ADOPTION AGREEMENTAdoption Agreement • December 23rd, 2013 • Fortress Investment Group LLC • Investment advice • New York
Reference is made to the Exchange Agreement (the “Exchange Agreement”) dated January 16, 2013, by and between Penn National Gaming, Inc., a Pennsylvania corporation (the “Company”), and FIF V PFP LLC, a Delaware limited liability company (the “Holder” and together with such other parties as may become a party to the Exchange Agreement pursuant to an Adoption Agreement as provided in the Exchange Agreement, collectively the “Holders”). Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Exchange Agreement.
CONTRIBUTION AGREEMENTContribution Agreement • December 23rd, 2013 • Fortress Investment Group LLC • Investment advice • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of December 23, 2013 (the “Effective Date”), by and among each of the entities listed in the column titled “Existing Funds” on Schedule A hereto (each, a “Fund”) and each of the entities listed in the column titled “Sister Companies” on Schedule A hereto (each, a “SisterCo”).
PENN NATIONAL G A M I N G, I N C. October 31, 2013 Fortress Investment Group LLC New York, New York 10105 Attention: Wes Edens To Whom It May Concern:Exchange Agreement • December 23rd, 2013 • Fortress Investment Group LLC • Investment advice
Reference is made to the Exchange Agreement, dated as of January 15, 2013 (the “Exchange Agreement”), by and between PENN NATIONAL GAMING, INC., a Pennsylvania corporation (the “Company”) and FIF V PFD LLC, a Delaware limited liability company (the “Fortress”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Exchange Agreement.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • December 23rd, 2013 • Fortress Investment Group LLC • Investment advice • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is effective as of December 23, 2013, by and between FIF V PFD LLC, a Delaware limited liability company (the “Assignor”), the parties listed on the Schedule of Assignees attached as Schedule I (collectively, the “Assignees” and each, an “Assignee”) and Gaming and Leisure Properties, Inc., a Pennsylvania corporation (the “Company”). For convenience, the Assignor, the Assignees and the Company are collectively referred to herein as the “Parties” and each, a “Party”.
