INDEMNIFICATION AGREEMENTIndemnification Agreement • January 10th, 2014 • Intrawest Resorts Holdings, Inc. • Services-miscellaneous amusement & recreation • Delaware
AGREEMENT, dated as of [ ], 2014 (this “Agreement”), between Intrawest Resorts Holdings, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 9th, 2015 • Intrawest Resorts Holdings, Inc. • Services-miscellaneous amusement & recreation • Colorado
THIS EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into effective as of June 29, 2015 (the “Effective Date”), by and between Intrawest Resorts Holdings, Inc., a Delaware corporation (the “Corporation”), and Karen Sanford (a/k/a Karen Bradley) (the “Executive”). Where the context permits, references to “the Corporation” shall include the Corporation and any successor to the Corporation.
STOCKHOLDERS AGREEMENT BY AND AMONG INTRAWEST RESORTS HOLDINGS, INC., INTRAWEST EUROPE HOLDINGS S.À R.L. AND INTRAWEST S.À R.L. Dated as of January 30, 2014Stockholders Agreement • May 13th, 2014 • Intrawest Resorts Holdings, Inc. • Services-miscellaneous amusement & recreation • New York
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of , 2014, by and between Intrawest Europe Holdings S.à r.l., a société à responsabilité limitée (private limited liability company) duly formed and validly existing under the laws of the Grand-Duchy of Luxembourg (“IEH”), Intrawest S.à r.l., a société à responsabilité limitée (private limited liability company) duly formed and validly existing under the laws of the Grand-Duchy of Luxembourg (“ITW S.à r.l.”) and Intrawest Resorts Holdings, Inc., a Delaware corporation (the “Company”). Unless otherwise indicated, references to articles and sections shall be to articles and sections of this Agreement. WHEREAS, the IEH and ITW S.à r.l. are holders of shares of Common Stock (as hereinafter defined); and
FORM OF INTRAWEST RESORTS HOLDINGS, INC. RESTRICTED STOCK GRANT AGREEMENTRestricted Stock Grant Agreement • January 21st, 2014 • Intrawest Resorts Holdings, Inc. • Services-miscellaneous amusement & recreation • Delaware
THIS RESTRICTED STOCK GRANT AGREEMENT is made as of this __ day of ______, 20_, (the “Agreement”), by and between Intrawest Resorts Holdings, Inc., a Delaware corporation (the “Company”), and ______________ (the “Grantee”).
FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE INTRAWEST RESORTS HOLDINGS, INC.Restricted Stock Unit Award Agreement • January 21st, 2014 • Intrawest Resorts Holdings, Inc. • Services-miscellaneous amusement & recreation • Delaware
This Award Agreement (this “RSU Award Agreement”), dated as of _________ __, 201_ (the “Date of Grant”), is made by and between Intrawest Resorts Holdings, Inc., a Delaware corporation (the “Company”), and William A. Jensen (the “Grantee”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Intrawest Resorts Holdings, Inc. 2014 Omnibus Incentive Plan (the “Plan”). Where the context permits, references to “the Company” shall include the Company and any successor to the Company.
BLUE MOUNTAIN RESORTS HOLDINGS INC. -and- INTRAWEST CORPORATION -and- BLUE MOUNTAIN RESORTS LIMITED SHAREHOLDERS’ AGREEMENT January 28, 1999Shareholders’ Agreement • January 10th, 2014 • Intrawest Resorts Holdings, Inc. • Services-miscellaneous amusement & recreation • Ontario
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the mutual covenants and agreements herein contained the parties hereto agree as follows:
Underwriting AgreementUnderwriting Agreement • January 21st, 2014 • Intrawest Resorts Holdings, Inc. • Services-miscellaneous amusement & recreation • New York
Intrawest Resorts Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives of the several Underwriters named in Schedule I hereto, an aggregate of [•] shares of common stock, par value $0.01 per share (“Stock”), of the Company, and the stockholder of the Company named in Schedule II hereto (the “Selling Stockholder”) proposes, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of [•] shares and, at the election of the Underwriters, up to [•] additional shares of Stock. The aggregate of [•] shares of Stock to be sold by the Company and the Selling Stockholder is herein called the “Firm Shares” and the aggregate of [•] additional shares of Stock to be sold by the Selling Stockholder is herein called the “Optional Shares”. The Firm Shares and the Optional Shares
WPRA First Amendment to Lease and Operating Agreement By and Between Winter Park Recreational Association And Intrawest/Winter Park Operations Corporation June 2004Lease and Operating Agreement • December 16th, 2013 • Intrawest Resorts Holdings, Inc. • Services-miscellaneous amusement & recreation
This WPRA First Amendment to Lease and Operating Agreement (“First Amendment to Lease”) is entered into by and between Winter Park Recreational Association (“WPRA”) and Intrawest/Winter Park Operations Corporation (together with the other entities directly or indirectly under common control or ownership with it, “Intrawest”) as of June ___, 2004, and amends that certain Lease and Operating Agreement between the parties recorded December 23, 2002 in the office of the Clerk and Recorder of Grand County, Colorado as Reception No. 2002-014286 (the “Lease”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • November 21st, 2014 • Intrawest Resorts Holdings, Inc. • Services-miscellaneous amusement & recreation • Colorado
THIS SEPARATION AGREEMENT AND GENERAL RELEASE (this “Agreement”), dated as of November 20, 2014, is made by and between Intrawest Resorts Holdings, Inc., a Delaware corporation (the “Corporation”), and William A. Jensen (“Jensen”, and together with the Corporation, the “Parties”).
SECOND AMENDMENTSecond Amendment • April 30th, 2015 • Intrawest Resorts Holdings, Inc. • Services-miscellaneous amusement & recreation • New York
This SECOND AMENDMENT, dated as of April 29, 2015 (this “Amendment”), to the Credit Agreement referred to below is made among INTRAWEST OPERATIONS GROUP HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), INTRAWEST OPERATIONS GROUP, LLC, a Delaware limited liability company (the “Borrower”), the Consenting Lenders and the Replacement Lender (each as defined below) and GOLDMAN SACHS LENDING PARTNERS LLC, as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Credit Agreement.
ContractRetention Agreement • April 10th, 2017 • Intrawest Resorts Holdings, Inc. • Services-miscellaneous amusement & recreation
THIS RETENTION AGREEMENT is made on April 7, 2017, by and between Intrawest Resorts Holdings, Inc. (the “Company”) and Travis Mayer (“you”) with reference to the following facts:
SUPPLEMENTAL AGREEMENT NO. VII TO AGREEMENT BETWEEN WINTER PARK RECREATIONAL ASSOCIATION AND THE CITY AND COUNTY OF DENVERSupplemental Agreement • November 12th, 2013 • Intrawest Resorts Holdings, Inc. • Services-miscellaneous amusement & recreation
THIS SUPPLEMENTAL AGREEMENT NO. VII (this “Supplement”), is entered into as of Oct 4, 2002, by and between WINTER PARK RECREATIONAL ASSOCIATION, a Colorado nonprofit corporation (the “Association”) and THE CITY AND COUNTY OF DENVER, a Colorado municipal corporation (the “City”).
ContractRetention Agreement • April 10th, 2017 • Intrawest Resorts Holdings, Inc. • Services-miscellaneous amusement & recreation
THIS RETENTION AGREEMENT is made on April 7, 2017, by and between Intrawest Resorts Holdings, Inc. (the “Company”) and Sky Foulkes (the “Employee” or “you”) with reference to the following facts:
FIFTH AMENDMENT TO LEASE AND OPERATING AGREEMENTLease and Operating Agreement • December 16th, 2013 • Intrawest Resorts Holdings, Inc. • Services-miscellaneous amusement & recreation
THIS FIFTH AMENDMENT TO LEASE AND OPERATING AGREEMENT (this “Fifth Amendment”) is dated as of April 10, 2013 (“Effective Date”) by and between INTRAWEST/WINTER PARK OPERATIONS CORPORATION, a Delaware corporation (“Tenant”) and WINTER PARK RECREATIONAL ASSOCIATION, a Colorado nonprofit corporation (“Landlord”). All recording references contained herein are to the real estate records maintained by the Office of the Clerk and Recorder for Grand County, Colorado (the “Records”). Any capitalized terms contained in this Fifth Amendment that are not defined herein shall have the meaning ascribed to them in the Lease, as hereinafter defined.
PURCHASE AGREEMENTPurchase Agreement • February 3rd, 2016 • Intrawest Resorts Holdings, Inc. • Services-miscellaneous amusement & recreation
PURCHASE AGREEMENT (this “Agreement”), dated as of November 24, 2015, among INTRAWEST U.S. HOLDINGS INC. (“Intrawest U.S.”), a Delaware corporation, Intrawest ULC d/b/a Intrawest Resort Club Group (“Intrawest ULC”), an Alberta unlimited liability company (each a “Seller,” collectively the “Sellers”), DIAMOND RESORTS CORPORATION, a Maryland corporation (the “Purchaser”), and DIAMOND RESORTS INTERNATIONAL, INC., a Delaware corporation (“DRII”).
RECEPTION#: 2016001835, 03/17/2016 at 03:44:57 PM, 1 OF 5, R $31.00, Additional Names Fee: , , Doc Code:AGR, Sara L. Rosene, Grand County Clerk and Recorder, ColoradoLease and Operating Agreement • September 8th, 2016 • Intrawest Resorts Holdings, Inc. • Services-miscellaneous amusement & recreation
BLUE MOUNTAIN RESORTS HOLDINGS INC. - and - LE SOMMET PROPERTY MANAGEMENT INC. SHARE PURCHASE AGREEMENT DATED September 12, 2014Share Purchase Agreement • September 12th, 2014 • Intrawest Resorts Holdings, Inc. • Services-miscellaneous amusement & recreation • Ontario
For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by each Party, the Parties agree as follows:
FIFTH AMENDMENTFifth Amendment • October 19th, 2016 • Intrawest Resorts Holdings, Inc. • Services-miscellaneous amusement & recreation • New York
This FIFTH AMENDMENT, dated as of October 14, 2016 (this “Amendment”), to the Credit Agreement referred to below is made among INTRAWEST OPERATIONS GROUP HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), INTRAWEST OPERATIONS GROUP, LLC, a Delaware limited liability company (the “Borrower”), the Consenting Lenders and the Replacement Lender (each as defined below) and GOLDMAN SACHS LENDING PARTNERS LLC, as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Credit Agreement. This Amendment shall constitute a Loan Document for all purposes of the Credit Agreement and the other Loan Documents.
THIRD AMENDATORY AGREEMENT TO SUPPLEMENTAL AGREEMENT NO. VIIThird Amendatory Agreement • November 12th, 2013 • Intrawest Resorts Holdings, Inc. • Services-miscellaneous amusement & recreation
THIS THIRD AMENDATORY AGREEMENT is entered into as of the date set forth on the signature sheet below for the City and County of Denver between WINTER PARK RECREATIONAL ASSOCIATION, a Colorado nonprofit corporation (“Association”) and the CITY AND COUNTY OF DENVER, a municipal corporation of the State of Colorado (“City”).
CREDIT AGREEMENT among INTRAWEST OPERATIONS GROUP HOLDINGS, LLC, as Holdings, INTRAWEST OPERATIONS GROUP, LLC, as the Borrower, The Several Lenders from Time to Time Parties Hereto, GOLDMAN SACHS LENDING PARTNERS LLC, as Administrative Agent and Swing...Credit Agreement • December 16th, 2013 • Intrawest Resorts Holdings, Inc. • Services-miscellaneous amusement & recreation • New York
CREDIT AGREEMENT, dated as of December 9, 2013 among Intrawest Operations Group Holdings, LLC, a Delaware limited liability company (“Holdings”), Intrawest Operations Group, LLC, a Delaware limited liability company (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), GOLDMAN SACHS LENDING PARTNERS LLC (“Goldman Sachs”), as administrative agent (in such capacity, together with any successor appointed in accordance with Section 8.6, the “Administrative Agent”) and as Swing Line Lender (as defined below), and GOLDMAN SACHS BANK USA, as Issuing Bank (as defined below).
AGREEMENT AND PLAN OF MERGER Dated as of April 7, 2017 among INTRAWEST RESORTS HOLDINGS, INC. HAWK HOLDING COMPANY, LLC HAWK HOLDING COMPANY, INC. and HAWK MERGER SUB, INC.Agreement and Plan of Merger • April 10th, 2017 • Intrawest Resorts Holdings, Inc. • Services-miscellaneous amusement & recreation • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 7, 2017, among Intrawest Resorts Holdings, Inc., a Delaware corporation (the “Company”), Hawk Holding Company, LLC, a Delaware limited liability company (“Parent”), Hawk Holding Company, Inc., a Delaware corporation (“HHC”), and Hawk Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”).
When recorded return to: Brownstein Hyatt Farber Schreck, LLPLease and Operating Agreement • September 8th, 2016 • Intrawest Resorts Holdings, Inc. • Services-miscellaneous amusement & recreation
SIXTH AMENDMENT TO LEASE AND OPERATING AGREEMENTLease and Operating Agreement • December 16th, 2013 • Intrawest Resorts Holdings, Inc. • Services-miscellaneous amusement & recreation
THIS SIXTH AMENDMENT TO LEASE AND OPERATING AGREEMENT (this “Sixth Amendment”) is made effective as of September 30, 2013 by and between INTRAWEST/WINTER PARK OPERATIONS CORPORATION, a Delaware corporation (“Tenant”) and WINTER PARK RECREATIONAL ASSOCIATION, a Colorado nonprofit corporation (“Landlord”). All recording references contained herein are to the real estate records maintained by the Office of the Clerk and Recorder for Grand County, Colorado (the “Records”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • January 13th, 2015 • Intrawest Resorts Holdings, Inc. • Services-miscellaneous amusement & recreation
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into effective as of January 12, 2015, by and between Intrawest Resorts Holdings, Inc. (the “Corporation”) and Travis Mayer (the “Executive”).
THIRD AMENDMENTThird Amendment • June 3rd, 2015 • Intrawest Resorts Holdings, Inc. • Services-miscellaneous amusement & recreation • New York
This THIRD AMENDMENT, dated as of June 1, 2015 (this “Amendment”), to the Credit Agreement referred to below is made among INTRAWEST OPERATIONS GROUP HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), INTRAWEST OPERATIONS GROUP, LLC, a Delaware limited liability company (the “Borrower”), the Revolving Lenders listed on the signature pages hereto and GOLDMAN SACHS LENDING PARTNERS LLC, as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Credit Agreement.
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • May 7th, 2015 • Intrawest Resorts Holdings, Inc. • Services-miscellaneous amusement & recreation • Colorado
THIS SEPARATION AGREEMENT AND GENERAL RELEASE (this “Agreement”), dated as of March 13, 2015, is made by and between Intrawest Resorts Holdings, Inc., a Delaware corporation (the “Corporation”), and Joshua B. Goldstein (“Goldstein”, and together with the Corporation, the Parties”).
FOURTH AMENDMENT TO LEASE AND OPERATING AGREEMENTLease and Operating Agreement • December 16th, 2013 • Intrawest Resorts Holdings, Inc. • Services-miscellaneous amusement & recreation
THIS FOURTH AMENDMENT TO LEASE AND OPERATING AGREEMENT (this “Fourth Amendment”) is dated as of January 30th, 2013 by and between INTRAWEST/WINTER PARK OPERATIONS CORPORATION, a Delaware corporation (“Tenant”), and WINTER PARK RECREATIONAL ASSOCIATION, a Colorado nonprofit corporation (“Landlord”). All recording references contained herein are to the real estate records maintained by the Office of the Clerk and Recorder for Grand County, Colorado (the “Records”).
RESIGNATION, WAIVER AND APPOINTMENT AGREEMENT AND SIXTH AMENDMENTResignation, Waiver and Appointment Agreement And • February 2nd, 2017 • Intrawest Resorts Holdings, Inc. • Services-miscellaneous amusement & recreation • New York
This RESIGNATION, WAIVER AND APPOINTMENT AGREEMENT AND SIXTH AMENDMENT, dated as of December 30, 2016 (this “Amendment”), to the Credit Agreement referred to below is made among INTRAWEST OPERATIONS GROUP HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), INTRAWEST OPERATIONS GROUP, LLC, a Delaware limited liability company (the “Borrower”), the Lenders (as defined below) party hereto, GOLDMAN SACHS LENDING PARTNERS LLC (“GSLP”), as administrative agent (in such capacity, the “Administrative Agent”) and swing line lender (in such capacity, the “Swing Line Lender”), Bank of America, N.A. (“Bank of America”), as Successor Agent (as defined below) and GOLDMAN SACHS BANK USA (“GS Bank”), as Issuing Bank. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Credit Agreement. This Amendment shall constitute a Loan Document for all purposes of the Credit Agreement and the other Loan Documents.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 10th, 2014 • Intrawest Resorts Holdings, Inc. • Services-miscellaneous amusement & recreation
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of the 11th day of September, 2014, by and between Intrawest Resorts Holdings, Inc. (the “Corporation”) and Travis Mayer (the “Executive”).
GUARANTY AGREEMENTGuaranty Agreement • November 12th, 2013 • Intrawest Resorts Holdings, Inc. • Services-miscellaneous amusement & recreation
THIS GUARANTY AGREEMENT is entered into on June 6, 2007, between (i) INTRAWEST HOLDINGS S.à r.1., a Luxembourg corporation (“IW Holdings”) and INTRAWEST U.S. HOLDINGS, INC. a Delaware corporation (“US Holdings”), and (ii) WINTER PARK RECREATIONAL ASSOCIATION, a Colorado non-profit corporation (the “WPRA”), for itself and as agent for the City and County of Denver, a Colorado municipal corporation. IW Holdings and US Holdings shall be collectively referred to herein as the “Guarantor”.
LEASE AND OPERATING AGREEMENT BY AND BETWEEN WINTER PARK RECREATIONAL ASSOCIATION AND INTRAWEST/WINTER PARK OPERATIONS CORPORATIONLease and Operating Agreement • November 12th, 2013 • Intrawest Resorts Holdings, Inc. • Services-miscellaneous amusement & recreation • Colorado
THIS LEASE AND OPERATING AGREEMENT (this “Agreement” or “Lease”), dated as of December 23, 2002, by and between WINTER PARK RECREATIONAL ASSOCIATION, a Colorado non-profit corporation (“Landlord”), as agent for the City and County of Denver, a Colorado municipal corporation (the “City”), pursuant to the Agency Agreement (as hereinafter defined), and INTRAWEST/WINTER PARK OPERATIONS CORPORATION, a Delaware corporation (“Tenant”). Landlord and Tenant are referred to collectively herein as the “Parties.”
FOURTH AMENDMENTFourth Amendment • April 12th, 2016 • Intrawest Resorts Holdings, Inc. • Services-miscellaneous amusement & recreation • New York
This FOURTH AMENDMENT, dated as of April 8, 2016 (this “Amendment”), to the Credit Agreement referred to below is made among INTRAWEST OPERATIONS GROUP HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), INTRAWEST OPERATIONS GROUP, LLC, a Delaware limited liability company (the “Borrower”), the Consenting Lenders (as defined below) and GOLDMAN SACHS LENDING PARTNERS LLC, as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Credit Agreement.
FIRST AMENDATORY AGREEMENT TO SUPPLEMENTAL AGREEMENT NO. VIIFirst Amendatory Agreement • November 12th, 2013 • Intrawest Resorts Holdings, Inc. • Services-miscellaneous amusement & recreation
THIS FIRST AMENDATORY AGREEMENT is entered into this 20th day of December, 2005, between WINTER PARK RECREATIONAL ASSOCIATION, a Colorado nonprofit corporation (“Association”) and the CITY AND COUNTY OF DENVER, a municipal corporation of the State of Colorado (“City,”).
SECOND AMENDATORY AGREEMENT TO SUPPLEMENTAL AGREEMENT NO. VIISecond Amendatory Agreement • November 12th, 2013 • Intrawest Resorts Holdings, Inc. • Services-miscellaneous amusement & recreation
THIS SECOND AMENDATORY AGREEMENT (this “Amendment”) is entered into this 30th day of December, 2008, by and between WINTER PARK RECREATIONAL ASSOCIATION, a Colorado nonprofit corporation (the “Association”), and the CITY AND COUNTY OF DENVER, a municipal corporation of the State of Colorado (the “City”).
RECEPTION#: 2014000545, 02/03/2014 at 09:40:49 AM, 1 OF 5, R $31.00, Additional Names Fee: , , Doc Code: AMD, Sara L. Rosene, Grand County Clerk and Recorder, ColoradoLease and Operating Agreement • September 8th, 2016 • Intrawest Resorts Holdings, Inc. • Services-miscellaneous amusement & recreation
