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”).
INDEMNIFICATION AGREEMENT (Director)Indemnification Agreement • October 20th, 2014 • Peak Resorts Inc • Hotels & motels • Missouri
This Indemnification Agreement (“Agreement”) is entered into as of the day of , 2014, by and between PEAK RESORTS, INC., a Missouri corporation (the “Corporation”) and <DIRECTOR NAME> (“Indemnitee”), a member of the board of directors (“Board”) of the Corporation.
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
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.
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).
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”),
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”).
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”).
EPT Mount Snow, Inc. c/o EPR PropertiesPeak Resorts Inc • October 20th, 2014 • Hotels & motels
MODIFICATION AGREEMENT (Mt. Snow Development Loan)Modification Agreement • October 20th, 2014 • Peak Resorts Inc • Hotels & motels • 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”).
PROMISSORY NOTE (Alpine Valley)Peak Resorts Inc • October 20th, 2014 • Hotels & motels
FOR VALUE RECEIVED, SYCAMORE LAKE, INC., an Ohio corporation (“Sycamore”), PEAK RESORTS, INC., a Missouri corporation (“Peak”) (Peak, and, together with Sycamore, jointly and severally “Borrower”) promises to pay to the order of EPT SKI PROPERTIES, 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 909 Walnut Street, Suite 200, Kansas City, MO 64106, the principal sum of up to FIVE MILLION FIFTY THOUSAND AND 00/100 DOLLARS ($5,050,000.00), or such lesser amount as may be borrowed hereunder (the “Loan”), 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.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 20th, 2014 • Peak Resorts Inc • Hotels & motels • Ohio
THIS STOCK PURCHASE AGREEMENT (“Agreement”) is made and entered into as of this 17th day of October, 2012 among Peak Resorts, Inc., a Missouri corporation (“Buyer”), and those individuals listed on Schedule 2.6(b)(i)(B) (collectively, the “Sellers” and individually “Seller”), and on its own behalf, and on behalf of each Seller, S. Sandy Satullo II (“Sellers’ Representative”).
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”), 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 MODIFICATION AGREEMENTFirst Modification Agreement • October 20th, 2014 • Peak Resorts Inc • Hotels & motels • Missouri
This FIRST MODIFICATION AGREEMENT (the “Agreement”) is made and entered into as of the 30th day of June, 2009 (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”).
NOTE MODIFICATION AGREEMENTNote Modification Agreement • October 20th, 2014 • Peak Resorts Inc • Hotels & motels • Missouri
THIS NOTE MODIFICATION AGREEMENT (the “Agreement”) is made and entered into as of October 30, 2007 (the “Effective Date”) by and between PEAK RESORTS, INC., a Missouri corporation and L.B.O. HOLDING, INC., a Maine corporation (collectively, “Borrower”) and EPT MOUNT SNOW, INC., a Delaware corporation (‘‘Lender”).
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • October 20th, 2014 • Peak Resorts Inc • Hotels & motels
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”).
THIRD MODIFICATION AGREEMENT (Mt. Snow Development Loan)Third Modification Agreement • October 20th, 2014 • Peak Resorts Inc • Hotels & motels • Missouri
This THIRD MODIFICATION AGREEMENT (the “Agreement”) is made and entered into as of April 1, 2013 (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, “Borrower”) and EPT MOUNT SNOW, INC., a Delaware corporation (“Lender”).
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); MEADOW GREEN — WILDCAT CORP., a New Hampshire corporation, (the Lender); and WC ACQUISITION CORP., a New Hampshire corporation (the Borrower).
FIRST AMENDMENT TO LOAN AGREEMENT (With Consent of Guarantors)Loan Agreement • October 20th, 2014 • Peak Resorts Inc • Hotels & motels • Missouri
This First Amendment to Loan Agreement (this “First Amendment”) is made and entered into to be effective as of July 26, 2013 (the “Effective Date”), by and between SYCAMORE LAKE INC., an Ohio corporation (“Sycamore”), PEAK RESORTS, INC., a Missouri corporation (“Peak”, and, together with Sycamore, jointly and severally, “Borrower”) and EPT SKI PROPERTIES, INC., a Delaware corporation (“Lender”).
PURCHASE AGREEMENT by and among MOUNT SNOW LTD. L.B.O. HOLDING, INC. AMERICAN SKIING COMPANY and PEAK RESORTS, INC. February 16, 2007Purchase Agreement • October 20th, 2014 • Peak Resorts Inc • Hotels & motels • Maine
PURCHASE AGREEMENT, dated as of February16, 2007 (this “Agreement”), by and among MOUNT SNOW LTD., a Vermont corporation (“MS”), L.B.O. HOLDING, INC., a Maine corporation (“LBO” and, together with MS, the “Companies”), AMERICAN SKIING COMPANY, a Delaware corporation (“ASC”, and together with Companies, the “Sellers”), and PEAK RESORTS, INC., a Missouri corporation (“Buyer”), for the sale and purchase of all of the outstanding capital stock in the Companies (the “Stock”).
PROMISSORY NOTE (Mount Snow Development Land Loan)Peak Resorts Inc • October 20th, 2014 • Hotels & motels
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.
BLANKET CONVEYANCE, BILL OF SALE AND ASSIGNMENTPeak Resorts Inc • October 20th, 2014 • Hotels & motels
WHEREAS, it is the desire of WILDCAT MOUNTAIN SKI AREA, INC., a New Hampshire corporation, MEADOW GREEN — WILDCAT SKILIFT CORP., a New Hampshire corporation, and MEADOW GREEN — WILDCAT CORP., a New Hampshire corporation (collectively “Assignor”) hereby to assign, transfer, sell and convey to WC ACQUISITION CORP. (“Assignee”) (Assignor and Assignee are sometimes collectively referred to as the “Parties”) all Personal Property attached or appurtenant to or used in connection with that certain tract of Land and all Improvements thereon commonly known as Wildcat Mountain Ski Area, more particularly described on Exhibit A attached hereto and made a part hereof for all purposes (“Property”) and all existing warranties or guarantees given in connection with the operation of the Property (to the extent assignable) (all of such properties and assets being collectively called the “Assigned Properties”).
AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT Dated as of October 30, 2007 Among MAD RIVER MOUNTAIN, INC., SNH DEVELOPMENT, INC., L.B.O. HOLDING, INC., MOUNT SNOW, LTD., PEAK RESORTS, INC., HIDDEN VALLEY GOLF AND SKI, INC., SNOW CREEK, INC.,...Credit and Security Agreement • October 20th, 2014 • Peak Resorts Inc • Hotels & motels • Missouri
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • October 20th, 2014 • Peak Resorts Inc • Hotels & motels • Vermont
THIS AGREEMENT, made by and between Piggy and the Three J’s, LLC, a Vermont limited liability company with a place of business in Wilmington, Vermont, and the Estate of James L. McGovern, III (the “Seller”) and Mount Snow Ltd, a Vermont corporation with a place of business in Dover, Vermont, or its assignee (the “Buyer”).
AGREEMENTAgreement • October 20th, 2014 • Peak Resorts Inc • Hotels & motels
THIS AGREEMENT drafted in Three Parts is made this, 24th day of March 2011 by and between Mount Snow Ltd. organized and existing under the laws of the State of Vermont and located at
AGREEMENT OF SALE AND PURCHASE BETWEEN WILDCAT MOUNTAIN SKI AREA, INC., a New Hampshire corporation, MEADOW GREEN-WILDCAT SKILIFT CORP., a New Hampshire corporation AND MEADOW GREEN — WILDCAT CORP., a New Hampshire corporation (Collectively “SELLER”)...Agreement of Sale and Purchase • October 20th, 2014 • Peak Resorts Inc • Hotels & motels • New Hampshire
THIS AGREEMENT OF SALE AND PURCHASE (the “Agreement”) is made and entered into as of the Effective Date by and between WILDCAT MOUNTAIN SKI AREA, INC., a New Hampshire corporation, MEADOW GREEN — WILDCAT SKILIFT CORP., a New Hampshire corporation, and MEADOW GREEN — WILDCAT CORP., a New Hampshire corporation (collectively “Seller”), and WC ACQUISITION CORP., a New Hampshire corporation (“Purchaser”). Seller and Purchaser are sometimes collectively referred to herein as the “Parties” and each of the Parties is sometimes singularly referred to herein as a “Party.”
SECOND AMENDMENT TO GROUND LEASEGround Lease • October 20th, 2014 • Peak Resorts Inc • Hotels & motels
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”).
OPTION AGREEMENT BETWEEN HIDDEN VALLEY GOLF AND SKI, INC., SNOW CREEK, INC., PAOLI PEAKS, INC. BRANDYWINE SKI RESORT, INC., BOSTON MILLS SKI RESORT, INC., and JFBB SKI AREAS, INC., as SELLER AND EPT SKI PROPERTIES, INC., a Delaware corporation, as...Option Agreement • October 20th, 2014 • Peak Resorts Inc • Hotels & motels • Missouri
THIS OPTION AGREEMENT (the “Agreement”) is made and entered into as of the Effective Date by and between HIDDEN VALLEY GOLF AND SKI, INC., a Missouri corporation, SNOW CREEK, INC., a Missouri corporation, PAOLI PEAKS, INC., a Missouri corporation, BRANDYWINE SKI RESORT, INC., an Ohio corporation, BOSTON MILLS SKI RESORT, INC., an Ohio corporation, and JFBB SKI AREAS, INC., a Missouri corporation (collectively and sometimes each individually herein referred to as “Seller”), and EPT SKI PROPERTIES, INC., a Delaware corporation (“Purchaser”). Seller and Purchaser are sometimes collectively referred to herein as the “Parties” and each of the Parties is sometimes singularly referred to herein as a “Party.”
AMENDMENT TO AGREEMENT OF SALEAgreement of Sale • October 20th, 2014 • Peak Resorts Inc • Hotels & motels
This Amendment to Agreement of Sale (the “Amendment”) is made as of the 6th day of December, 2011 by and among BIG BOULDER CORPORATION, a Pennsylvania corporation (“Seller”), and JFBB SKI AREAS, INC., a Missouri corporation (“Buyer”).
SECOND AMENDMENT TO AGREEMENT OF SALEAgreement of Sale • October 20th, 2014 • Peak Resorts Inc • Hotels & motels
This Second Amendment to Agreement of Sale (the “Second Amendment”) is made as of the 15 day of December, 2011 by and among BLUE RIDGE REAL ESTATE COMPANY, a Pennsylvania corporation (“Seller”), and JFBB SKI AREAS, INC., a Missouri corporation (“Buyer”).
LOAN AGREEMENT (Alpine Valley)Loan Agreement • October 20th, 2014 • Peak Resorts Inc • Hotels & motels • Missouri
