Golf Course Maintenance Facility Location
EXHIBIT G
Canyons SPA Assignment Agreement
EXHIBIT H
Colony Development Agreement Assignment
EXHIBIT I
Colony MOU Participation Agreement
EXHIBIT J
Reserved
EXHIBIT K
Reserved
EXHIBIT L
Reserved
EXHIBIT M
Historical PCMR Leases
EXHIBIT N
Memorandum of Lease
EXHIBIT O
Example of Monthly Financial Report
EXHIBIT P
Reserved
EXHIBIT Q
Form of Permitted Landlord Mortgagee Protection Agreement
EXHIBIT R
Form of SNDA
EXHIBIT S
Reserved
EXHIBIT T
RVMA Assignment Agreement
EXHIBIT U
Reserved
EXHIBIT V
Strategic Development Parcel
EXHIBIT W
Reserved
v
EXHIBIT X
Transaction Documents
EXHIBIT Y
Reserved
EXHIBIT Z
Reserved
EXHIBIT AA
Conditions to Release of Strategic Development Parcels
EXHIBIT BB
Form of Guaranty
EXHIBIT CC
Approved Kashruth Supervisors
EXHIBIT DD
Synagogue Space, Shared Synagogue Space and Overflow Space
EXHIBIT EE
Tenant's Current Business Interruption Insurance Coverage
vi
This MASTER AGREEMENT OF LEASE (this "Lease"), dated as of May 29, 2013 (the
"Lease Execution Date"), by and between TALISKER CANYONS LEASECO LLC, a Delaware
limited liability company, having an address at 145 Adelaide Street West,
Toronto, Ontario, M5H 4E5, Canada ("Landlord"), and VR CPC HOLDINGS, INC., a
Delaware corporation, having an address at c/o Vail Resorts Management Company,
390 Interlocken Crescent, Broomfield, CO 80021 ("Tenant").
W I T N E S S E T H:
WHEREAS, Landlord and certain of its Affiliates are the owners of the Canyons
Resort (as defined below) and are the fee simple owner of the Owned Land (as
defined below) and the Improvements thereon;
WHEREAS, Landlord desires to lease the Demised Premises to Tenant, and Tenant
desires to hire and lease from Landlord, the Demised Premises, subject to, upon
and in accordance with the terms, covenants, conditions and provisions of this
Lease; and
WHEREAS, concurrently herewith Tenant is acquiring all Personal Property of
Landlord and its Affiliates located at or used in connection with the Canyons
Resort by way of that certain Bill of Sale of even date herewith between
Landlord and Tenant, certain tenant leases, equipment leases, contracts and
other intangible personal property by way of that certain Assignment of Leases,
Contract Rights and Other Intangible Property of even date herewith between ASC
Utah LLC (an Affiliate of Landlord) and Tenant, together with certain other
assets contemplated pursuant to that certain Transaction Agreement, dated as of
May 24, 2013, between Landlord, certain of Landlord's Affiliates and Tenant (the
"Transaction Agreement").
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements hereinafter set forth, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, it is hereby
mutually covenanted and agreed by and between the parties hereto that this Lease
is made upon the terms, covenants and conditions hereinafter set forth.
Without
limiting the generality of the foregoing, Landlord hereby grants and leases to
Tenant, and Tenant hereby accepts and leases from Landlord, the leasehold estate
established under and pursuant to the terms of this Lease in and to the Demised
Premises, subject to the Permitted Encumbrances (as defined below),