RIGHT OF FIRST REFUSAL AGREEMENTRight of First Refusal Agreement • January 6th, 2015 • Peak Resorts Inc • Hotels & motels • Missouri
THIS RIGHT OF FIRST REFUSAL AGREEMENT (this "Agreement"), dated as of December, 1, 2014 ("Effective Date"), is made and entered into among L.B.O. HOLDING, INC., a Maine corporation (hereinafter referred to as "LBO"), and EPT SKI PROPERTIES, INC., a Delaware corporation (hereinafter referred to as "EPR"). LBO and EPR are sometimes collectively referred to herein as the "Parties" and each of the Parties is sometimes singularly referred to herein as a "Party".
MASTER CREDIT AND SECURITY AGREEMENT Dated as of December 1, 2014 AmongMaster Credit and Security Agreement • January 6th, 2015 • Peak Resorts Inc • Hotels & motels • Missouri
MASTER RIGHT OF FIRST REFUSAL AGREEMENT (Finance and Acquisition Opportunities)Master Right of First Refusal Agreement • January 6th, 2015 • Peak Resorts Inc • Hotels & motels • Missouri
THIS MASTER RIGHT OF FIRST REFUSAL AGREEMENT (this “Agreement”), is made as of this 1st day of December, 2014 (the “Effective Date”), by and between EPT SKI PROPERTIES, INC., a Delaware corporation (“EPR”), and PEAK RESORTS, INC., a Missouri corporation (“Peak”).
GUARANTY AGREEMENTGuaranty Agreement • January 6th, 2015 • Peak Resorts Inc • Hotels & motels • Missouri
THIS GUARANTY AGREEMENT (this “Guaranty”), is made as of December 1, 2014, PEAK RESORTS, INC., a Missouri corporation (“Peak Resorts”), JFBB SKI AREAS, INC., a Missouri corporation (“JFBB”), MAD RIVER MOUNTAIN, INC., a Missouri corporation, S N H DEVELOPMENT, INC., a Missouri corporation, L.B.O HOLDING, INC., a Maine corporation, MOUNT SNOW, LTD., a Vermont corporation (“Mount Snow”), SYCAMORE LAKE, INC., an Ohio corporation (“Sycamore Lake”), HIDDEN VALLEY GOLF AND SKI, INC., a Missouri corporation, SNOW CREEK, INC., a Missouri corporation, PAOLI PEAKS, INC., a Missouri corporation, DELTRECS, INC., an Ohio corporation (“Deltrecs”), BRANDYWINE SKI RESORT, INC., an Ohio corporation (“Brandywine”), BOSTON MILLS SKI RESORT, INC., an Ohio corporation (“Boston Mills”), WC ACQUISITION CORP., a New Hampshire corporation, RESORT HOLDINGS, L.L.C., a Missouri limited liability company, and BLC OPERATORS, INC., a Pennsylvania corporation (collectively, jointly and severally, “Guarantor”), for the
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • January 6th, 2015 • Peak Resorts Inc • Hotels & motels
THIS SECOND AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made as of the 1st day of December, 2014 (the “Effective Date”), by and between EPT MAD RIVER, INC., a Missouri corporation (“Landlord”) and MAD RIVER MOUNTAIN, INC., a Missouri corporation (“Tenant”).
AMENDED AND RESTATED PROMISSORY NOTE (Jack Frost/Big Boulder)Peak Resorts Inc • January 6th, 2015 • Hotels & motels
FOR VALUE RECEIVED, PEAK RESORTS, INC., a Missouri corporation and JFBB SKI AREAS, INC., an Missouri corporation (collectively, jointly and severally, “Borrower”), hereby promise 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, Missouri 64106, the principal sum of FOURTEEN MILLION TWO HUNDRED SIXTY-EIGHT THOUSAND FOUR HUNDRED NINETY-SIX AND NO 100 DOLLARS ($14,268,496.00) 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.
MASTER CROSS-DEFAULT AGREEMENTMaster Cross-Default Agreement • January 6th, 2015 • Peak Resorts Inc • Hotels & motels • Missouri
THIS MASTER CROSS DEFAULT AGREEMENT is dated as of December 1, 2014, by and among EPT SKI PROPERTIES, INC., a Delaware corporation (“EPT Ski”), and EPT MOUNT SNOW, INC., a Delaware corporation (“EPT Mount Snow”), EPT MAD RIVER, INC., a Missouri corporation (“EPT Mad River,” EPT Ski and EPT Mount Snow, collectively, “EPT Properties”) and PEAK RESORTS, INC., a Missouri corporation (“Peak”), MAD RIVER MOUNTAIN, INC., a Missouri corporation (“Mad River”), MOUNT SNOW, LTD., a Vermont corporation (“Mt. Snow”), SYCAMORE LAKE, INC., an Ohio corporation (“SYCAMORE LAKE”), 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 JFBB SKI AREAS, INC, a Missouri corporation (“JFBB”, Peak, Mad River, Sycamore Lake, Deltrecs, Brandywine and Boston Mills are collectively referred to herein as the “Borrowers”); SNH DEVELOPMENT, INC., a Missouri corporation, L.B.O. HOLDING,
AMENDED AND RESTATED PROMISSORY NOTE (Boston Mills/Brandywine)Promissory Note • January 6th, 2015 • Peak Resorts Inc • Hotels & motels
FOR VALUE RECEIVED, PEAK RESORTS, INC., a Missouri corporation, BOSTON MILLS SKI RESORT, INC., an Ohio corporation, BRANDYWINE SKI RESORT, INC., an Ohio corporation, and DELTRECS, INC., an Ohio corporation (collectively, jointly and severally, “Borrower”), hereby promise 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, Missouri 64106, the principal sum of TWENTY-THREE MILLION TWO HUNDRED NINETY-THREE THOUSAND TWO HUNDRED NINETY-SIX AND NO 100 DOLLARS ($23,293,296.00) 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.
OPTION AGREEMENT BETWEEN BRANDYWINE SKI RESORT, INC., BOSTON MILLS SKI RESORT, INC., JFBB SKI AREAS, INC., and SYCAMORE LAKE, INC. as SELLER AND EPT SKI PROPERTIES, INC., a Delaware corporation, as PURCHASER For the Option to Purchase and Lease Back...Option Agreement • January 6th, 2015 • Peak Resorts Inc • Hotels & motels • Missouri
THIS OPTION AGREEMENT (the “Agreement”) is made and entered into as of the Effective Date by and among BRANDYWINE SKI RESORT, INC., an Ohio corporation, BOSTON MILLS SKI RESORT, INC., an Ohio corporation, JFBB SKI AREAS, INC., a Missouri corporation and SYCAMORE LAKE, INC., an Ohio 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.”
