0001104659-13-003443 Sample Contracts

EXCHANGE AGREEMENT by and between PENN NATIONAL GAMING, INC. and FIF V PFD LLC January 16, 2013
Exchange Agreement • January 18th, 2013 • Penn National Gaming Inc • Hotels & motels • New York

EXCHANGE AGREEMENT, dated as of January 16, 2013 (this “Agreement”), by and between PENN NATIONAL GAMING, INC., a Pennsylvania corporation (the “Company”) and FIF V PFD LLC, a Delaware limited liability company (the “Holder”).

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SUPPLEMENTARY INVESTOR RIGHTS AGREEMENT
Supplementary Investor Rights Agreement • January 18th, 2013 • Penn National Gaming Inc • Hotels & motels • New York

SUPPLEMENTARY INVESTOR RIGHTS AGREEMENT dated as of January 16, 2013 (this “Supplement”), between Penn National Gaming, Inc. (the “Company”) and FIF V PFD LLC (“Fortress”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Investor Rights Agreement (as defined below).

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