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 13th, 2014 • OCM HoldCo, LLC • Services-amusement & recreation services • 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.
