MEMBERSHIP INTEREST PURCHASE AGREEMENT dated as of May 13, 2014 by and among GAMING AND LEISURE PROPERTIES, INC., as Parent, GLP CAPITAL, L.P. as Buyer, PA MEADOWS, LLC, as the Company, and PA MEZZCO, LLC, CANNERY CASINO RESORTS, LLC, together, as SellersMembership Interest Purchase Agreement • August 1st, 2014 • Gaming & Leisure Properties, Inc. • Real estate investment trusts • New York
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 13, 2014 (the “Effective Date”), by and among Gaming and Leisure Properties, Inc., a Pennsylvania corporation (“Parent”), GLP Capital, L.P., a Pennsylvania limited partnership (“Buyer”), Cannery Casino Resorts, LLC, a Nevada limited liability company (“Seller Parent”), PA MezzCo, LLC, a Delaware limited liability company (“Holdco”, together with Seller Parent, “Sellers”), and PA Meadows, LLC, a Delaware limited liability company (the “Company”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in Section 12.01.
SECOND AMENDMENT TO MASTER LEASE AND FIRST AMENDMENT TO ACCESS AGREEMENTMaster Lease and Access Agreement • August 1st, 2014 • Gaming & Leisure Properties, Inc. • Real estate investment trusts • New York
THIS SECOND AMENDMENT TO MASTER LEASE and FIRST AMENDMENT TO ACCESS AGREEMENT (this “Amendment”) shall amend (i) that certain Master Lease, dated November 1, 2013 (the “Effective Date”), by and between GLP Capital, L.P. (together with its permitted successors and assigns, “Landlord”) and Penn Tenant, LLC (together with its permitted successors and assigns, “Tenant”), as amended by the First Amendment thereto entered into on March 5, 2014 (as amended, the “Master Lease”), and (ii) that certain Access Agreement, dated the Effective Date, by and between Landlord and Tenant (the “Access Agreement”). This Amendment is being entered into on this 18th day of April 2014 to be effective as of the Effective Date, as more fully set forth herein. Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to them in the Master Lease.
