banking services, commercial loans and advisory services for GLPI, from time to time, for which they have received fees and usual expenses. These parties may, from time to time, engage in transactions and provide services to GLPI and their respective affiliates in the normal course of business.

The foregoing description is a summary of the Credit Agreement and is qualified in its entirety by the full text of the Credit Agreement, which will be filed as an attachment to GLPI’s Quarterly Report on Form 10-Q for the quarter ended. June 30, 2022.

Section 1.02 Termination of a Material Definitive Agreement

The information provided in Section 1.01 of this Current Report on Form 8-K is incorporated by reference into this Section 1.02. On May 13, 2022in connection with the closing of the Credit Facility described in Section 1.01, GLP terminated its Credit Agreement, dated October 28, 2013among BPL, JP Morgan Chase Bank, North America., as administrative agent and issuer of L/C, and the lenders party to it from time to time.

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Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant

The information provided in Section 1.01 of this Current Report on Form 8-K is incorporated by reference into this Section 2.03.

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