AGREEMENT AND PLAN OF MERGER among VAIL HOLDINGS, INC., VRAD HOLDINGS, INC., PEAK RESORTS, INC., and solely with respect to Section 9.14, VAIL RESORTS, INC. Dated as of July 20, 2019Agreement and Plan of Merger • July 22nd, 2019 • Peak Resorts Inc • Hotels & motels • Missouri
This AGREEMENT AND PLAN OF MERGER, dated as of July 20, 2019 (this “Agreement”), is entered into among Vail Holdings, Inc., a Colorado corporation (“Parent”), VRAD Holdings, Inc., a Missouri corporation and direct, wholly owned Subsidiary of Parent (“Merger Sub”), Peak Resorts, Inc., a Missouri corporation (the “Company”), and, solely for the purposes stated in Section 9.14, Vail Resorts, Inc., a Delaware corporation (“Guarantor”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article I.
PEAK RESORTS, INC. Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 20th, 2014 • Peak Resorts Inc • Hotels & motels • New York
The undersigned, Peak Resorts, Inc., a company formed under the laws of Missouri (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of the Company, the “Company”), hereby confirms its agreement with FBR Capital Markets & Co. (“FBR”) and Stifel, Nicolaus & Company, Incorporated (“Stifel” and, together with FBR, “you” or the “Representatives”) and with the other underwriters named on Schedule 1 hereto for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 23rd, 2018 • Peak Resorts Inc • Hotels & motels • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of November 21, 2018, between Peak Resorts, Inc., a Missouri corporation (the “Company”), and Cap 1 LLC, a Delaware limited liability company (the “Investor”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • July 22nd, 2019 • Peak Resorts Inc • Hotels & motels • Missouri
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of July 20, 2019 by and among Vail Holdings, Inc., a Colorado corporation (“Parent”), and the Timothy D. Boyd Revocable Trust U/A 8/27/1996 (the “Company Shareholder”), a shareholder of Peak Resorts, Inc., a Missouri corporation (the “Company”).
AGREEMENT OF SALE BLUE RIDGE REAL ESTATE COMPANY AND JFBB SKI AREAS, INC.Agreement of Sale • October 20th, 2014 • Peak Resorts Inc • Hotels & motels • Pennsylvania
THIS AGREEMENT OF SALE (“Agreement”) is made as of the 31 day of October, 2011 (the “Execution Date”), by and among BLUE RIDGE REAL ESTATE COMPANY, a Pennsylvania corporation (“Seller”), and JFBB SKI AREAS, INC., a Missouri corporation (“Buyer”).
ContractLease Agreement • July 15th, 2016 • Peak Resorts Inc • Hotels & motels
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 1st, 2011 • Peak Resorts Inc • Hotels & motels • Missouri
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 10th, 2014 • Peak Resorts Inc • Hotels & motels • Missouri
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into June 1, 2014 by and between PEAK RESORTS, INC., a Missouri corporation (the “Company”) and STEPHEN J. MUELLER (“Executive”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 4th, 2017 • Peak Resorts Inc • Hotels & motels • Missouri
This Indemnification Agreement (“Agreement”) is entered into as of the 3rd day of October, 2017, by and between PEAK RESORTS, INC., a Missouri corporation (the “Corporation”) and CHRISTOPHER J. BUB (“Indemnitee”), the Chief Financial Officer (“CFO”) of the Corporation.
LOAN AGREEMENTLoan Agreement • March 9th, 2017 • Peak Resorts Inc • Hotels & motels • Vermont
THIS LOAN AGREEMENT (the “Agreement”), dated as of December 27, 2016, is made by and among Carinthia Group 1, L.P., a limited partnership organized under the laws of the State of Vermont (“Carinthia 1”) and Carinthia Group 2, L.P., a limited partnership organized under the laws of the State of Vermont (“Carinthia 2”) (Carinthia 1 and Carinthia 2 each referred to individually as a “Lender” and collectively as “Lender”) and Carinthia Ski Lodge LLC, a limited liability company organized under the laws of the State of Vermont (the “Borrower”).
LOAN AGREEMENTLoan Agreement • October 20th, 2014 • Peak Resorts Inc • Hotels & motels • Missouri
THIS LOAN AGREEMENT (this “Agreement”) is made and entered into as of the 4th day of April, 2007 by and between PEAK RESORTS, INC., a Missouri corporation (“Peak”), LBO HOLDING, INC., a Maine corporation (“LBO”, and together with Peak, collectively, “Borrower”) and EPT MOUNT ATTITASH, INC., a Delaware corporation (“Lender”).
UNCONDITIONAL GUARANTY OF PEAK RESORTS, INC.Peak Resorts Inc • October 20th, 2014 • Hotels & motels
Peak Resorts, Inc. (the “Guarantor”) hereby unconditionally guarantees the full and prompt payment and performance of all obligations of W.C. Acquisition Corp. (the “Borrower”) arising out of or relating to a Promissory Note in the original principal amount of FOUR MILLION FIVE HUNDRED THOUSAND DOLLARS ($4,500,000.00) (the “Note”) that was executed and delivered to Meadow Green-Wildcat Corp., Meadow Green-Wildcat Skilift Corp., and Wildcat Mountain Ski Area, Inc. (collectively the “Lender”) on or about October, , 2010 whether now existing or hereinafter arising, all as the same may be amended, extended, renewed, or modified (all of the foregoing obligations, debts and liabilities of the Borrower being hereinafter referred to as the “Liabilities”); the Lender shall not be required to pursue or to exhaust its remedies against the Borrower, or its successors or against any other party liable for payment of any obligation of the Borrower, whether maker, guarantor, or otherwise, or against
MISSOURI COMMERCIAL LEASEMissouri Commercial Lease • April 18th, 2011 • Peak Resorts Inc • Missouri
Resort Holdings LLC, (hereinafter called “LESSOR”), whether one or more, and Peak Resorts, Inc, (hereinafter called “LESSEE”), whether one or more. For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, LESSOR and LESSEE do hereby covenant, contract and agree as follows:
PROMISSORY NOTE (Mount Attitash Ski Resort)Peak Resorts Inc • October 20th, 2014 • Hotels & motels
FOR VALUE RECEIVED, PEAK RESORTS, INC., a Missouri corporation and L.B.O. HOLDING, INC., a Maine corporation (jointly and severally, “Borrower”), hereby promise to pay to the order of EPT MOUNT ATTITASH, INC., a Delaware corporation (together with any and all of its successors and assigns and/or any other holder of this Note, “Lender”), without offset, in immediately available funds in lawful money of the United States of America, at 30 West Pershing Road, Suite 201, Kansas City, Missouri 64108, the principal sum of FIFTEEN MILLION SEVEN HUNDRED THOUSAND DOLLARS ($15,700,000.00) together with interest on the unpaid principal balance of this Note as hereinafter provided. Interest shall be calculated on the basis of a 360 day year.
LIMITED LIABILITY COMPANY MEMBERSHIP INTEREST SALE AND ASSIGNMENT AGREEMENTLimited Liability Company Membership Interest Sale and Assignment Agreement • April 18th, 2011 • Peak Resorts Inc • Missouri
THIS LIMITED LIABILITY COMPANY MEMBERSHIP INTEREST SALE AND ASSIGNMENT AGREEMENT (“Agreement”) is made and entered into as of the 1st day of April, 2011 by and between TIMOTHY D. BOYD, an individual resident of the State of Missouri (“Seller”) and PEAK RESORTS, INC., a Missouri corporation (“Buyer”).
MASTER CREDIT AND SECURITY AGREEMENT Dated as of September 1, 2016 among PEAK RESORTS, INC. AND MOUNT SNOW, LTD. as Borrowers, and EPT MOUNT SNOW, INC. as LenderMaster Credit and Security Agreement • September 7th, 2016 • Peak Resorts Inc • Hotels & motels • Missouri
GUARANTY AGREEMENTGuaranty Agreement • September 7th, 2016 • Peak Resorts Inc • Hotels & motels • Missouri
THIS GUARANTY AGREEMENT (this “Guaranty”), is made as of September 1, 2016, by Peak Resorts, Inc., a Missouri corporation (“Peak Resorts”), HUNTER MOUNTAIN ACQUISITION, INC., a Missouri corporation (“HMA”), HUNTER MOUNTAIN SKI BOWL INC., a New York corporation (“Hunter Ski”), HUNTER MOUNTAIN FESTIVALS, LTD., a New York corporation (“Hunter Festivals”), HUNTER MOUNTAIN RENTALS LTD., a New York corporation (“Hunter Rentals”), HUNTER RESORT VACATIONS, INC., a New York corporation (“Hunter Vacations”), HUNTER MOUNTAIN BASE LODGE, INC., a New York corporation (“Hunter Lodge”), FROSTY LAND, INC., a New York corporation (“Frosty” and together with Peak Resorts, HMA, Hunter Ski, Hunter Festivals, Hunter Rentals, Hunter Vacations and Hunter Lodge, collectively, the “Hunter Borrowers”), JFBB Ski Areas, Inc., a Missouri corporation (“JFBB”), Boston Mills Ski Resort, Inc., an Ohio corporation (“Boston Mills”), Brandywine Ski Resort, Inc., an Ohio corporation (“Brandywine”), Sycamore Lake, Inc., an
GUARANTY OF COLLECTIONPeak Resorts Inc • March 9th, 2017 • Hotels & motels
For good and valuable consideration, Peak Resorts, Inc. a corporation with its registered office in St Louis Missouri, and with a mailing address of 17409 Hidden Valley Drive, Wildwood, Missouri 63025 (the “Guarantor of Collection”), absolutely and unconditionally guarantees and promises to pay to Carinthia Group 1 L.P, a Vermont limited liability company with a principal place of business in West Dover, Vermont and Carinthia Group 2, L.P., a limited partnership organized under the laws of the State of Vermont (“Carinthia 2”) (Carinthia 1 and Carinthia 2 each referred to individually as a “Lender” and collectively as “Lender”), or its order, on demand, in legal tender of the United States of America, the Indebtedness (as that term is defined below) of its affiliate Carinthia Ski Lodge LLC, a limited liability company organized under the laws of the State of Vermont, and with a mailing address of 89 Grand Summit Way, West Dover, Vermont 05356 (the “Borrower”), owed to the Lender on the
AGREEMENT OF SALE BIG BOULDER CORPORATION AND JFBB SKI AREAS, INC.Agreement of Sale • November 21st, 2011 • Peak Resorts Inc • Hotels & motels • Pennsylvania
THIS AGREEMENT OF SALE (“Agreement”) is made as of the 31 day of October, 2011 (the “Execution Date”), by and among BIG BOULDER CORPORATION, a Pennsylvania corporation (“Seller”), and JFBB SKI AREAS, INC., a Missouri corporation (“Buyer”).
AGREEMENT CONCERNING A LOAN FOR A HOLDER OF A SPECIAL USE PERMIT (Reference FSM 2717.3)Agreement (Agreement • October 20th, 2014 • Peak Resorts Inc • Hotels & motels
This agreement (Agreement) is made by the UNITED STATES DEPARTMENT OF AGRICULTURE, FOREST SERVICE (the Forest Service);EPT MOUNT ATTITASH, INC., a Delaware corporation (the Lender); and L.B.O. HOLDING, INC., a Maine corporation (the Borrower).
NON-REVOLVING LINE OF CREDIT NOTEPeak Resorts Inc • March 9th, 2017 • Hotels & motels • Vermont
FOR VALUE RECEIVED, WEST LAKE WATER PROJECT LLC, a Vermont limited liability company with a principal place of business at 89 Grand Summit Way, West Dover, Vermont 05356 (the “Borrower”), hereby promises to pay to Carinthia Group 1, L.P., a Vermont limited partnership with a principal place of business at 89 Grand Summit Way, West Dover, Vermont 05356 and Carinthia Group 2, L.P., a limited partnership organized under the laws of the State of Vermont (“Carinthia 2”) with a principal place of business at 89 Grand Summit Way, West Dover, Vermont 05356 (Carinthia 1 and Carinthia 2 each referred to individually as a “Lender” and collectively as “Lender”), in accordance with each Lender’s proportionate interest set forth on Schedule 1 attached hereto, or order, the principal sum of $30,000,000 or such lesser amount as shall have been advanced and remain outstanding under the terms of the Agreement defined below (the “Principal Sum”), together with accrued interest thereon, in the manner and
FIRST AMENDMENT TO GROUND LEASEGround Lease • October 20th, 2014 • Peak Resorts Inc • Hotels & motels
THIS FIRST AMENDMENT (“Amendment”) is made and entered into as of this 3rd day of April 2004, in relation to a GROUND LEASE (“Lease”) made and entered into as of the 27th day of May 2003 by and between CROTCHED MOUNTAIN PROPERTIES, L.L.C., a New Hampshire limited liability company, (herein referred to as “Landlord”) and S N H DEVELOPMENT, INC., a Missouri corporation herein referred to as “Tenant”),
AGREEMENT CONCERNING A LOAN FOR A HOLDER OF A SPECIAL USE PERMIT (Reference FSM 2717.3)Special Use Permit • April 18th, 2011 • Peak Resorts Inc
This agreement (Agreement) is made by the UNITED STATES DEPARTMENT OF AGRICULTURE, FOREST SERVICE (the Forest Service);EPT MOUNT SNOW, INC., a Delaware corporation (the Lender); and MOUNT SNOW, LTD., a Vermont corporation (the Borrower).
LEASELease • April 18th, 2011 • Peak Resorts Inc • Pennsylvania
THIS LEASE (“Lease”) is made and entered into as of this 1st day of December, 2005 (the “Effective Date”) by and between BIG BOULDER CORPORATION, (herein referred to as “Landlord”) and JFBB SKI AREAS, INC., a Missouri corporation, (herein referred to as “Tenant”),
GROUND LEASEGround Lease • October 20th, 2014 • Peak Resorts Inc • Hotels & motels
THIS GROUND LEASE (“Lease”) is made and entered into as of this 27th day of May, 2003 (the “Effective Date”) by and between CROTCHED MOUNTAIN PROPERTIES, L.L.C., a New Hampshire limited liability company, (herein referred to as “Landlord”) and S N H DEVELOPMENT, INC., a Missouri corporation herein referred to as “Tenant”),
GUARANTY OF PAYMENTGuaranty of Payment • October 20th, 2014 • Peak Resorts Inc • Hotels & motels
THIS GUARANTY OF PAYMENT (this “Guaranty”), made as of March 10, 2006, by PEAK RESORTS, INC., a Missouri corporation (“Guarantor”) to and for the benefit of EPT CROTCHED MOUNTAIN, INC. (“Lender”).
LEASE AGREEMENT By and Between EPT MAD RIVER, INC., a Missouri corporation (“Landlord”) and MAD RIVER MOUNTAIN, INC., a Missouri corporation (“Tenant”) For: Mad River Mountain Ski Resort Bellefontaine, Ohio November 17, 2005Lease Agreement • October 20th, 2014 • Peak Resorts Inc • Hotels & motels
THIS LEASE, effective as of November 17, 2005, is made by and between EPT MAD RIVER, INC., a Missouri corporation (“Landlord”), and MAD RIVER MOUNTAIN, INC., a Missouri corporation (“Tenant”).
SECOND MODIFICATION AGREEMENT (Mt. Snow Development Loan)Second Modification Agreement • October 20th, 2014 • Peak Resorts Inc • Hotels & motels • Missouri
This SECOND MODIFICATION AGREEMENT (the “Agreement”) is made and entered into as of the 13th day of July, 2012 (the “Effective Date”), by and between PEAK RESORTS, INC., a Missouri corporation (“Peak”), MOUNT SNOW, LTD., a Vermont corporation (“Mount Snow”, and together with Peak, collectively, the “Borrower”) and EPT MOUNT SNOW, INC., a Delaware corporation (“Lender”).
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • April 18th, 2011 • Peak Resorts Inc
THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made as of the 30th day of June, 2006, by and between EPT MAD RIVER, INC., a Missouri corporation (“Landlord”) and MAD RIVER MOUNTAIN, INC., a Missouri corporation (“Tenant”).
LOAN AGREEMENT (Brandywine and Hidden Valley)Loan Agreement • October 20th, 2014 • Peak Resorts Inc • Hotels & motels • Missouri
THIS LOAN AGREEMENT (this “Agreement”) is made and entered into as of the 13th day of July, 2012 by and between Peak Resorts, Inc., a Missouri corporation (“Peak”), JFBB Ski Areas, Inc., a Missouri corporation (“JFBB”), Mad River Mountain, Inc., a Missouri corporation (“Mad River”), S N H Development, Inc., a Missouri corporation (“SNH”), LBO Holding, Inc., a Maine corporation (“LBO”), Mount Snow, Ltd., a Vermont corporation (“Mt. Snow”), Hidden Valley Golf and Ski, Inc., a Missouri corporation (“Hidden Valley”), Snow Creek, Inc., a Missouri corporation (“Snow Creek”), Paoli Peaks, Inc., a Missouri corporation (“Paoli Peaks”), Deltrecs, Inc., an Ohio corporation (“Deltrecs”), Brandywine Ski Resort, Inc., an Ohio corporation (“Brandywine”), Boston Mills Ski Resort, Inc., an Ohio corporation (“Boston Mills”) and WC Acquisition Corp., a New Hampshire corporation (“Wildcat”) (collectively, jointly and severally, “Borrower”), and EPT SKI PROPERTIES, INC., a Delaware corporation (“Lender”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 16th, 2017 • Peak Resorts Inc • Hotels & motels • Missouri
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into August 15, 2017 by and between PEAK RESORTS, INC., a Missouri corporation (the “Company”) and STEPHEN J. MUELLER (“Executive”).
AGREEMENT CONCERNING A LOAN FOR A HOLDER OF A SPECIAL USE PERMIT (Reference FSM 2717.3)Special Use Permit • April 18th, 2011 • Peak Resorts Inc
This agreement (Agreement) is made by the United States Department of Agriculture, Forest Service (the Forest Service); Meadow Green — Wildcat Corp., a New Hampshire corporation, (the Lender); and WC Acquisition Corp., a New Hampshire corporation (the Borrower).
MODIFICATION AGREEMENT (Mt. Snow Development Loan)Modification Agreement • April 18th, 2011 • Peak Resorts Inc • Missouri
This MODIFICATION AGREEMENT (the “Agreement”) is made and entered into as of the 1st day of April, 2010 (the “Effective Date”), by and between PEAK RESORTS, INC., a Missouri corporation (“Peak”), MOUNT SNOW, LTD., a Vermont corporation (“Mount Snow”, and together with Peak, collectively, the “Borrower”) and EPT MOUNT SNOW, INC., a Delaware corporation (“Lender”).
SECOND AMENDMENT TO GROUND LEASEGround Lease • April 18th, 2011 • Peak Resorts Inc
THIS SECOND AMENDMENT TO GROUND LEASE (this “Amendment”) is made and entered into this 31st day of January, 2008 (the “Effective Date”), by and between CROTCHED MOUNTAIN PROPERTIES, L.L.C., a New Hampshire limited liability company (“Landlord”), and S N H DEVELOPMENT, INC., a Missouri corporation (“Tenant”).
PROMISSORY NOTE (Mount Snow Development Land Loan)Promissory Note • April 18th, 2011 • Peak Resorts Inc
FOR VALUE RECEIVED, PEAK RESORTS, INC., a Missouri corporation and MOUNT SNOW, LTD, a Vermont corporation (jointly and severally, “Borrower”), hereby promises to pay to the order of EPT MOUNT SNOW, INC., a Delaware corporation (together with any and all of its successors and assigns and/or any other holder of this Note, “Lender”), without offset, in immediately available funds in lawful money of the United States of America, at 30 West Pershing Road, Suite 201, Kansas City, Missouri 64108, the principal sum of TWENTY-FIVE MILLION and NO/00 DOLLARS ($25,000,000.00) together with interest on the unpaid principal balance of this Note as hereinafter provided. Interest shall be calculated on the basis of a 360 day year.
