PURCHASE AND SALE AGREEMENT by and among CNL LIFESTYLE PROPERTIES, INC., CLP PARTNERS, LP, EPR PROPERTIES, SKI RESORT HOLDINGS LLC and THE OTHER SELLERS NAMED HEREIN Dated as of November 2, 2016Purchase and Sale Agreement • November 3rd, 2016 • Epr Properties • Real estate investment trusts • Maryland
THIS PURCHASE AND SALE AGREEMENT, dated as of November 2, 2016 (this “Agreement”), is made by and among EPR Properties, a Maryland real estate investment trust (the “Attractions Purchaser”), Ski Resort Holdings LLC, a Delaware limited liability company (the “Ski Purchaser”), CNL Lifestyle Properties, Inc., a Maryland corporation (the “Company”), CLP Partners, LP, a Delaware limited partnership (the “Operating Partnership”), each of the entities listed on Schedule 1 (the “Attractions Equity Sellers”), each of the entities listed on Schedule 2 (the “Ski Equity Sellers” and, collectively with the Attractions Equity Sellers, the “Equity Sellers”), each of the entities listed on Schedule 3 (the “U.S. Attractions Asset Sellers”), each of the entities listed on Schedule 4 (the “U.S. Ski Asset Sellers” and, collectively with the U.S. Attractions Asset Sellers, the “U.S. Asset Sellers”), R&H US Canadian Cypress Limited, a limited company incorporated under the Companies (Jersey) Law 1991 (the “
JOINT BUYERS AGREEMENT by and between EPR PROPERTIES and SKI RESORT HOLDINGS LLC November 2, 2016Joint Buyers Agreement • November 3rd, 2016 • Epr Properties • Real estate investment trusts • Maryland
WHEREAS, the Attractions Purchaser and the Ski Purchaser have entered into that certain Purchase and Sale Agreement, dated as of even date herewith (the “Purchase Agreement”), with CNL Lifestyle Properties, Inc., a Maryland corporation (“CNL”), CLP Partners, LP, a Delaware limited partnership (the “CNL Operating Partnership”), and the other sellers named therein (each, a “Seller,” and collectively, the “Sellers” and, together with CNL and CNL Operating Partnership, the “Seller Parties”), pursuant to which the Attractions Purchaser and the Ski Purchaser have agreed to acquire, or to cause one or more of its Affiliates or permitted assigns to acquire, the Equity Interests and the Purchased Assets from the Seller Parties, on the terms and subject to the conditions set forth in the Purchase Agreement;
