Exhibit 10.50

RESTRUCTURE AGREEMENT

This Restructure Agreement is made this 9th day of November, 2014 (the “Effective Date”), by and between the EPR Parties (hereinafter defined) and Peak Parties (hereinafter defined).

WHEREAS, Peak Resorts, Inc., a Missouri corporation (“Peak”), is presently preparing for an initial public offering its stock (the “Peak IPO”); and

WHEREAS, the Peak Parties have requested the execution and delivery of this Agreement in connection with facilitating the Peak IPO.

NOW, THEREFORE, in consideration of good and valuable consideration, the receipt of which is hereby acknowledged, the EPR Parties and the Peak Parties hereby covenant and agree as follows:

1.                                      Definitions:  All terms as used in this Agreement shall, unless otherwise defined in the body of this Agreement, have the meaning given to such terms in Exhibit A to this Agreement.

2.                                      Closing:

(a)                                 Pay-Off Amount.  On the Closing Date, Peak will cause to be paid the Pay-Off Amount to the EPR Parties.

(b)                                 Closing and Transaction Costs.  On the Closing Date, Peak will cause to be paid any unpaid Closing and Transaction Costs.

(c)                                  Defeasance Fee.  On the Closing Date, Peak will cause to be paid the Defeasance Fee to the EPR Parties.

(d)                                 Master Transaction Documents.

(i)                                     Master Loan Agreement.  On the Closing Date, the EPR Parties and the Peak Parties will cause to be executed and delivered the Master Loan Agreement.

(ii)                                  Master Debt Service Reserve Agreement.  On the Closing Date, the EPR Parties and the Peak Parties will cause to be executed and delivered the Master Debt Service Reserve Agreement.

(iii)                               Master Cross-Default Agreement.  On the Closing Date, the EPR Parties and the Peak Parties will cause to be executed and delivered the Master Cross-Default Agreement.

(iv)                              Master Option Agreement.  On the Closing Date, the EPR Parties and the Peak Parties will cause to be executed and delivered the Master Option Agreement.

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(v)                                 Mount Attitash Right of First Refusal.  On the Closing Date, the EPR Parties and the Peak Parties will cause to be executed and delivered the Mount Attitash Right of First Refusal.

(vi)                              Master Right of First Refusal Agreement.  On the Closing Date, the EPR Parties and the Peak Parties will cause to be executed and delivered the Master Right of First Refusal Agreement.

(vii)                           Master Guaranty Agreement.  On the Closing Date, the Peak Parties will cause to be executed and delivered the Master Guaranty Agreement.

(e)                                  Promissory Notes.

(i)                                     Boston Mills / Brandywine Note.  On the Closing Date, Peak will cause the Boston Mills / Brandywine Note to be executed and delivered to the EPR Parties.

(ii)                                  Jack Frost / Big Boulder Note.  On the Closing Date, Peak will cause the Jack Frost / Big Boulder Note to be executed and delivered to the EPR Parties.

(iii)                               Alpine Valley Note.  On the Closing Date, Peak will cause the Alpine Valley Note to be executed and delivered to the EPR Parties.

(iv)                              Mount Snow Note.  On the Closing Date, Peak will cause the Mount Snow Note to be executed and delivered to the EPR Parties.

(f)                                   Release Obligations Upon Pay-Off Reaching Contemplated Pay-Off Thresholds.

(i)                                     Crotched Mountain.  On the Closing Date, if the Pay-Off Amount equals or exceeds the Crotched Mountain Release Threshold, the Parties will cause to be executed and delivered the Crotched Mountain Membership Interest Purchase Agreement, together with all assignments, instruments of transfer, and other documentation necessary to effectuate the transactions contemplated in the Crotched Mountain Membership Interest Purchase Agreement.    In addition, on the Closing Date, if the Pay-Off Amount equals or equals or exceeds the Crotched Mountain Release Threshold, all liens and security interests in favor of any EPR Parties encumbering or affecting the property commonly known as “Crotched Mountain” and any tangible or intangible property or rights related thereto or used in connection therewith shall be released by EPR, the EPR Parties will cause the Crotched Mountain Release Documents to be executed and delivered to the Peak Parties and the Peak Parties shall be authorized to record any such documents as necessary or appropriate to evidence of record the release and termination of such liens and security interests.  In the event the Pay-Off Amount does not equal or exceed the Crotched Mountain Release Threshold, then in such event (A) the Boston Mills / Brandywine Note to be executed hereunder shall be increased by the amount by which the Pay-Off Amount falls short of the Crotched Mountain Release Threshold, without duplication of any amounts that are added to the Boston Mills / Brandywine Note pursuant to other clauses of this Section 2(f), and (B) within ten (10) business days after the Closing Date or such later date as the Parties shall mutually agree, (1) the Parties shall cause to be executed and

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delivered such instruments and documents necessary to effectuate an amendment to the Crotched Mountain Security Documents so that the Crotched Mountain Security Documents shall secure repayment of the Notes and all obligations of any of the Peak Parties under the Master Transaction Documents, and (2) the Peak Parties shall also in such event provide any required legal opinions reasonably required by the EPR Parties in connection with such amendment, together with a date-down endorsement to the Crotched Mountain Title Policy in form and content reasonably acceptable to the EPR Parties.

(ii)                                  Mount Attitash.  On the Closing Date, if the Pay-Off Amount equals or equals or exceeds the Mount Attitash Release Threshold, all liens and security interests in favor of any EPR Parties encumbering or affecting the property commonly known as “Mount Attitash” and any tangible or intangible property or rights related thereto or used in connection therewith shall be released by EPR, the EPR Parties will cause the Mount Attitash Release Documents to be executed and delivered to the Peak Parties and the Peak Parties shall be authorized to record any such documents as necessary or appropriate to evidence of record the release and termination of such liens and security interests.  In the event the Pay-Off Amount does not equal or exceed the Mount Attitash Release Threshold, then in such event (A) the Boston Mills / Brandywine Note to be executed hereunder shall be increased by the amount by which the Pay-Off Amount falls short of the Mount Attitash Release Threshold, without duplication of any amounts that are added to the Boston Mills / Brandywine Note pursuant to other clauses of this Section 2(f), and (B) within ten (10) business days after the Closing Date or such later date as the Parties shall mutually agree, (1) the Parties shall cause to be executed and delivered such instruments and documents necessary to effectuate an amendment to the Mount Attitash Security Documents so that the Mount Attitash Security Documents shall secure repayment of the Notes and all obligations of any of the Peak Parties under the Master Transaction Documents, and (2) the Peak Parties shall also in such event provide any required legal opinions reasonably required by the EPR Parties in connection with such amendment, together with a date-down endorsement to the Mount Attitash Title Policy in form and content reasonably acceptable to the EPR Parties.

(iii)                               Snow Creek.  On the Closing Date, if the Pay-Off Amount equals or equals or exceeds the Snow Creek Release Threshold, all liens and security interests in favor of any EPR Parties encumbering or affecting the property commonly known as “Snow Creek” and any tangible or intangible property or rights related thereto or used in connection therewith shall be released by EPR, the EPR Parties will cause the Snow Creek Release Documents to be executed and delivered to the Peak Parties and the Peak Parties shall be authorized to record any such documents as necessary or appropriate to evidence of record the release and termination of such liens and security interests.  In the event the Pay-Off Amount does not equal or exceed the Snow Creek Release Threshold, then in such event (A) the Boston Mills / Brandywine Note to be executed hereunder shall be increased by the amount by which the Pay-Off Amount falls short of the Snow Creek Release Threshold, without duplication of any amounts that are added to the Boston Mills / Brandywine Note pursuant to other clauses of this Section 2(f), and (B) within ten (10) business days after the Closing Date or such later date as the Parties shall mutually agree, (1) the Parties shall cause to be executed and delivered such instruments and documents necessary to effectuate an amendment to the Snow Creek Security Documents so that the Snow Creek Security Documents shall secure repayment of the Notes and all obligations of any of the

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Peak Parties under the Master Transaction Documents, and (2) the Peak Parties shall also in such event provide any required legal opinions reasonably required by the EPR Parties in connection with such amendment, together with a date-down endorsement to the Snow Creek Title Policy in form and content reasonably acceptable to the EPR Parties.

(iv)                              Paoli Peaks.  On the Closing Date, if the Pay-Off Amount equals or equals or exceeds the Paoli Peaks Release Threshold, all liens and security interests in favor of any EPR Parties encumbering or affecting the property commonly known as “Paoli Peaks” and any tangible or intangible property or rights related thereto or used in connection therewith shall be released by EPR, the EPR Parties will cause the Paoli Peaks Release Documents to be executed and delivered to the Peak Parties and the Peak Parties shall be authorized to record any such documents as necessary or appropriate to evidence of record the release and termination of such liens and security interests.  In the event the Pay-Off Amount does not equal or exceed the Paoli Peaks Release Threshold, then in such event (A) the Boston Mills / Brandywine Note to be executed hereunder shall be increased by the amount by which the Pay-Off Amount falls short of the Paoli Peaks Release Threshold, without duplication of any amounts that are added to the Boston Mills / Brandywine Note pursuant to other clauses of this Section 2(f), and (B) within ten (10) business days after the Closing Date or such later date as the Parties shall mutually agree, (1) the Parties shall cause to be executed and delivered such instruments and documents necessary to effectuate an amendment to the Paoli Peaks Security Documents so that the Paoli Peaks Security Documents shall secure repayment of the Notes and all obligations of any of the Peak Parties under the Master Transaction Documents, and (2) the Peak Parties shall also in such event provide any required legal opinions reasonably required by the EPR Parties in connection with such amendment, together with a date-down endorsement to the Paoli Peaks Title Policy in form and content reasonably acceptable to the EPR Parties.

(v)                                 Hidden Valley.  On the Closing Date, if the Pay-Off Amount equals or equals or exceeds the Hidden Valley Release Threshold, all liens and security interests in favor of any EPR Parties encumbering or affecting the property commonly known as “Hidden Valley” and any tangible or intangible property or rights related thereto or used in connection therewith shall be released by EPR, the EPR Parties will cause the Hidden Valley Release Documents to be executed and delivered to the Peak Parties and the Peak Parties shall be authorized to record any such documents as necessary or appropriate to evidence of record the release and termination of such liens and security interests.  In the event the Pay-Off Amount does not equal or exceed the Hidden Valley Release Threshold, then in such event (A) the Boston Mills / Brandywine Note to be executed hereunder shall be increased by the amount by which the Pay-Off Amount falls short of the Hidden Valley Release Threshold, without duplication of any amounts that are added to the Boston Mills / Brandywine Note pursuant to other clauses of this Section 2(f), and (B) within ten (10) business days after the Closing Date or such later date as the Parties shall mutually agree, (1) the Parties shall cause to be executed and delivered such instruments and documents necessary to effectuate an amendment to the Hidden Valley Security Documents so that the Hidden Valley Security Documents shall secure repayment of the Notes and all obligations of any of the Peak Parties under the Master Transaction Documents, and (2) the Peak Parties shall also in such event provide any required legal opinions reasonably required by the EPR Parties in connection with such amendment,

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together with a date-down endorsement to the Hidden Valley Title Policy in form and content reasonably acceptable to the EPR Parties.

(g)                                  Amended & Restated Mortgages & Security Documents.

(i)                                     Alpine Valley Security Documents.  On the Closing Date, the Parties will cause to be executed and delivered the Alpine Valley Security Documents.

(ii)                                  Mount Snow Security Documents.  On the Closing Date, the Parties will cause to be executed and delivered the Mount Snow Security Documents.

(iii)                               Boston Mills Security Documents.  On the Closing Date, the Parties will cause to be executed and delivered the Boston Mills Security Documents.

(iv)                              Brandywine Security Documents.  On the Closing Date, the Parties will cause to be executed and delivered the Brandywine Security Documents.

(v)                                 Jack Frost Security Documents.  On the Closing Date, the Parties will cause to be executed and delivered the Jack Frost Security Documents.

(vi)                              Big Boulder Security Documents.  On the Closing Date, the Parties will cause to be executed and delivered the Big Boulder Security Documents.

(h)                                 Amendment to Mad River Lease.  On the Closing Date, the Parties will cause to be executed and delivered the Mad River Lease Amendment.

(i)                                     Release of Guaranty.  On the Closing Date, the Parties will cause to be executed and delivered the Release of Guaranty.

(j)                                    Mutual Termination of Ancillary Documents & Release.   On the Closing Date, the Parties will cause to be executed and delivered the Mutual Termination of Ancillary Documents and Release.

(k)                                 Post-Closing Agreement.  On the Closing Date, the Parties will cause to be executed and delivered the Post-Closing Agreement.

(l)                                     Required Title Downdates.  On the Closing Date, the Peak Parties will cause to the issued and delivered to the EPR Parties the Required Title Downdates; provided, however, in the case of the Snow Creek Security Documents, the Hidden Valley Security Documents, the Mount Attitash Security Documents, the Paoli Peaks Security Documents, and the Crotched Mountain Security Documents, if title downdates are required pursuant to Section 2(f) hereof, such Required Title Downdates shall be provided on the date on which such Security Documents are amended in accordance with Section 2(f).

(m)                             Required Legal Opinions.  On the Closing Date, the Peak Parties will cause to be issued and delivered to the EPR Parties the Required Legal Opinions; provided, however, in the case of the Snow Creek Security Documents, the Hidden Valley Security Documents, the Mount Attitash Security Documents, the Paoli Peaks Security Documents, and

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the Crotched Mountain Security Documents, if legal opinions are required pursuant to Section 2(f) hereof, such Required Legal Options shall be provided on the date on which such Security Documents are amended in accordance with Section 2(f).

(n)                                 Return of Existing Notes.  On the Closing Date, the EPR Parties shall mark as cancelled and return to the Peak Parties the originals of all promissory notes payable by the Peak Parties to the EPR Parties other than the Notes.

3.                                      Representations and Warranties of Peak Parties: Each of the Peak Parties represents and warrants to the EPR Parties as follows:

(a)                                 Each of the Peak Parties is duly organized, validly existing, and has the power to own property and to carry on its business.

(b)                                 Each of the Peak Parties has the full power and authority to execute and deliver this Agreement and the same constitute the binding and enforceable obligations of the Peak Parties in accordance with their terms.

(c)                                  There are no actions, suits or proceedings pending or, to the best knowledge of the Peak Parties, threatened, or any basis therefor, against or affecting the Peak Parties at law or in equity, in any court or before any governmental department or agency, which may result in any material adverse change in the properties, assets, business or condition, financial or otherwise, of the Peak Parties or the ability of the Peak Parties to perform the obligations under this Agreement.

(d)                                 There are no provisions contained in any organizational document of the Peak Parties and no provision of any existing mortgage, indenture, contract or agreement binding on the Peak Parties or affecting its property, which would conflict with or in any way prevent the execution, delivery, or carrying out of the terms of this Agreement.

(e)                                  All statements by the Peak Parties contained in any certificate, statement, document or other instrument delivered by or on behalf of the Peak Parties at any time pursuant to this Agreement are true and correct in all material respects as of the date thereof or such other date as may be specified therein.

4.                                      Representations and Warranties of EPR Parties: Each of the EPR Parties represents and warrants to the Peak Parties as follows:

(a)                                 Each of the EPR Parties is duly organized, validly existing, and has the power to own property and to carry on its business.

(b)                                 Each of the EPR Parties has the full power and authority to execute and deliver this Agreement and the same constitute the binding and enforceable obligations of the EPR Parties in accordance with their terms.

(c)                                  There are no actions, suits or proceedings pending or, to the best knowledge of the EPR Parties, threatened, or any basis therefor, against or affecting the EPR Parties at law or in equity, in any court or before any governmental department or agency, which

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may result in any material adverse change in the properties, assets, business or condition, financial or otherwise, of the EPR Parties or the ability of the EPR Parties to perform the obligations under this Agreement.

(d)                                 There are no provisions contained in any organizational document of the EPR Parties and no provision of any existing mortgage, indenture, contract or agreement binding on the EPR Parties or affecting its property, which would conflict with or in any way prevent the execution, delivery, or carrying out of the terms of this Agreement and this Agreement.

(e)                                  All statements by the EPR Parties contained in any certificate, statement, document or other instrument delivered by or on behalf of the EPR Parties at any time pursuant to this Agreement are true and correct in all material respects as of the date thereof or such other date as may be specified therein.

5.                                      Conditions to Closing:  The obligations of EPR Parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction, of each of the following conditions:

(a)                                 That the Peak IPO shall have been fully consummated by no later than six (6) months following the Effective Date and the Peak IPO shall have yielded sufficient proceeds to fund at least: (i) Mount Snow Development Release Threshold; (ii) the Defeasance Fee; and (iii) the Closing and Transaction Costs.

(b)                                 All of the representations and warranties of Peak Parties set forth in this Agreement shall be true as of the Effective Date and as of the Closing Date in all material respects; provided that any such representations and warranties that are given with respect to a particular date shall be true as of such date in all material respects.

(c)                                  Peak Parties shall have delivered, performed, observed and complied with, all of the items, instruments, documents, covenants, agreements and conditions required by this Agreement to be delivered, performed, observed and complied with by it prior to, or as of, the Closing Date.

(d)                                 Peak Parties shall not be in receivership or dissolution or have made any assignment for the benefit of creditors, or admitted in writing its inability to pay its debts as they mature, or have been adjudicated a bankrupt, or have filed a petition in voluntary bankruptcy, a petition or answer seeking reorganization or an arrangement with creditors under the federal bankruptcy law or any other similar law or statute of the United States or any state and no such petition shall have been filed against it.

(e)                                  No material or substantial adverse change shall have occurred with respect to the condition, financial or otherwise, of the Peak Parties which would adversely affect the ability of the Peak Parties to carry out its obligations under this Agreement.

In the event any one or more of the conditions to EPR Parties’ obligations are not satisfied or waived in whole or in part at any time prior to or as of the Closing Date, the EPR Parties, at the

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EPR Parties’ option, shall be entitled to (a) terminate this Agreement by giving written notice thereof to Peak Parties; or (b) waive such conditions and proceed to closing hereunder.

6.                                      Default and Remedies:

(a)                                 The term “Event of Default” as used in this Agreement shall mean the occurrence of any one or more of the following events:

(i)                                     a default shall occur in the performance of any covenant or agreement under this Agreement, and shall continue for five (5) days after EPR Parties has given notice thereof to the Peak Parties;

(ii)                                  any representation or warranty made by the Peak Parties in any this Agreement shall be materially false or the Peak Parties shall be in breach of any covenant of the Peak Parties made in any this Agreement;

(iii)                               any of the Peak Parties:  (i) files a petition under any chapters of the Bankruptcy Act or the filing of an involuntary petition under the Bankruptcy Act which remains undismissed for a period of forty-five (45) days; (ii) is unable, or admits in writing its or his inability to pay its or his debts as they become due; (iii) makes an assignment for the benefit of creditors; (iv) fails to have vacated or set aside within forty-five (45) days of its entry any order of a court appointing a receiver or trustee for all or a substantial part of its or his property; (v)  is adjudicated a bankrupt; or (vi) becomes insolvent however otherwise evidenced;

(iv)                              There shall be any material adverse change with respect to the Peak Parties which would adversely affect the ability of Peak Parties to carry out its obligations under this Agreement; or

(b)                                 Upon an Event of Default, the EPR Parties may do any one or more of the following:

(i)                                     terminate this Agreement by written notice delivered to Peak Parties; and/or

(ii)                                  enforce specific performance of this Agreement against the Peak Parties including the EPR Parties’ reasonable costs and attorneys’ fees and court costs in connection therewith; and/or

(iii)                               exercise any other right or remedy EPR Parties may have at law or in equity by reason of such default including, but not limited to, the recovery of reasonable attorneys’ fees and court costs incurred by the EPR Parties in connection herewith.

7.                                      Closing and Transaction Costs: Peak Parties shall pay (collectively, the “Closing and Transaction Costs”):

(a)                                 all title examination fees, premiums and closing costs associated with the Required Title Downdates;

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(b)                                 all costs associated with the Required Legal Opinions;

(c)                                  the Peak Parties’ reasonable legal, accounting and other professional fees and expenses and the cost of all opinions, certificates, instruments, documents and papers required to be delivered by Peak Parties hereunder, including without limitation, the cost of performance by Peak Parties of its obligations hereunder;

(d)                                 all other costs and expenses incurred in connection with this Agreement;

(e)                                  the charges for or in connection with the recording and/or filing of any instrument or document provided herein or contemplated by this Agreement or any agreement or document described or referred to herein, including any applicable mortgage, recordation, or transfer tax;

(f)                                   the EPR Parties’ legal, accounting and other professional fees and expenses, including without limitation the costs associated with preparation and negotiation of this Agreement, the letter of intent that precedes this Agreement, and the cost of all due diligence, opinions, certificates, instruments, documents and papers required to be delivered, or to cause to be delivered, by EPR Parties hereunder (the “EPR Expenses”).

(g)                                  The Peak Parties obligations under this Section 7 shall survive termination or closing under this Agreement and shall not be contingent on the successful completion of the Peak IPO. In addition, all EPR Expenses incurred as of the Effective Date shall be paid concurrently with the execution and delivery of this Agreement.  In the event the Peak IPO is not consummated by the outside Closing Date, the Peak Parties will promptly pay the EPR Expenses upon written demand.

8.                                      Miscellaneous:

(a)                                 Assignment.  Without EPR Parties’ prior written consent, Peak Parties will not assign all or any of its interest under this Agreement.

(b)                                 Notices.  All notices, requests and other communications under this Agreement shall be in writing and shall be either (a) delivered in person, (b) sent by certified mail, return-receipt requested, (c) delivered by a recognized delivery service or (d) sent by facsimile transmission and addressed as follows:

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or at such other address, and to the attention of such other person, as the parties shall give notice as herein provided.  A notice, request and other communication shall be deemed to be duly received if delivered in person or by a recognized delivery service, when delivered to the address of the recipient, if sent by mail, on the date of receipt by the recipient as shown on the return receipt card, or if sent by facsimile, upon receipt by the sender of an acknowledgment or transmission report generated by the machine from which the facsimile was sent indicating that the facsimile was sent in its entirety to the recipient’s facsimile number; provided that if a notice, request or other communication is served by hand or is received by facsimile on a day which is not a Business Day, or after 5:00 P.M. on any Business Day at the addressee’s location, such notice or communication shall be deemed to be duly received by the recipient at 9:00 A.M. on the first Business Day thereafter.

(c)                                  Entire Agreement; Modifications.  This Agreement, together with the other documents, instruments and agreements heretofore or hereinafter entered into in connection with the transactions contemplated herein, embody and constitute the entire understanding between the Parties with respect to the transactions contemplated herein, and all prior or contemporaneous agreements, understandings, representations and statements (oral or written) are merged into this Agreement.  Neither this Agreement nor any provision hereof may be waived, modified, amended, discharged or terminated except by an instrument in writing signed by the Party against whom the enforcement of such waiver, modification, amendment, discharge or termination is sought, and then only to the extent set forth in such instrument.

(d)                                 Applicable Law.  THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MISSOURI.

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(e)                                  Captions.  The captions in this Agreement are inserted for convenience of reference only and in no way define, describe, or limit the scope or intent of this Agreement or any of the provisions hereof.

(f)                                   Time is of the Essence.  With respect to all provisions of this Agreement, time is of the essence.  However, if the first date of any period which is set out in any provision of this Agreement falls on a day which is not a business day, then, in such event, the time of such period shall be extended to the next day which is a business day.

(g)                                  Waiver of Conditions.  Any Party may at any time or times, at its election, waive any of the conditions to its obligations hereunder, but any such waiver shall be effective only if contained in a writing signed by such Party.  No waiver by a Party of any breach of this Agreement or of any warranty or representation hereunder by the other Party shall be deemed to be a waiver of any other breach by such other Party (whether preceding or succeeding and whether or not of the same or similar nature), and no acceptance of payment or performance by a Party after any breach by the other Party shall be deemed to be a waiver of any breach of this Agreement or of any representation or warranty hereunder by such other Party, whether or not the first Party knows of such breach at the time it accepts such payment or performance.  No failure or delay by a Party to exercise any right it may have by reason of the default of the other Party shall operate as a waiver of default or modification of this Agreement or shall prevent the exercise of any right by the first Party while the other Party continues to be so in default.

(h)                                 Attorneys’ Fees.  To the extent permitted by applicable law, if either Party obtains a judgment against the other Party by reason of a breach of this Agreement, a reasonable attorneys’ fee as fixed by the court shall be included in such judgment.

(i)                                     Remedies Cumulative.  Except as herein expressly set forth, no remedy conferred upon a Party by this Agreement is intended to be exclusive of any other remedy herein or by law provided or permitted, but each shall be cumulative and shall be in addition to every other remedy given herein or now or hereafter existing at law, in equity or by statute.

(j)                                    Terminology.  The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.  The words “herein”, “hereof”, “hereunder” and similar terms shall refer to this Agreement unless the context requires otherwise.  Whenever the context so requires, the neuter gender includes the masculine and/or feminine gender, and the singular number includes the plural and vice versa.

(k)                                 Estoppel.  Each Party confirms and agrees that (a) it has read and understood all of the provisions of this Agreement; (b) it is an experienced real estate investor and is familiar with major sophisticated transactions such as that contemplated by this Agreement; (c) it has negotiated with the other Party at arm’s length with equal bargaining power; and (d) it has been advised by competent legal counsel of its own choosing.

(l)                                     Joint Preparation.  This Agreement (and all exhibits thereto) is deemed to have been jointly prepared by the Parties hereto, and any uncertainty or ambiguity existing herein, if any, shall not be interpreted against any Party, but shall be interpreted according to the application of the rules of interpretation for arm’s-length agreements.

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(m)                             Counterparts.  This Agreement may be executed in counterparts, and it is agreed that such counterpart signatures, when assembled into a single document with multiple signature pages, shall be binding upon and enforceable against the parties hereto to the same extent as if all signatures were set forth on the same copy of this Agreement.  Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be as effective as delivery of a manually executed counterpart of this Agreement.  In proving this Agreement, it shall not be necessary to produce or account for more than one such counterpart signed by the Party against whom enforcement is sought.

(n)                                 Joint and Several Liability.  In the event that the Peak Parties consists of more than one individual or entity, the liabilities and obligations of each party constituting the Peak Parties shall be the joint and several obligations of each such party.

(o)                                 Further Assurances.  At any time, and from time to time, upon the EPR Parties’ request, the Peak Parties shall make, execute and deliver, or cause to be made, executed and delivered, to the EPR Parties and, where appropriate, shall cause to be recorded or filed, and from time to time thereafter to be re-recorded and re-filed, at such time and in such offices and places as shall be deemed desirable by the EPR Parties as the EPR Parties may reasonably consider necessary or desirable in order to effectuate, or to continue and preserve the obligations of the Peak Parties under this Agreement, such documents and/or instruments as the EPR Parties may reasonably request.  Upon any failure by the Peak Parties to do so, the EPR Parties may make, execute, record, file, re-record or re-file any and all such documents and/or instruments for and in the name of the Peak Parties, and the Peak Parties and hereby irrevocably appoints (which appointment is coupled with an interest with full power of substitution) the EPR Parties the agent and attorney-in-fact of the Peak Parties or to do so; and the Peak Parties and shall reimburse the EPR Parties, on demand, for all costs and expenses (including attorneys’ fees and expenses) incurred by the EPR Parties in connection therewith.

(p)                                 U.S.A. Patriot Act.  The EPR Parties hereby notifies the Peak Parties that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), the EPR Parties is required to obtain, verify and record information that identifies the Peak Parties, which information includes the name and address of the Peak Parties and other information that will allow the EPR Parties to identify the Peak Parties in accordance with the Act.

(q)                                 Waiver of Trial by Jury.  The Peak Parties and the EPR Parties hereby waive trial by jury in any court action or proceeding to which they may be parties, arising out of, in connection with or in any way pertaining to, this Agreement or any other documents evidencing or securing the Loan.  It is agreed and understood that this waiver constitutes a waiver of trial by jury of all claims against all parties to such action or proceedings, including claims against parties who are not parties to this Agreement, in each case whether now existing or hereafter arising.  This waiver is knowingly, willingly and voluntarily made by the parties and the parties hereby represent that no representations of fact or opinion have been made by any individual to induce this waiver of trial by jury or to in any way modify or nullify its effect.  The parties further represent and warrant that they have been represented in the signing of this Agreement and in the making of this waiver by independent legal counsel, or have had the opportunity to be represented by independent legal counsel selected of their own free will, and

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that it have had the opportunity to discuss this waiver with counsel.   Either party may file an original counterpart or a copy of this document with any court as written evidence of the consent of the other to the waiver of its right to trial by jury.

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IN WITNESS WHEREOF the undersigned have executed this Agreement as of the date and year first written above.

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EXHIBIT A

DEFINITIONS

“Alpine Valley Note” shall mean the promissory note attached hereto as Exhibit B.

“Alpine Valley Security Documents” shall mean collectively, an amended and restated Mortgage for the property commonly referred to “Alpine Valley”, with such modifications as the EPR Parties may reasonably require in their discretion, together with such security agreements and UCC financing statements as the EPR Parties may require in order to create and perfect a first priority lien security interest in and to Alpine Valley to secure repayment of the Notes.

“Big Boulder Security Documents” shall mean collectively, an amended and restated Mortgage for the property commonly referred to “Big Boulder”, with such modifications as the EPR Parties may reasonably require in their discretion, together with such security agreements and UCC financing statements as the EPR Parties may require in order to create and perfect a first priority lien security interest in and to Big Boulder to secure repayment of the Notes.

“Boston Mills / Brandywine Note” shall mean the promissory note attached hereto as Exhibit C.

“Boston Mills Security Documents” shall mean collectively, an amended and restated Mortgage for the property commonly referred to “Boston Mills”, with such modifications as the EPR Parties may reasonably require in their discretion, together with such security agreements and UCC financing statements as the EPR Parties may require in order to create and perfect a first priority lien security interest in and to Boston Mills to secure repayment of the Notes.

“Brandywine Security Documents” shall mean collectively, an amended and restated Mortgage for the property commonly referred to “Brandywine”, with such modifications as the EPR Parties may reasonably require in their discretion, together with such security agreements and UCC financing statements as the EPR Parties may require in order to create and perfect a first priority lien security interest in and to Brandywine to secure repayment of the Notes.

“Closing Date” shall mean the date which is not later than three (3) business days following the Peak IPO, or such earlier time as the Parties may agree; provided however that the Closing Date shall occur no later than six (6) months following the Effective Date

“Crotched Mountain Membership Interest Purchase Agreement” shall mean that certain membership interest purchase agreement attached hereto as Exhibit D.

“Crotched Mountain Release Documents” shall mean releases of any and all Crotched Mountain Security Documents, in form and in form and content reasonably acceptable to the EPR Parties and the Peak Parties.

“Crotched Mountain Release Threshold” shall mean a payment of a principal amount of the Peak Parties indebtedness with respect to the property commonly referred to as “Crotched Mountain”,

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in the amount of $11,376,148, plus any accrued and unpaid interest, and any related fees or other expenses, if and to the extent applicable.

“Crotched Mountain Security Documents” shall mean any and all mortgages, security agreements, deeds of trust, or UCC financing statement encumbering or affecting the property commonly referred to as “Crotched Mountain”.

“Defeasance Fee” shall mean an amount equal to:

The lesser of $5,000,000 or an amount equal to:

(a)                                 $2,000,000 plus an amount equal to:

(b)                                 $3,000,000 multiplied by a percentage calculated as follows:

(i)                                     the numerator shall equal the Payoff Amount minus the Mount Snow Development Release Threshold; and

(ii)                                  the denominator shall equal the Total Release Threshold.

For example, if the Peak IPO yields a Pay-Off Amount of $66,732,839 (which approximates the present Mount Snow Development Release Threshold plus the Crotched Mountain Release Threshold plus the Mount Attitash Release Threshold), then the Defeasance Fee payable hereunder would be $4,146,800 calculated as follows:

$66,732,839 (Pay-Off Amount)

-$42,906,691 (Mount Snow Development Release Threshold)

$23,826,148 (Net Pay-Off on Release Properties)

$23,826,148

/ $33,293,018 Total Release Threshold

= 71.56%

$3,000,000 * 71.56% = $2,146,800

$2,146,800 + $2,000,000 = $4,146,800

“EB-5 Consent Agreement” shall mean that certain Modification and Consent Agreement dated July 26, 2013 by and between Peak, Mount Snow, LTD., and EPT Mount Snow, Inc.

“EPR Parties” means, collectively, EPT CROTCHED MOUNTAIN, INC., a Missouri corporation, EPT MOUNT SNOW, INC., a Delaware corporation, EPT MOUNT ATTITASH, INC., a Delaware corporation, EPT SKI PROPERTIES, INC., a Delaware corporation, CROTCHED MOUNTAIN PROPERTIES, LLC, a New Hampshire limited liability company and EPT MAD RIVER, INC., a Missouri corporation.

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“Hidden Valley Release Documents” shall mean releases of any and all Hidden Valley Security Documents, in form and in form and content reasonably acceptable to the EPR Parties and the Peak Parties.

“Hidden Valley Release Threshold” shall mean (a) a payment of a principal amount of the Peak Parties indebtedness with respect to the property commonly referred to as “Hidden Valley”, in the amount of $4,999,146.71, plus any accrued and unpaid interest, and any related fees or other expenses, if and to the extent applicable; plus (b) plus the Paoli Peaks Release Threshold.

“Hidden Valley Security Documents” shall mean any and all mortgages, security agreements, deeds of trust, or UCC financing statement encumbering or affecting the property commonly referred to as “Hidden Valley”.

“Jack Frost / Big Boulder Note” shall mean the promissory note attached hereto as Exhibit E.

“Jack Frost Security Documents” shall mean collectively, a Mortgage for the property commonly referred to “Jack Frost”, with such modifications as the EPR Parties may reasonably require in their discretion, together with such security agreements and UCC financing statements as the EPR Parties may require in order to create and perfect a first priority lien security interest in and to Jack Frost to secure repayment of the Notes.

“Mad River Lease Amendment” shall mean the lease amendment attached hereto as Exhibit F.

“Master Cross-Default Agreement” shall mean the Master Cross Default Agreement attached hereto as Exhibit G.

“Master Debt Service Agreement” shall mean the Mean the Master Debt Service Agreement attached hereto as Exhibit H.

“Master Guaranty Agreement” shall mean that certain Master Guaranty Agreement attached hereto as Exhibit I.

“Master Loan Agreement” shall mean the Master Loan Agreement attached hereto as Exhibit J.

“Master Option Agreement” shall mean the Master Option Agreement attached hereto as Exhibit K.

“Master Right of First Refusal Agreement” shall mean the Master Right of First Refusal Agreement attached hereto as Exhibit L.

“Master Transaction Documents” shall mean collectively, the Master Cross-Default Agreement, Master Loan Agreement, Master Option Agreement, Master Debt Service Agreement, Master Guaranty Agreement, and Master Right of First Refusal Agreement.

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“Mortgage” shall mean a mortgage or deed of trust in the form attached hereto as Exhibit M, with such modifications as the EPR Parties’ may require, and conformed so as to be in compliance and enforceable in accordance with applicable local law.

“Mount Attitash Release Documents” shall mean releases of any and all Mount Attitash Security Documents, in form and in form and content reasonably acceptable to the EPR Parties and the Peak Parties.

“Mount Attitash Release Threshold” shall mean (a) a payment of a principal amount of the Peak Parties indebtedness with respect to the property commonly referred to as “Mount Attitash”, in the amount of $12,450,000, plus any accrued and unpaid interest, and any related fees or other expenses, if and to the extent applicable; plus (b) plus the Crotched Mountain Release Threshold.

“Mount Attitash Right of First Refusal” shall mean the Right of First Refusal Agreement (Mount Attitash) attached hereto as Exhibit N.

“Mount Attitash Security Documents” shall mean any and all mortgages, security agreements, deeds of trust, or UCC financing statement encumbering or affecting the property commonly referred to as “Mount Attitash”.

“Mount Snow Development Note” shall mean that certain Promissory Note (Mount Snow Development Land Loan) dated April 4, 2007 in favor of Lender in the original principal amount of Twenty-Five Million Dollars ($25,000,000.00) (the “Original Development Note”), as modified pursuant to (i) Modification Agreement dated April 1, 2010, which extended the maturity date of the Original Development Note and increased the Development Loan to Forty-One Million Dollars ($41,000,000.00); (ii) Second Modification Agreement dated July 13, 2012; and (iii) Third Modification Agreement dated April 1, 2013, which extended the maturity date of the indebtedness.

“Mount Snow Development Release Threshold” shall mean the outstanding balance of principal and interest pursuant to the Mount Snow Development Note.

“Mount Snow Note” shall mean the promissory note attached hereto as Exhibit O.

“Mount Snow Security Documents” shall mean collectively, (i) a Mortgage for the property commonly referred to “Mount Snow”, with such modifications as the EPR Parties may reasonably require in their discretion, together with such security agreements and UCC financing statements as the EPR Parties may require in order to create and perfect a first priority lien security interest in and to Mount Snow to secure repayment of the Notes; and (ii) an agreement with respect to the EB-5 Consent Agreement confirming the continued validity and effectiveness with respect to the transactions contemplated in the EB-5 Consent Agreement in form and content acceptable to the parties.

“Mutual Termination of Ancillary Documents and Release” shall mean the Mutual Termination of Ancillary Documents and Release in the form attached hereto as Exhibit P.

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“Notes” shall mean collectively, the Boston Mills / Brandywine Note, the Mount Snow Note, the Jack Frost / Big Boulder Note, and the Alpine Valley Note.

“Parties” shall mean collectively the EPR Parties and the Peak Parties.

“Paoli Peaks Release Documents” shall mean releases of any and all Paoli Peaks Security Documents, in form and in form and content reasonably acceptable to the EPR Parties and the Peak Parties.

“Paoli Peaks Release Threshold” shall mean (a) a payment of a principal amount of the Peak Parties indebtedness with respect to the property commonly referred to as “Paoli Peaks”, in the amount of $3,602,395.46 plus any accrued and unpaid interest, and any related fees or other expenses, if and to the extent applicable; plus (b) plus the Snow Creek Release Threshold.

“Paoli Peaks Security Documents” shall mean any and all mortgages, security agreements, deeds of trust, or UCC financing statement encumbering or affecting the property commonly referred to as “Paoli Peaks”.

“Pay-Off Amount” shall mean up to $76,199,709.00 of the net total of all sums raised by Peak in connection with the IPO, which are paid to EPR Parties and applied toward the repayment of existing indebtedness owing by the Peak Parties to EPR Parties; provided, however, in no event shall the Pay-Off Amount be less than the Mount Snow Development Release Threshold.

“Peak Parties” means, collectively, PEAK RESORTS, INC., a Missouri corporation, HIDDEN VALLEY GOLF & SKI, INC., a Missouri corporation, BOSTON MILLS SKI RESORT, INC., an Ohio corporation, BRANDYWINE SKI RESORT, INC., an Ohio corporation, PAOLI PEAKS, INC., a Missouri corporation, SNOW CREEK, INC., a Missouri corporation, JFBB SKI AREAS, INC., a Missouri corporation, MAD RIVER MOUNTAIN, INC., a Missouri corporation, SNH DEVELOPMENT, INC., a Missouri corporation, L.B.O. HOLDINGS, INC., a Maine corporation, MOUNT SNOW, LTD., a Vermont corporation, DELTRECS, INC., an Ohio corporation, SYCAMORE LAKE, INC., an Ohio corporation.

“Post-Closing Agreement” shall mean the Post-Closing Agreement by and between Mount Snow, Ltd., and EPT Mount Snow, Inc., in the form attached hereto as Exhibit Q.

“Release of Guaranty” shall mean the Release of Guaranty in the form attached hereto as Exhibit R.

“Required Legal Opinions” shall mean such legal opinions with respect to the Master Transaction Documents and the Security Documents as the EPR Parties shall require, in form and content acceptable to the EPR Parties in their discretion.

“Required Title Downdates” shall mean, with respect to the Security Documents, endorsements to the EPR Parties’ existing policies of title insurance, bringing forward the date of such policies to the Closing Date (or in the case of the Snow Creek Security Documents, the Hidden Valley Security Documents, the Mount Attitash Security Documents, the Paoli Peaks Security

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Documents, and the Crotched Mountain Security Documents, if title downdates are required pursuant to Section 2(f) hereof, such Required Title Downdates shall be dated as of the date on which such Security Documents are amended in accordance with Section 2(f)), in form and content acceptable to the EPR Parties in their discretion.

“Security Documents” shall mean, collectively, the Snow Creek Security Documents, the Hidden Valley Security Documents, the Mount Attitash Security Documents, the Paoli Peaks Security Documents, the Crotched Mountain Security Documents, the Boston Mills Security Documents, the Brandywine Security Documents, the Big Boulder Security Documents, the Alpine Valley Security Documents, the Jack Frost Security Documents, and the Mount Snow Security Documents.

“Snow Creek Release Documents” shall mean releases of any and all Snow Creek Security Documents, in form and in form and content reasonably acceptable to the EPR Parties and the Peak Parties.

“Snow Creek Release Threshold” shall mean (a) a payment of a principal amount of the Peak Parties indebtedness with respect to the property commonly referred to as “Snow Creek”, in the amount of $865,327.37 plus any accrued and unpaid interest, and any related fees or other expenses, if and to the extent applicable; plus (b) plus the Mount Attitash Release Threshold.

“Snow Creek Security Documents” shall mean any and all mortgages, security agreements, deeds of trust, or UCC financing statement encumbering or affecting the property commonly referred to as “Snow Creek”.

“Total Release Threshold” shall equal the total of the Crotched Mountain Release Threshold, the Mount Attitash Release Threshold, the Snow Creek Release Threshold, the Paoli Peaks Release Threshold, and the Hidden Valley Release Threshold, approximating $33,293,018.

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EXHIBIT B

AMENDED AND RESTATED PROMISSORY NOTE

(Alpine Valley)

FOR VALUE RECEIVED, PEAK RESORTS, INC., a Missouri corporation and SYCAMORE LAKE, 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 FOUR MILLION FIVE HUNDRED FIFTY THOUSAND AND NO 100 DOLLARS ($4,550,000.00) 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.

Section 1               Payment.  Commencing on                                  , 20    , and continuing on the same day of each month thereafter until the Maturity Date, the Borrower shall pay interest only on the unpaid principal balance of this Note at the rate of interest set forth in Section 3 below.  The entire principal balance of this Note, together with all accrued and unpaid interest and all other amounts payable hereunder shall be due and payable in full on                                  , 20     [20 years following date of Note] (the “Maturity Date”), the final maturity of this Note.

Section 2               Security; Loan Documents.  This Note evidences a loan made by Lender to the Borrower pursuant to a Master Loan Agreement of even date herewith, by and between the Borrower and Lender (as amended, modified or supplemented from time to time, the “Loan Agreement”).  This Note shall be secured by (a) that certain Amended and Restated Mortgage, Assignment of Rents, Security Agreement, and Fixture Filing (as the same may from time to time be amended, restated, modified or supplemented, the “Mortgage”), of even date herewith, from Sycamore Lake, Inc., to Lender, conveying and encumbering certain real and personal property more particularly described therein and located in Munson, Ohio, and commonly known as the Alpine Valley Ski Resort (the “Property”);  and (b) the Master Debt Service Reserve and Security Agreement (as the same may from time to time be amended, restated, modified or supplemented, the “Debt Service Agreement”) by and between Lender and Borrower of even date herewith.  This Note, the Mortgage, the Loan Agreement and all other documents now or hereafter securing, guaranteeing or executed in connection with the loan evidenced by this Note (the “Loan”), as the same may from time to time be amended, restated, modified or supplemented, are herein sometimes called individually a “Loan Document” and together the “Loan Documents.”

Section 3               Interest Rate.

(a) Initial Rate.  The unpaid principal balance of this Note from day to day outstanding shall initially bear interest at a rate of percent (            %) per annum.(1)

(b) Annual Rate Adjustment.  On                                  , 20    , and on the first day of                        of each year thereafter (the “Adjustment Date”) until the Maturity Date, the rate of interest shall be increased each year by the lesser of the following: (x) three (3) times the percentage increase in the CPI (as hereinafter defined) from the CPI in effect on the applicable Adjustment Date over the CPI in effect on the immediately preceding Adjustment Date, in each case rounded to the nearest one-hundredth of a percent; or (y) one and one-half percent (1.5%) (i.e., the rate of interest shall be increased to an

(1)  Interest Rate will be that in effect on the Closing Date under the current applicable note, and escalation date will be December 1st.

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amount equal to the rate of interest in the previous year multiplied by 1.015).  For the purposes hereof, “CPI” shall mean the Consumer Price Index for all Urban Consumers, U.S. City Average, published by the Bureau of Labor Statistics of the United States Department of Labor (base year 1982-84=100).

(c) Past Due Rate.  Any principal of, and to the extent permitted by applicable law, any interest on this Note, and any other sum payable hereunder, which is not paid when due (without regard to any applicable grace periods), shall bear interest, from the date due and payable until paid, payable on demand, at a rate per annum (the “Past Due Rate”) equal to the per annum interest rate from time to time publicly announced by Citibank, N.A., New York, New York as its base rate, plus four percent (4%), but in no event shall the Past Due Rate ever be less than the rate of interest set forth in subsection (a) above, (as adjusted pursuant to subsection (b) above and sometimes referred to herein as the “standard rate of interest”) plus 200 basis points (2.00%).  If Citibank, N.A. discontinues reporting a base rate, then the base rate shall be such other base rate as Lender designates to be the successor base rate.

Section 4               Prepayment.  Borrower shall have no right to prepay all or any part of the principal of this Note prior to its scheduled Maturity Date without Lender’s consent, which consent shall be held by Lender in its sole discretion.

Section 5               Late Charges.  If Borrower shall fail to make any payment under the terms of this Note (other than the payment due at maturity) within fifteen (15) days after the date such payment is due, Borrower shall pay to Lender on demand a late charge equal to four percent (4%) of the amount of such payment.  Such fifteen (15) day period shall not be construed as in any way extending the due date of any payment.  The late charge is imposed for the purpose of defraying the expenses of Lender incident to handling such delinquent payment.  This charge shall be in addition to, and not in lieu of, any other amount that Lender may be entitled to receive or action that Lender may be authorized to take as a result of such late payment.

Section 6               Certain Provisions Regarding Payments.  All payments made under this Note shall be applied, to the extent thereof, to late charges, to accrued but unpaid interest, to unpaid principal, and to any other sums due and unpaid to Lender under the Loan Documents, in such manner and order as Lender may elect in its sole discretion, any instructions from Borrower or anyone else to the contrary notwithstanding.  Remittances shall be made without offset, demand, counterclaim, deduction, or recoupment (each of which is hereby waived) and shall be accepted subject to the condition that any check or draft may be handled for collection in accordance with the practice of the collecting bank or banks.  Acceptance by Lender of any payment in an amount less than the amount then due on any indebtedness shall be deemed an acceptance on account only, notwithstanding any notation on or accompanying such partial payment to the contrary, and shall not in any way (a) waive or excuse the existence of an Event of Default (as hereinafter defined), (b) waive, impair or extinguish any right or remedy available to Lender hereunder or under the other Loan Documents, or (c) waive the requirement of punctual payment and performance or constitute a novation in any respect.  Payments received after 2:00 o’clock p.m. central standard time shall be deemed to be received on, and shall be posted as of, the following business day.  Whenever any payment under this Note or any other Loan Document falls due on a Saturday, a Sunday or another day on which the offices of Lender are not open for the conduct of its banking business at the place where this Note is payable, such payment may be made on the next succeeding day on which the offices of Lender are open for such business.

Section 7               Events of Default.  The occurrence of any one or more of the following shall constitute an “Event of Default” under this Note:

(a)           Borrower fails to pay when and as due and payable any amounts payable by Borrower to Lender under the terms of this Note and such amount remains unpaid beyond a period of ten (10) days after written notice of such default is given by Lender to Borrower.

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(b)           Any covenant, agreement or condition in this Note is not fully and timely performed, observed or kept, subject to any applicable grace or cure period set forth in the Loan Documents.

(c)           An Event of Default (as therein defined) occurs under any of the Loan Documents other than this Note (subject to any applicable grace or cure period), including without limitation the Mortgage and Loan Agreement.

Section 8               Remedies.  Upon the occurrence of an Event of Default, Lender may at any time thereafter exercise any one or more of the following rights, powers and remedies:

(a)           Lender may accelerate the Maturity Date and declare the unpaid principal balance and accrued but unpaid interest on this Note, and all other amounts payable hereunder and under the other Loan Documents, at once due and payable, and upon such declaration the same shall at once be due and payable.

(b)           Lender may set off the amount due against any and all accounts, credits, money, securities or other property now or hereafter on deposit with, held by or in the possession of Lender to the credit or for the account of Borrower, without notice to or the consent of Borrower.

(c)           Lender may exercise any of its other rights, powers and remedies under the Loan Documents or at law or in equity.

Section 9               Remedies Cumulative.  All of the rights and remedies of Lender under this Note and the other Loan Documents are cumulative of each other and of any and all other rights at law or in equity, and the exercise by Lender of any one or more of such rights and remedies shall not preclude the simultaneous or later exercise by Lender of any or all such other rights and remedies.  No single or partial exercise of any right or remedy shall exhaust it or preclude any other or further exercise thereof, and every right and remedy may be exercised at any time and from time to time.  No failure by Lender to exercise, nor delay in exercising, any right or remedy shall operate as a waiver of such right or remedy or as a waiver of any Event of Default.

Section 10             Costs and Expenses of Enforcement.  Borrower agrees to pay to Lender on demand all costs and expenses incurred by Lender in seeking to collect this Note or to enforce any of Lender’s rights and remedies under the Loan Documents, including court costs and reasonable attorneys’ fees and expenses, whether or not suit is filed hereon, or whether in connection with bankruptcy, insolvency or appeal.

Section 11             Service of Process.  Borrower hereby consents to process being served in any suit, action, or proceeding instituted in connection with this Note by the mailing of a copy thereof by certified mail, postage prepaid, return receipt requested, to Peak Resorts, Inc., at its address specified in the Loan Agreement. Borrower irrevocably agrees that such service shall be deemed to be service of process upon each party executing this Note as Borrower in any such suit, action, or proceeding.  Nothing in this Note shall affect the right of Lender to serve process in any manner otherwise permitted by law and nothing in this Note will limit the right of Lender otherwise to bring proceedings against Borrower in the courts of any jurisdiction or jurisdictions, subject to any provision or agreement for arbitration or dispute resolution set forth in the Loan Agreement.

Section 12             Heirs, Successors and Assigns.  The terms of this Note and of the other Loan Documents shall bind and inure to the benefit of the heirs, devisees, representatives, successors and

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assigns of the parties.  The foregoing sentence shall not be construed to permit Borrower to assign the Loan except as otherwise permitted under the Loan Documents.

Section 13             General Provisions.  Time is of the essence with respect to Borrower’s obligations under this Note.  Borrower and each party executing this Note as Borrower hereby severally (a) waive demand, presentment for payment, notice of dishonor and of nonpayment, protest, notice of protest, notice of intent to accelerate, notice of acceleration and all other notices (except any notices which are specifically required by this Note or any other Loan Document), filing of suit and diligence in collecting this Note or enforcing any of the security herefor; (b) agree to any substitution, subordination, exchange or release of any such security or the release of any party primarily or secondarily liable hereon; (c) agree that Lender shall not be required first to institute suit or exhaust its remedies hereon against Borrower or others liable or to become liable hereon or to perfect or enforce its rights against them or any security herefor; (d) consent to any extensions or postponements of time of payment of this Note for any period or periods of time and to any partial payments, before or after maturity, and to any other indulgences with respect hereto, without notice thereof to any of them; and (e) submit (and waive all rights to object) to non-exclusive personal jurisdiction of any state or federal court sitting in the state and county in which the Property is located for the enforcement of any and all obligations under this Note and the other Loan Documents; (f) agree that their liability under this Note shall not be affected or impaired by any determination that any title, security interest or lien taken by Lender to secure this Note is invalid or unperfected; and (g) hereby subordinate to the Loan and the Loan Documents any and all rights against Borrower and any security for the payment of this Note, whether by subrogation, agreement or otherwise, until this Note is paid in full.  A determination that any provision of this Note is unenforceable or invalid shall not affect the enforceability or validity of any other provision and the determination that the application of any provision of this Note to any person or circumstance is illegal or unenforceable shall not affect the enforceability or validity of such provision as it may apply to other persons or circumstances.  This Note may not be amended except in a writing specifically intended for such purpose and executed by the party against whom enforcement of the amendment is sought.  Captions and headings in this Note are for convenience only and shall be disregarded in construing it.  This Note and its validity, enforcement and interpretation shall be governed by the laws of the State of Missouri (without regard to any principles of conflicts of laws) and applicable United States federal law.  Whenever a time of day is referred to herein, unless otherwise specified such time shall be the local time of the place where payment of this Note is to be made.  The words “include” and “including” shall be interpreted as if followed by the words “without limitation.”

Section 14             Notices.  Any notice, request, or demand to or upon Borrower or Lender shall be deemed to have been properly given or made when delivered in accordance with the terms of the Loan Agreement regarding notices.

Section 15             Amended and Restated Note.  This Promissory Note consolidates, amends, renews, restates and supercedes that certain Second Amended and Restated Promissory Note (Alpine Valley) dated November 19, 2012 in favor of Lender in the original principal amount of FIVE MILLION FIFTY THOUSAND AND NO 100 DOLLARS ($5,050,000.00) (the “Prior Note”).  The Borrower and the Lender intend that the indebtedness reflected by this Promissory Note shall continue to be fully and completely secured by all liens originally given as security for the Prior Note, according to the same perfection and priority.  This instrument constitutes a consolidation, amendment and renewal, and not a novation, of the Prior Note.

Section 16.            Joint and Several Liability.  The liabilities and obligations of each of the undersigned shall be joint and several liabilities and obligations.  The joint and several obligations of each of the undersigned under this Note shall be absolute and unconditional and shall remain in full force and effect until the entire principal, interest, penalties, premiums and late charges, if any, on this Note and all

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additional payments, if any, due pursuant to any other Loan Document (collectively, the “Obligations”) shall have been paid and, until such payment has been made, shall not be discharged, affected, modified or impaired on the happening from time to time of any event, including, without limitation, any of the following, whether or not with notice to or the consent of any of the undersigned: (a) the waiver, compromise, settlement, release, termination or amendment (including, without limitation, any extension or postponement of the time for payment or performance or renewal or refinancing) of any or all of the Obligations or agreements of any of the undersigned under this Note or any other Loan Document; (b) the failure to give notice to any or all of the undersigned of the occurrence of a default under the terms and provisions of this Note or any other Loan Document; (c) the release, substitution or exchange by the holder of this note of any collateral securing any of the Obligations (whether with or without consideration) or the acceptance by the holder of this Note of any additional collateral or the availability or claimed availability of any other collateral or source of repayment or any nonperfection or other impairment of any collateral; (d) the release of any person primarily or secondarily liable for all or any part of the Obligations, whether by Lender or any other holder of the note or in connection with any voluntary or involuntary liquidation, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors or similar event or proceeding affecting any or all of the undersigned or any other person or entity who, or any of whose property, shall at the time in question be obligated in respect of the Obligations or any part thereof; or (e) to the extent permitted by law, any other event, occurrence, action or circumstance that would, in the absence of this clause, result in the release or discharge of any or all of the undersigned from the performance or observance of any obligation, covenant or agreement contained in this Note.  The joint and several Obligations of the undersigned to Lender under this Note shall remain in full force and effect (or be reinstated) until Lender has received payment in full of all Obligations and the expiration of any applicable preference or similar period pursuant to any bankruptcy, insolvency, reorganization, moratorium or similar law, or at law or equity, without any claim having been made before the expiration of such period asserting an interest in all or any part of any payment(s) received by Lender. The undersigned expressly agree that Lender shall not be required first to institute any suit or to exhaust its remedies against any of the undersigned or any other person or party to become liable hereunder or against any collateral, in order to enforce this Note; and expressly agree that, notwithstanding the occurrence of any of the foregoing, the undersigned shall be and remain, directly and primarily liable for all sums due under this note and under the loan documents.  On disposition by Lender of any property encumbered by any collateral, the undersigned shall be and shall remain jointly and severally liable for any deficiency.

Section 17.            Authority.  Each of the undersigned representatives of Borrower represent that Borrower has full power, authority and legal right to execute, deliver and perform its obligations pursuant to this Note, the Mortgage, and the other Loan Documents and they constitute the valid and binding obligations of Borrower.

Section 18             No Usury.  It is expressly stipulated and agreed to be the intent of Borrower and Lender at all times to comply with applicable state law or applicable United States federal law (to the extent that it permits Lender to contract for, charge, take, reserve, or receive a greater amount of interest than under state law) and that this Section shall control every other covenant and agreement in this Note and the other Loan Documents.  If applicable state or federal law should at any time be judicially interpreted so as to render usurious any amount called for under this Note or under any of the other Loan Documents, or contracted for, charged, taken, reserved, or received with respect to the Loan, or if Lender’s exercise of the option to accelerate the Maturity Date, or if any prepayment by Borrower results in Borrower having paid any interest in excess of that permitted by applicable law, then it is Lender’s express intent that all excess amounts theretofore collected by Lender shall be credited on the principal balance of this Note and all other indebtedness secured by the Mortgage, and the provisions of this Note and the other Loan Documents shall immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new

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documents, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder or thereunder.  All sums paid or agreed to be paid to Lender for the use or forbearance of the Loan shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan.

ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE.  TO PROTECT YOU (BORROWER) AND US (LENDER) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.

BORROWER AND LENDER HEREBY AFFIRM THAT THERE IS NO UNWRITTEN ORAL LOAN AGREEMENT BETWEEN BORROWER AND LENDER WITH RESPECT TO THE SUBJECT MATTER HEREOF.

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IN WITNESS WHEREOF, Borrower has duly executed this Note as of the date first above written.

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EXHIBIT C

AMENDED AND RESTATED PROMISSORY NOTE

(Boston Mills/Brandywine)

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.

Section 1                                              Payment.  Commencing on                                  , 20    , and continuing on the same day of each month thereafter until the Maturity Date, the Borrower shall pay interest only on the unpaid principal balance of this Note at the rate of interest set forth in Section 3 below.  The entire principal balance of this Note, together with all accrued and unpaid interest and all other amounts payable hereunder shall be due and payable in full on                                  , 20     [20 years following date of Note] (the “Maturity Date”), the final maturity of this Note.

Section 2                                              Security; Loan Documents.  This Note evidences a loan made by Lender to the Borrower pursuant to a Master Loan Agreement of even date herewith, by and between the Borrower and Lender (as amended, modified or supplemented from time to time, the “Loan Agreement”).  This Note shall be secured by (a) that certain Amended and Restated Mortgage, Assignment of Rents, Security Agreement, and Fixture Filing (as the same may from time to time be amended, restated, modified or supplemented, the “Boston Mills Mortgage”), of even date herewith, from Boston Mills Ski Resort, Inc., to Lender, conveying and encumbering certain real and personal property more particularly described therein and located in Boston, Ohio, and commonly known as the Boston Mills Ski Resort (the “Boston Mills Property”); (b) that certain Amended and Restated Mortgage, Assignment of Rents, Security Agreement, and Fixture Filing (as the same may from time to time be amended, restated, modified or supplemented, the “Brandywine Mortgage”, together with the Boston Mills Mortgage, the “Mortgage”), of even date herewith, from Brandywine Ski Resort, Inc., to Lender, conveying and encumbering certain real and personal property more particularly described therein and located in Sagamore Hills, Ohio, and commonly known as the Brandywine Ski Resort (the “Brandywine Property”, together with the Boston Mills Property, the “Property”); and (c) the Master Debt Service Reserve and Security Agreement (as the same may from time to time be amended, restated, modified or supplemented, the “Debt Service Agreement”) by and between Lender and Borrower of even date herewith.  This Note, the Mortgage, the Loan Agreement and all other documents now or hereafter securing, guaranteeing or executed in connection with the loan evidenced by this Note (the “Loan”), as the same may from time to time be

(1)  Subject to change in accordance with Section 2(f)(i) of the Restructure Agreement.

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amended, restated, modified or supplemented, are herein sometimes called individually a “Loan Document” and together the “Loan Documents.”(2)

Section 3                                              Interest Rate.

(a) Initial Rate.  The unpaid principal balance of this Note from day to day outstanding shall initially bear interest at a rate of                                                                         percent (            %) per annum.(3)

(b) Annual Rate Adjustment.  On                                  , 20    , and on the first day of                        of each year thereafter (the “Adjustment Date”) until the Maturity Date, the rate of interest shall be increased each year by the lesser of the following: (x) three (3) times the percentage increase in the CPI (as hereinafter defined) from the CPI in effect on the applicable Adjustment Date over the CPI in effect on the immediately preceding Adjustment Date, in each case rounded to the nearest one-hundredth of a percent; or (y) one and one-half percent (1.5%) (i.e., the rate of interest shall be increased to an amount equal to the rate of interest in the previous year multiplied by 1.015).  For the purposes hereof, “CPI” shall mean the Consumer Price Index for all Urban Consumers, U.S. City Average, published by the Bureau of Labor Statistics of the United States Department of Labor (base year 1982-84=100).

(c) Past Due Rate.  Any principal of, and to the extent permitted by applicable law, any interest on this Note, and any other sum payable hereunder, which is not paid when due (without regard to any applicable grace periods), shall bear interest, from the date due and payable until paid, payable on demand, at a rate per annum (the “Past Due Rate”) equal to the per annum interest rate from time to time publicly announced by Citibank, N.A., New York, New York as its base rate, plus four percent (4%), but in no event shall the Past Due Rate ever be less than the rate of interest set forth in subsection (a) above, (as adjusted pursuant to subsection (b) above and sometimes referred to herein as the “standard rate of interest”) plus 200 basis points (2.00%).  If Citibank, N.A. discontinues reporting a base rate, then the base rate shall be such other base rate as Lender designates to be the successor base rate.

Section 4                                              Prepayment.  Borrower shall have no right to prepay all or any part of the principal of this Note prior to its scheduled Maturity Date without Lender’s consent, which consent shall be held by Lender in its sole discretion.

Section 5                                              Late Charges.  If Borrower shall fail to make any payment under the terms of this Note (other than the payment due at maturity) within fifteen (15) days after the date such payment is due, Borrower shall pay to Lender on demand a late charge equal to four percent (4%) of the amount of such payment.  Such fifteen (15) day period shall not be construed as in any way extending the due date of any payment.  The late charge is imposed for the purpose of defraying the expenses of Lender incident to handling such delinquent payment.  This charge shall be in addition to, and not in lieu of, any other amount that Lender may be entitled to receive or action that Lender may be authorized to take as a result of such late payment.

Section 6                                              Certain Provisions Regarding Payments.  All payments made under this Note shall be applied, to the extent thereof, to late charges, to accrued but unpaid interest, to unpaid principal, and to any other sums due and unpaid to Lender under the Loan Documents, in such manner and order as Lender may elect in its sole discretion, any instructions from Borrower or anyone else to the contrary notwithstanding.  Remittances shall be made without offset, demand, counterclaim, deduction, or

(2)  May also be secured by mortgages on Snow Creek, Hidden Valley, Paoli Peaks, Mt. Attitash, and Crotched Mountain in the vent the Pay Off Amount does not meet or exceed the required Thresholds set forth in the Restructure Agreement.

(3)  Interest Rate will be that in effect on the Closing Date under the current applicable note, and escalation dates will track escalation dates under the current applicable note.

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recoupment (each of which is hereby waived) and shall be accepted subject to the condition that any check or draft may be handled for collection in accordance with the practice of the collecting bank or banks.  Acceptance by Lender of any payment in an amount less than the amount then due on any indebtedness shall be deemed an acceptance on account only, notwithstanding any notation on or accompanying such partial payment to the contrary, and shall not in any way (a) waive or excuse the existence of an Event of Default (as hereinafter defined), (b) waive, impair or extinguish any right or remedy available to Lender hereunder or under the other Loan Documents, or (c) waive the requirement of punctual payment and performance or constitute a novation in any respect.  Payments received after 2:00 o’clock p.m. central standard time shall be deemed to be received on, and shall be posted as of, the following business day.  Whenever any payment under this Note or any other Loan Document falls due on a Saturday, a Sunday or another day on which the offices of Lender are not open for the conduct of its banking business at the place where this Note is payable, such payment may be made on the next succeeding day on which the offices of Lender are open for such business.

Section 7                                              Events of Default.  The occurrence of any one or more of the following shall constitute an “Event of Default” under this Note:

(a)                                 Borrower fails to pay when and as due and payable any amounts payable by Borrower to Lender under the terms of this Note and such amount remains unpaid beyond a period of ten (10) days after written notice of such default is given by Lender to Borrower.

(b)                                 Any covenant, agreement or condition in this Note is not fully and timely performed, observed or kept, subject to any applicable grace or cure period set forth in the Loan Documents.

(c)                                  An Event of Default (as therein defined) occurs under any of the Loan Documents other than this Note (subject to any applicable grace or cure period), including without limitation the Mortgage and Loan Agreement.

Section 8                                              Remedies.  Upon the occurrence of an Event of Default, Lender may at any time thereafter exercise any one or more of the following rights, powers and remedies:

(a)                                 Lender may accelerate the Maturity Date and declare the unpaid principal balance and accrued but unpaid interest on this Note, and all other amounts payable hereunder and under the other Loan Documents, at once due and payable, and upon such declaration the same shall at once be due and payable.

(b)                                 Lender may set off the amount due against any and all accounts, credits, money, securities or other property now or hereafter on deposit with, held by or in the possession of Lender to the credit or for the account of Borrower, without notice to or the consent of Borrower.

(c)                                  Lender may exercise any of its other rights, powers and remedies under the Loan Documents or at law or in equity.

Section 9                                              Remedies Cumulative.  All of the rights and remedies of Lender under this Note and the other Loan Documents are cumulative of each other and of any and all other rights at law or in equity, and the exercise by Lender of any one or more of such rights and remedies shall not preclude the simultaneous or later exercise by Lender of any or all such other rights and remedies.  No single or partial exercise of any right or remedy shall exhaust it or preclude any other or further exercise thereof, and every right and remedy may be exercised at any time and from time to time.  No failure by Lender to

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exercise, nor delay in exercising, any right or remedy shall operate as a waiver of such right or remedy or as a waiver of any Event of Default.

Section 10                                       Costs and Expenses of Enforcement.  Borrower agrees to pay to Lender on demand all costs and expenses incurred by Lender in seeking to collect this Note or to enforce any of Lender’s rights and remedies under the Loan Documents, including court costs and reasonable attorneys’ fees and expenses, whether or not suit is filed hereon, or whether in connection with bankruptcy, insolvency or appeal.

Section 11                                       Service of Process.  Borrower hereby consents to process being served in any suit, action, or proceeding instituted in connection with this Note by the mailing of a copy thereof by certified mail, postage prepaid, return receipt requested, to Peak Resorts, Inc., at its address specified in the Loan Agreement. Borrower irrevocably agrees that such service shall be deemed to be service of process upon each party executing this Note as Borrower in any such suit, action, or proceeding.  Nothing in this Note shall affect the right of Lender to serve process in any manner otherwise permitted by law and nothing in this Note will limit the right of Lender otherwise to bring proceedings against Borrower in the courts of any jurisdiction or jurisdictions, subject to any provision or agreement for arbitration or dispute resolution set forth in the Loan Agreement.

Section 12                                       Heirs, Successors and Assigns.  The terms of this Note and of the other Loan Documents shall bind and inure to the benefit of the heirs, devisees, representatives, successors and assigns of the parties.  The foregoing sentence shall not be construed to permit Borrower to assign the Loan except as otherwise permitted under the Loan Documents.

Section 13                                       General Provisions.  Time is of the essence with respect to Borrower’s obligations under this Note.  Borrower and each party executing this Note as Borrower hereby severally (a) waive demand, presentment for payment, notice of dishonor and of nonpayment, protest, notice of protest, notice of intent to accelerate, notice of acceleration and all other notices (except any notices which are specifically required by this Note or any other Loan Document), filing of suit and diligence in collecting this Note or enforcing any of the security herefor; (b) agree to any substitution, subordination, exchange or release of any such security or the release of any party primarily or secondarily liable hereon; (c) agree that Lender shall not be required first to institute suit or exhaust its remedies hereon against Borrower or others liable or to become liable hereon or to perfect or enforce its rights against them or any security herefor; (d) consent to any extensions or postponements of time of payment of this Note for any period or periods of time and to any partial payments, before or after maturity, and to any other indulgences with respect hereto, without notice thereof to any of them; and (e) submit (and waive all rights to object) to non-exclusive personal jurisdiction of any state or federal court sitting in the state and county in which the Property is located for the enforcement of any and all obligations under this Note and the other Loan Documents; (f) agree that their liability under this Note shall not be affected or impaired by any determination that any title, security interest or lien taken by Lender to secure this Note is invalid or unperfected; and (g) hereby subordinate to the Loan and the Loan Documents any and all rights against Borrower and any security for the payment of this Note, whether by subrogation, agreement or otherwise, until this Note is paid in full.  A determination that any provision of this Note is unenforceable or invalid shall not affect the enforceability or validity of any other provision and the determination that the application of any provision of this Note to any person or circumstance is illegal or unenforceable shall not affect the enforceability or validity of such provision as it may apply to other persons or circumstances.  This Note may not be amended except in a writing specifically intended for such purpose and executed by the party against whom enforcement of the amendment is sought.  Captions and headings in this Note are for convenience only and shall be disregarded in construing it.  This Note and its validity, enforcement and interpretation shall be governed by the laws of the State of Missouri (without regard to any principles of conflicts of laws) and applicable United States federal law.  Whenever a time of day is

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referred to herein, unless otherwise specified such time shall be the local time of the place where payment of this Note is to be made.  The words “include” and “including” shall be interpreted as if followed by the words “without limitation.”

Section 14                                       Notices.  Any notice, request, or demand to or upon Borrower or Lender shall be deemed to have been properly given or made when delivered in accordance with the terms of the Loan Agreement regarding notices.

Section 15                                       Amended and Restated Note.  This Promissory Note, together with the Amended and Restated Promissory Note (Jack Frost/Big Boulder) of even date herewith, consolidates, amends, renews, restates and supercedes that certain Fifth Amended and Restated Promissory Note dated July 13, 2012 in favor of Lender in the original principal amount of FIFTY-SIX MILLION SEVEN THOUSAND EIGHT HUNDRED AND NO 100 DOLLARS ($56,007,800.00) (the “Prior Note”).  The Borrower and the Lender intend that the indebtedness reflected by this Promissory Note shall continue to be fully and completely secured by all liens originally given as security for the Prior Note, according to the same perfection and priority.  This instrument constitutes a consolidation, amendment and renewal, and not a novation, of the Prior Note.

Section 16.                                    Joint and Several Liability.  The liabilities and obligations of each of the undersigned shall be joint and several liabilities and obligations.  The joint and several obligations of each of the undersigned under this Note shall be absolute and unconditional and shall remain in full force and effect until the entire principal, interest, penalties, premiums and late charges, if any, on this Note and all additional payments, if any, due pursuant to any other Loan Document (collectively, the “Obligations”) shall have been paid and, until such payment has been made, shall not be discharged, affected, modified or impaired on the happening from time to time of any event, including, without limitation, any of the following, whether or not with notice to or the consent of any of the undersigned: (a) the waiver, compromise, settlement, release, termination or amendment (including, without limitation, any extension or postponement of the time for payment or performance or renewal or refinancing) of any or all of the Obligations or agreements of any of the undersigned under this Note or any other Loan Document; (b) the failure to give notice to any or all of the undersigned of the occurrence of a default under the terms and provisions of this Note or any other Loan Document; (c) the release, substitution or exchange by the holder of this note of any collateral securing any of the Obligations (whether with or without consideration) or the acceptance by the holder of this Note of any additional collateral or the availability or claimed availability of any other collateral or source of repayment or any nonperfection or other impairment of any collateral; (d) the release of any person primarily or secondarily liable for all or any part of the Obligations, whether by Lender or any other holder of the note or in connection with any voluntary or involuntary liquidation, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors or similar event or proceeding affecting any or all of the undersigned or any other person or entity who, or any of whose property, shall at the time in question be obligated in respect of the Obligations or any part thereof; or (e) to the extent permitted by law, any other event, occurrence, action or circumstance that would, in the absence of this clause, result in the release or discharge of any or all of the undersigned from the performance or observance of any obligation, covenant or agreement contained in this Note.  The joint and several Obligations of the undersigned to Lender under this Note shall remain in full force and effect (or be reinstated) until Lender has received payment in full of all Obligations and the expiration of any applicable preference or similar period pursuant to any bankruptcy, insolvency, reorganization, moratorium or similar law, or at law or equity, without any claim having been made before the expiration of such period asserting an interest in all or any part of any payment(s) received by Lender. The undersigned expressly agree that Lender shall not be required first to institute any suit or to exhaust its remedies against any of the undersigned or any other person or party to become liable hereunder or against any collateral, in order to enforce this Note; and expressly agree that, notwithstanding the occurrence of any of the foregoing, the undersigned shall be and remain, directly and

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primarily liable for all sums due under this note and under the loan documents.  On disposition by Lender of any property encumbered by any collateral, the undersigned shall be and shall remain jointly and severally liable for any deficiency.

Section 17.                                    Authority.  Each of the undersigned representatives of Borrower represent that Borrower has full power, authority and legal right to execute, deliver and perform its obligations pursuant to this Note, the Mortgage, and the other Loan Documents and they constitute the valid and binding obligations of Borrower.

Section 18                                       No Usury.  It is expressly stipulated and agreed to be the intent of Borrower and Lender at all times to comply with applicable state law or applicable United States federal law (to the extent that it permits Lender to contract for, charge, take, reserve, or receive a greater amount of interest than under state law) and that this Section shall control every other covenant and agreement in this Note and the other Loan Documents.  If applicable state or federal law should at any time be judicially interpreted so as to render usurious any amount called for under this Note or under any of the other Loan Documents, or contracted for, charged, taken, reserved, or received with respect to the Loan, or if Lender’s exercise of the option to accelerate the Maturity Date, or if any prepayment by Borrower results in Borrower having paid any interest in excess of that permitted by applicable law, then it is Lender’s express intent that all excess amounts theretofore collected by Lender shall be credited on the principal balance of this Note and all other indebtedness secured by the Mortgage, and the provisions of this Note and the other Loan Documents shall immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new documents, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder or thereunder.  All sums paid or agreed to be paid to Lender for the use or forbearance of the Loan shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan.

ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE.  TO PROTECT YOU (BORROWER) AND US (LENDER) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.

BORROWER AND LENDER HEREBY AFFIRM THAT THERE IS NO UNWRITTEN ORAL LOAN AGREEMENT BETWEEN BORROWER AND LENDER WITH RESPECT TO THE SUBJECT MATTER HEREOF.

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IN WITNESS WHEREOF, Borrower has duly executed this Note as of the date first above written.

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EXHIBIT D

MEMBERSHIP INTEREST PURCHASE AGREEMENT

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of [                      ], is entered into between EPT CROTCHED MOUNTAIN, INC., a Missouri corporation located at 909 Walnut Street, Suite 200, Kansas City, MO 64106 (the “Seller”), and PEAK RESORTS, INC., a Missouri corporation located at 17409 Hidden Drive, Wildwood, MO 63025 (the “Buyer”).

WHEREAS, Seller owns all outstanding membership interests (the “Membership Interests”) of Crotched Mountain Properties, LLC, a New Hampshire limited liability company (the “Company”); and

WHEREAS, Seller wishes to sell to Buyer, and Buyer wishes to purchase from Seller, the Membership Interests, subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.                                      Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing (as defined in Section 2), Seller shall sell, transfer and assign to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title and interest in and to the Membership Interests. The aggregate purchase price for the Membership Interests shall be Four Hundred and Four Thousand One Hundred Fifteen and 00/100 Dollars ($404,115.00) (the “Purchase Price”).

2.                                      Closing. Subject to the terms and conditions contained in this Agreement, the purchase and sale of the Membership Interests contemplated hereby shall take place at a closing (the “Closing”) to be held remotely via the electronic exchange of documents and signatures on [                                ] (the “Closing Date”). At the Closing, Buyer shall deliver to Seller the Purchase Price by wire transfer of immediately available funds to an account designated in writing by Seller to Buyer.

3.                                      Closing Conditions.

(a)                                 The obligation of Seller to sell, transfer and assign the Membership Interests to Buyer hereunder is subject to the satisfaction or waiver of the following conditions as of the Closing:

(i)                                     the representations and warranties of Buyer in Section 5 hereof shall be true and correct on and as of the Closing Date with the same effect as though made at and as of such date;

(ii)                                  Buyer shall have performed and complied in all material respects with all agreements and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date;

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(iii)                               Buyer shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the transactions contemplated herein;

(iv)                              Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in this Section 3(a) have been satisfied; and

(v)                                 Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby.

(b)                                 The obligation of Buyer to purchase the Membership Interests from Seller is subject to the satisfaction or waiver of the following conditions as of the Closing:

(i)                                     the representations and warranties of Seller in Section 4 shall be true and correct on and as of the Closing Date with the same effect as though made at and as of such date;

(ii)                                  Seller shall have performed and complied in all material respects with all agreements and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date;

(iii)                               Seller shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation of the transactions contemplated herein;

(iv)                              Buyer shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Seller, that each of the conditions set forth in this Section 3(a) have been satisfied; and

(v)                                 Buyer shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Seller authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby.

4.                                      Representations and Warranties of Seller. Seller hereby represents and warrants to Buyer as follows:

(a)                                 Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Missouri.

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(b)                                 Seller has all requisite power and authority to execute and deliver this Agreement, to carry out its obligations hereunder, and to consummate the transactions contemplated hereby. Seller has obtained all necessary corporate approvals for the execution and delivery of this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller and (assuming due authorization, execution and delivery by Buyer) constitutes Seller’s legal, valid and binding obligation, enforceable against Seller in accordance with its terms.

(c)                                  The Seller is the sole member of the Company and the Membership Interests are owned by Seller, free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements or restrictions of any kind (“Encumbrances”). Upon consummation of the transactions contemplated by this Agreement, Buyer shall own the Membership Interests, free and clear of all Encumbrances.

(d)                                 The execution, delivery and performance by Seller of this Agreement do not conflict with, violate or result in the breach of, or create any Encumbrance on the Membership Interests pursuant to, any agreement, instrument, order, judgment, decree, law or governmental regulation to which Seller is a party or is subject or by which the Membership Interests are bound.

(e)                                  No governmental, administrative or other third party consents or approvals are required by or with respect to Seller in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

(f)                                   There are no actions, suits, claims, investigations or other legal proceedings pending or, to the knowledge of Seller, threatened against or by Seller that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.

(g)                                  No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Seller.

5.                                      Representation and Warranties of Buyer.

(a)                                 Buyer is a Missouri corporation duly organized, validly existing and in good standing under the laws of the State of Missouri.

(b)                                 Buyer has all requisite power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Buyer of this Agreement, the performance by Buyer of its obligations hereunder and the consummation by Buyer of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and (assuming due authorization, execution and delivery

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by Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms.

(c)                                  Buyer is acquiring the Membership Interests solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Membership Interests are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Membership Interests may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

(d)                                 No governmental, administrative or other third party consents or approvals are required by or with respect to Buyer in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

(e)                                  There are no actions, suits, claims, investigations or other legal proceedings pending or, to the knowledge of Buyer, threatened against or by Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.

(f)                                   No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Buyer.

6.                                      Survival. All representations and warranties contained in Sections 4 and 5 hereof shall survive the execution and delivery of this Agreement and the Closing hereunder.

7.                                      Indemnification. Seller shall indemnify Buyer and hold Buyer harmless against and in respect of any and all losses, liabilities, damages, obligations, claims, Encumbrances, costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred by Buyer resulting from any breach of any representation, warranty, covenant or agreement made by Seller herein.

8.                                      Further Assurances. Following the Closing, each of the parties hereto shall execute and deliver such additional documents, instruments, conveyances and assurances, and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.

9.                                      Termination. This Agreement may be terminated at any time prior to the Closing (a) by the mutual written consent of Buyer and Seller or (b) by either Buyer or Seller if (i) a breach of any provision of this Agreement has been committed by the other party and such breach has not been cured within [30] days following receipt by the breaching party of written notice of such breach, or (ii) the Closing does not occur by [                          ]. Upon termination, all further obligations of the parties under this Agreement shall terminate without liability of any party to the other parties to this Agreement, except that no such termination shall relieve any party from liability for any fraud or willful breach of this Agreement.

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10.                               Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.

11.                               Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the receiving party from time to time in accordance with this section). All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or e-mail of a PDF document (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt by the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

12.                               Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

13.                               Successor and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party may assign any of its rights or obligations hereunder without the prior written consent of the other parties hereto, which consent shall not be unreasonably withheld or delayed.

14.                               Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

15.                               Amendment and Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

16.                               Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

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17.                               Governing Law; Submission to Jurisdiction. This Agreement will be governed by and construed in accordance with the domestic laws of the State of Missouri without giving effect to any choice or conflict of law provision or rule (whether of the State of Missouri or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Missouri.

18.                               Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.

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EXHIBIT E

AMENDED AND RESTATED PROMISSORY NOTE

(Jack Frost/Big Boulder)

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.

Section 1                                              Payment.  Commencing on                                  , 20    , and continuing on the same day of each month thereafter until the Maturity Date, the Borrower shall pay interest only on the unpaid principal balance of this Note at the rate of interest set forth in Section 3 below.  The entire principal balance of this Note, together with all accrued and unpaid interest and all other amounts payable hereunder shall be due and payable in full on                                  , 20     [20 years following date of Note] (the “Maturity Date”), the final maturity of this Note.

Section 2                                              Security; Loan Documents.  This Note evidences a loan made by Lender to the Borrower pursuant to a Master Loan Agreement of even date herewith, by and between the Borrower and Lender (as amended, modified or supplemented from time to time, the “Loan Agreement”).  This Note shall be secured by (a) that certain Amended and Restated Mortgage, Assignment of Rents, Security Agreement, and Fixture Filing (as the same may from time to time be amended, restated, modified or supplemented, the “Jack Frost Mortgage”), of even date herewith, from JFBB Ski Areas, Inc., to Lender, conveying and encumbering certain real and personal property more particularly described therein and located in Kidder, Pennsylvania, and commonly known as the Jack Frost Ski Resort (the “Jack Frost Property”); (b) that certain Amended and Restated Mortgage, Assignment of Rents, Security Agreement, and Fixture Filing (as the same may from time to time be amended, restated, modified or supplemented, the “Big Boulder Mortgage”, together with the Jack Frost Mortgage, the “Mortgage”), of even date herewith, from JFBB Ski Areas, Inc., to Lender, conveying and encumbering certain real and personal property more particularly described therein and located in Kidder, Pennsylvania, and commonly known as the Big Boulder Ski Resort (the “Big Boulder Property”, together with the Jack Frost Property, the “Property”); and (c) the Master Debt Service Reserve and Security Agreement (as the same may from time to time be amended, restated, modified or supplemented, the “Debt Service Agreement”) by and between Lender and Borrower of even date herewith.  This Note, the Mortgage, the Loan Agreement and all other documents now or hereafter securing, guaranteeing or executed in connection with the loan evidenced by this Note (the “Loan”), as the same may from time to time be amended, restated, modified or supplemented, are herein sometimes called individually a “Loan Document” and together the “Loan Documents.”

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Section 3                                              Interest Rate.

(a) Initial Rate.  The unpaid principal balance of this Note from day to day outstanding shall initially bear interest at a rate of                                                           percent (            %) per annum.(1)

(b) Annual Rate Adjustment.  On                                  , 20    , and on the first day of                        of each year thereafter (the “Adjustment Date”) until the Maturity Date, the rate of interest shall be increased each year by the lesser of the following: (x) three (3) times the percentage increase in the CPI (as hereinafter defined) from the CPI in effect on the applicable Adjustment Date over the CPI in effect on the immediately preceding Adjustment Date, in each case rounded to the nearest one-hundredth of a percent; or (y) one and one-half percent (1.5%) (i.e., the rate of interest shall be increased to an amount equal to the rate of interest in the previous year multiplied by 1.015).  For the purposes hereof, “CPI” shall mean the Consumer Price Index for all Urban Consumers, U.S. City Average, published by the Bureau of Labor Statistics of the United States Department of Labor (base year 1982-84=100).

(c) Past Due Rate.  Any principal of, and to the extent permitted by applicable law, any interest on this Note, and any other sum payable hereunder, which is not paid when due (without regard to any applicable grace periods), shall bear interest, from the date due and payable until paid, payable on demand, at a rate per annum (the “Past Due Rate”) equal to the per annum interest rate from time to time publicly announced by Citibank, N.A., New York, New York as its base rate, plus four percent (4%), but in no event shall the Past Due Rate ever be less than the rate of interest set forth in subsection (a) above, (as adjusted pursuant to subsection (b) above and sometimes referred to herein as the “standard rate of interest”) plus 200 basis points (2.00%).  If Citibank, N.A. discontinues reporting a base rate, then the base rate shall be such other base rate as Lender designates to be the successor base rate.

Section 4                                              Prepayment.  Borrower shall have no right to prepay all or any part of the principal of this Note prior to its scheduled Maturity Date without Lender’s consent, which consent shall be held by Lender in its sole discretion.

Section 5                                              Late Charges.  If Borrower shall fail to make any payment under the terms of this Note (other than the payment due at maturity) within fifteen (15) days after the date such payment is due, Borrower shall pay to Lender on demand a late charge equal to four percent (4%) of the amount of such payment.  Such fifteen (15) day period shall not be construed as in any way extending the due date of any payment.  The late charge is imposed for the purpose of defraying the expenses of Lender incident to handling such delinquent payment.  This charge shall be in addition to, and not in lieu of, any other amount that Lender may be entitled to receive or action that Lender may be authorized to take as a result of such late payment.

Section 6                                              Certain Provisions Regarding Payments.  All payments made under this Note shall be applied, to the extent thereof, to late charges, to accrued but unpaid interest, to unpaid principal, and to any other sums due and unpaid to Lender under the Loan Documents, in such manner and order as Lender may elect in its sole discretion, any instructions from Borrower or anyone else to the contrary notwithstanding.  Remittances shall be made without offset, demand, counterclaim, deduction, or recoupment (each of which is hereby waived) and shall be accepted subject to the condition that any check or draft may be handled for collection in accordance with the practice of the collecting bank or banks.  Acceptance by Lender of any payment in an amount less than the amount then due on any indebtedness shall be deemed an acceptance on account only, notwithstanding any notation on or accompanying such partial payment to the contrary, and shall not in any way (a) waive or excuse the existence of an Event of Default (as hereinafter defined), (b) waive, impair or extinguish any right or remedy available to Lender hereunder or under the other Loan Documents, or (c) waive the requirement of punctual payment and performance or constitute a novation in any respect.  Payments received after

(1)  Interest Rate will be that in effect on the Closing Date under the current applicable note, and escalation dates will track escalation dates under the current applicable note.

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2:00 o’clock p.m. central standard time shall be deemed to be received on, and shall be posted as of, the following business day.  Whenever any payment under this Note or any other Loan Document falls due on a Saturday, a Sunday or another day on which the offices of Lender are not open for the conduct of its banking business at the place where this Note is payable, such payment may be made on the next succeeding day on which the offices of Lender are open for such business.

Section 7                                              Events of Default.  The occurrence of any one or more of the following shall constitute an “Event of Default” under this Note:

(a)                                 Borrower fails to pay when and as due and payable any amounts payable by Borrower to Lender under the terms of this Note and such amount remains unpaid beyond a period of ten (10) days after written notice of such default is given by Lender to Borrower.

(b)                                 Any covenant, agreement or condition in this Note is not fully and timely performed, observed or kept, subject to any applicable grace or cure period set forth in the Loan Documents.

(c)                                  An Event of Default (as therein defined) occurs under any of the Loan Documents other than this Note (subject to any applicable grace or cure period), including without limitation the Mortgage and Loan Agreement.

Section 8                                              Remedies.  Upon the occurrence of an Event of Default, Lender may at any time thereafter exercise any one or more of the following rights, powers and remedies:

(a)                                 Lender may accelerate the Maturity Date and declare the unpaid principal balance and accrued but unpaid interest on this Note, and all other amounts payable hereunder and under the other Loan Documents, at once due and payable, and upon such declaration the same shall at once be due and payable.

(b)                                 Lender may set off the amount due against any and all accounts, credits, money, securities or other property now or hereafter on deposit with, held by or in the possession of Lender to the credit or for the account of Borrower, without notice to or the consent of Borrower.

(c)                                  Lender may exercise any of its other rights, powers and remedies under the Loan Documents or at law or in equity.

Section 9                                              Remedies Cumulative.  All of the rights and remedies of Lender under this Note and the other Loan Documents are cumulative of each other and of any and all other rights at law or in equity, and the exercise by Lender of any one or more of such rights and remedies shall not preclude the simultaneous or later exercise by Lender of any or all such other rights and remedies.  No single or partial exercise of any right or remedy shall exhaust it or preclude any other or further exercise thereof, and every right and remedy may be exercised at any time and from time to time.  No failure by Lender to exercise, nor delay in exercising, any right or remedy shall operate as a waiver of such right or remedy or as a waiver of any Event of Default.

Section 10                                       Costs and Expenses of Enforcement.  Borrower agrees to pay to Lender on demand all costs and expenses incurred by Lender in seeking to collect this Note or to enforce any of Lender’s rights and remedies under the Loan Documents, including court costs and reasonable attorneys’ fees and expenses, whether or not suit is filed hereon, or whether in connection with bankruptcy, insolvency or appeal.

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Section 11                                       Service of Process.  Borrower hereby consents to process being served in any suit, action, or proceeding instituted in connection with this Note by the mailing of a copy thereof by certified mail, postage prepaid, return receipt requested, to Peak Resorts, Inc., at its address specified in the Loan Agreement. Borrower irrevocably agrees that such service shall be deemed to be service of process upon each party executing this Note as Borrower in any such suit, action, or proceeding.  Nothing in this Note shall affect the right of Lender to serve process in any manner otherwise permitted by law and nothing in this Note will limit the right of Lender otherwise to bring proceedings against Borrower in the courts of any jurisdiction or jurisdictions, subject to any provision or agreement for arbitration or dispute resolution set forth in the Loan Agreement.

Section 12                                       Heirs, Successors and Assigns.  The terms of this Note and of the other Loan Documents shall bind and inure to the benefit of the heirs, devisees, representatives, successors and assigns of the parties.  The foregoing sentence shall not be construed to permit Borrower to assign the Loan except as otherwise permitted under the Loan Documents.

Section 13                                       General Provisions.  Time is of the essence with respect to Borrower’s obligations under this Note.  Borrower and each party executing this Note as Borrower hereby severally (a) waive demand, presentment for payment, notice of dishonor and of nonpayment, protest, notice of protest, notice of intent to accelerate, notice of acceleration and all other notices (except any notices which are specifically required by this Note or any other Loan Document), filing of suit and diligence in collecting this Note or enforcing any of the security herefor; (b) agree to any substitution, subordination, exchange or release of any such security or the release of any party primarily or secondarily liable hereon; (c) agree that Lender shall not be required first to institute suit or exhaust its remedies hereon against Borrower or others liable or to become liable hereon or to perfect or enforce its rights against them or any security herefor; (d) consent to any extensions or postponements of time of payment of this Note for any period or periods of time and to any partial payments, before or after maturity, and to any other indulgences with respect hereto, without notice thereof to any of them; and (e) submit (and waive all rights to object) to non-exclusive personal jurisdiction of any state or federal court sitting in the state and county in which the Property is located for the enforcement of any and all obligations under this Note and the other Loan Documents; (f) agree that their liability under this Note shall not be affected or impaired by any determination that any title, security interest or lien taken by Lender to secure this Note is invalid or unperfected; and (g) hereby subordinate to the Loan and the Loan Documents any and all rights against Borrower and any security for the payment of this Note, whether by subrogation, agreement or otherwise, until this Note is paid in full.  A determination that any provision of this Note is unenforceable or invalid shall not affect the enforceability or validity of any other provision and the determination that the application of any provision of this Note to any person or circumstance is illegal or unenforceable shall not affect the enforceability or validity of such provision as it may apply to other persons or circumstances.  This Note may not be amended except in a writing specifically intended for such purpose and executed by the party against whom enforcement of the amendment is sought.  Captions and headings in this Note are for convenience only and shall be disregarded in construing it.  This Note and its validity, enforcement and interpretation shall be governed by the laws of the State of Missouri (without regard to any principles of conflicts of laws) and applicable United States federal law.  Whenever a time of day is referred to herein, unless otherwise specified such time shall be the local time of the place where payment of this Note is to be made.  The words “include” and “including” shall be interpreted as if followed by the words “without limitation.”

Section 14                                       Notices.  Any notice, request, or demand to or upon Borrower or Lender shall be deemed to have been properly given or made when delivered in accordance with the terms of the Loan Agreement regarding notices.

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Section 15                                       Amended and Restated Note.  This Promissory Note, together with the Amended and Restated Promissory Note (Boston Mills/Brandywine) of even date herewith, consolidates, amends, renews, restates and supercedes that certain Fifth Amended and Restated Promissory Note dated July 13, 2012 in favor of Lender in the original principal amount of FIFTY-SIX MILLION SEVEN THOUSAND EIGHT HUNDRED AND NO 100 DOLLARS ($56,007,800.00) (the “Prior Note”).  The Borrower and the Lender intend that the indebtedness reflected by this Promissory Note shall continue to be fully and completely secured by all liens originally given as security for the Prior Note, according to the same perfection and priority.  This instrument constitutes a consolidation, amendment and renewal, and not a novation, of the Prior Note.

Section 16.                                    Joint and Several Liability.  The liabilities and obligations of each of the undersigned shall be joint and several liabilities and obligations.  The joint and several obligations of each of the undersigned under this Note shall be absolute and unconditional and shall remain in full force and effect until the entire principal, interest, penalties, premiums and late charges, if any, on this Note and all additional payments, if any, due pursuant to any other Loan Document (collectively, the “Obligations”) shall have been paid and, until such payment has been made, shall not be discharged, affected, modified or impaired on the happening from time to time of any event, including, without limitation, any of the following, whether or not with notice to or the consent of any of the undersigned: (a) the waiver, compromise, settlement, release, termination or amendment (including, without limitation, any extension or postponement of the time for payment or performance or renewal or refinancing) of any or all of the Obligations or agreements of any of the undersigned under this Note or any other Loan Document; (b) the failure to give notice to any or all of the undersigned of the occurrence of a default under the terms and provisions of this Note or any other Loan Document; (c) the release, substitution or exchange by the holder of this note of any collateral securing any of the Obligations (whether with or without consideration) or the acceptance by the holder of this Note of any additional collateral or the availability or claimed availability of any other collateral or source of repayment or any nonperfection or other impairment of any collateral; (d) the release of any person primarily or secondarily liable for all or any part of the Obligations, whether by Lender or any other holder of the note or in connection with any voluntary or involuntary liquidation, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors or similar event or proceeding affecting any or all of the undersigned or any other person or entity who, or any of whose property, shall at the time in question be obligated in respect of the Obligations or any part thereof; or (e) to the extent permitted by law, any other event, occurrence, action or circumstance that would, in the absence of this clause, result in the release or discharge of any or all of the undersigned from the performance or observance of any obligation, covenant or agreement contained in this Note.  The joint and several Obligations of the undersigned to Lender under this Note shall remain in full force and effect (or be reinstated) until Lender has received payment in full of all Obligations and the expiration of any applicable preference or similar period pursuant to any bankruptcy, insolvency, reorganization, moratorium or similar law, or at law or equity, without any claim having been made before the expiration of such period asserting an interest in all or any part of any payment(s) received by Lender. The undersigned expressly agree that Lender shall not be required first to institute any suit or to exhaust its remedies against any of the undersigned or any other person or party to become liable hereunder or against any collateral, in order to enforce this Note; and expressly agree that, notwithstanding the occurrence of any of the foregoing, the undersigned shall be and remain, directly and primarily liable for all sums due under this note and under the loan documents.  On disposition by Lender of any property encumbered by any collateral, the undersigned shall be and shall remain jointly and severally liable for any deficiency.

Section 17.                                    Authority.  Each of the undersigned representatives of Borrower represent that Borrower has full power, authority and legal right to execute, deliver and perform its obligations pursuant to this Note, the Mortgage, and the other Loan Documents and they constitute the valid and binding obligations of Borrower.

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Section 18                                       No Usury.  It is expressly stipulated and agreed to be the intent of Borrower and Lender at all times to comply with applicable state law or applicable United States federal law (to the extent that it permits Lender to contract for, charge, take, reserve, or receive a greater amount of interest than under state law) and that this Section shall control every other covenant and agreement in this Note and the other Loan Documents.  If applicable state or federal law should at any time be judicially interpreted so as to render usurious any amount called for under this Note or under any of the other Loan Documents, or contracted for, charged, taken, reserved, or received with respect to the Loan, or if Lender’s exercise of the option to accelerate the Maturity Date, or if any prepayment by Borrower results in Borrower having paid any interest in excess of that permitted by applicable law, then it is Lender’s express intent that all excess amounts theretofore collected by Lender shall be credited on the principal balance of this Note and all other indebtedness secured by the Mortgage, and the provisions of this Note and the other Loan Documents shall immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new documents, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder or thereunder.  All sums paid or agreed to be paid to Lender for the use or forbearance of the Loan shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan.

ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE.  TO PROTECT YOU (BORROWER) AND US (LENDER) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.

BORROWER AND LENDER HEREBY AFFIRM THAT THERE IS NO UNWRITTEN ORAL LOAN AGREEMENT BETWEEN BORROWER AND LENDER WITH RESPECT TO THE SUBJECT MATTER HEREOF.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, Borrower has duly executed this Note as of the date first above written.

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EXHIBIT F

SECOND AMENDMENT TO LEASE AGREEMENT

THIS SECOND AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made as of the                day of November, 2014 (the “Effective Date”), by and between EPT MAD RIVER, INC., a Missouri corporation (“Landlord”) and MAD RIVER MOUNTAIN, INC., a Missouri corporation (“Tenant”).

RECITALS

A.                                    Reference is made to that certain Lease Agreement dated as of November 17, 2005 (the “Original Lease”), by and between Landlord and Tenant, Landlord leased to Tenant and Tenant leased from Landlord certain premises located on real property in the Village of Valley Hi, Logan County, Ohio, as more particularly described in the Original Lease.

B.                                    The Original Lease was modified and amended pursuant to that certain First Amendment to Lease dated June 30, 2006 (as further amended by this Amendment, collectively referred to herein as the “Lease”).

C.                                    Landlord and Tenant desire to enter into this Amendment to extend the term of the Lease and to establish the Annual Fixed Rent for such term as set forth below.

NOW, THEREFORE, in consideration of the above recitals, the terms, covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereby agree as follows:

1.                                      Defined Terms.  Defined terms not otherwise defined herein shall have the meaning given to such term in the Lease.

2.                                      Incorporation of Recitals.  The foregoing recitals are hereby incorporated herein by reference.

3.                                      Term.  Landlord and Tenant acknowledge that the Term of the Lease is set to expire on December 31, 2026.  Landlord and Tenant agree that the Term of the Lease is hereby extended beyond its scheduled expiration date of December 31, 2026, for a period of eight additional years, commencing on January 1, 2027 (the “Extended Term Commencement Date”), and running through December 31, 2034 (the “Extended Term”) on the same terms as set forth in the Lease.  Tenant shall have no further options to extend the Lease.

4.                                      Counterparts.  This Amendment may be executed at different times and in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page to this Amendment by facsimile or electronic mail shall be as effective as delivery of a manually executed counterpart of this Amendment.  In proving this Amendment, it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom enforcement is sought.

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5.                                      Successors and Assigns.  This Amendment shall inure to the benefit of and be binding upon Landlord and Tenant and their respective representatives, successors and assigns.

6.                                      Affirmation of Lease.  All other terms and provisions of the Lease that are not specifically modified by this Amendment shall remain in full force and effect, unmodified by the terms of this Amendment.  All references herein or in the Lease to the “Lease” shall mean and refer to the Lease as amended by this Amendment.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, Landlord and Tenant have caused this Amendment to be duly executed as of the day and year first above written.

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GUARANTOR’S CONSENT

The undersigned Guarantor of the Lease hereby (i) acknowledges and consents to the terms of the foregoing Amendment, (ii) reaffirms the full force and effect of its Guaranty dated November 17, 2005 (the “Guaranty”), as of the day and year first above written, and (iii) agrees that the Guaranty guarantees payment and performance of all Obligations, as defined in the Guaranty, as modified pursuant to this Amendment.

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Exhibit A

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EXHIBIT G

MASTER CROSS-DEFAULT AGREEMENT

THIS MASTER CROSS DEFAULT AGREEMENT is dated as of November       , 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”); BORROWERS, SNH DEVELOPMENT, INC., a Missouri corporation, HIDDEN VALLEY GOLF AND SKI, INC., a Missouri corporation, SNOW CREEK, INC., a Missouri corporation and PAOLI PEAKS, INC., a Missouri corporation, (collectively referred to herein as the “Guarantors”) (Borrowers and Guarantors are collectively referred to herein as the “Debtors”).

RECITALS

A.                                    EPT Properties has made or is making loans, advances and extensions of credit to the Debtors, or for their benefit, and may hereafter make further loans, advances and extensions of credit to the Debtors (all loans, advances, and extensions of credit, whether made now, in the past or in the future, are hereinafter the “Loans”).  The Loans are secured by, among other things, mortgages and deeds of trust, as applicable, and by assignments of leases, rents and contracts on that real property commonly described in Exhibit A (the real properties commonly described in Exhibit A are hereinafter the “Properties”).

B.                                    The promissory notes evidencing the Loans have been or may be executed in multiple parts and at different times.

C.                                    EPT Mad River, as landlord, and Mad River, as tenant, entered into that certain Lease Agreement dated November 15, 2005, as amended by that certain First Amendment to Lease Agreement dated June 30, 2006 and as further amended by that certain Second Amendment to Lease Agreement dated November     , 2014 (the “Lease” and the Loans are collectively referred to herein as the “Transaction Documents”).  The Transaction Documents are set forth on Exhibit B attached hereto and incorporated herein.

D.                                    EPT Properties is unwilling to extend the term of the Lease or continue credit to the Debtors under the Loans unless the Debtors each agree to provide additional security by cross-default of all Transaction Documents.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals which are incorporated herein by reference as though fully set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, including the inducement of EPT Properties, in its sole discretion, to extend credit to the Debtors, or any of them, it is agreed as follows:

1.                                      Definitions.  As used in this Agreement, the terms listed below shall have the following meaning:

(a)                                 Cross-Default Obligation shall mean any liability, indebtedness, or obligation of the Debtors or any of them to EPT Properties of every kind and nature, now existing or hereafter arising, whether created directly or acquired by assignment, whether matured or unmatured, whether evidenced by any lease, note, agreement, instrument, document or other evidence, including, but not limited to, those described on Exhibit A, whether or not referring to the original Security Documents or this Agreement, and any cost or expense including reasonable attorneys’ fees and expenses incurred in the collection or enforcement of any such obligation;

(b)                                 Security Document shall mean any existing or future agreement between the Debtors or any of them on the one hand, and EPT Properties, on the other hand, which creates (or provides for) a security interest in or lien in favor of EPT Properties upon any of the assets or property, tangible or intangible, real or personal, of the Debtors or any of them.  Security Document shall include all mortgages, deeds of trust, security agreements, Uniform Commercial Code financing statements, assignments of leases and rents, and every other documents of such and character.

(c)                                  Lease Documents shall mean the Lease and all amendments, extensions and modifications thereto.

2.                                      Cross-Default.  In addition to, and not in substitution, for any provisions in any of the Security Documents or in any of the promissory notes or other agreements or documents evidencing Cross-Default Obligations, the Parties agree that any default or Event of Default committed or permitted by the Debtors or any of them under any Security Document or Lease Documents shall automatically constitute a default or Event of Default under each and every one of the Security Documents and Lease Documents as if such default or Event of Default had occurred under each Security Document or Lease Documents, and shall also constitute a default of the Cross-Default Obligations as a whole, entitling EPT Properties to all of its remedies under the Security Documents and Lease Documents or at law or at equity as a consequence of such default or Event of Default.  The phrase “Event of Default” as used herein shall mean and refer to any meaning that such phrase may have in any of the Security Documents or Lease Documents, and the word “default” as used herein shall refer to any breach or violation of any Security Documents or Lease Documents or any of the documents evidencing the

Cross-Default Obligations in the event such document does not contain a defined term “Event of Default.”

3.                                      Effect on Other Agreements.  This Agreement shall constitute an amendment to each of the Security Documents now or hereafter executed and shall augment and be in addition to, and shall not be in substitution for, any provision of any Security Document or any document evidencing a Cross-Default Obligation, and shall not otherwise limit or affect the rights and remedies of EPT Properties under any such Security Document or document evidencing a Cross-Default Obligation.

4.                                      Future Loan and Leases.  EPT Properties may, in its sole and absolute discretion, make additional loans and other financing and leasing accommodations to the Debtors, all of which will be subject to the terms of this Agreement.  Notwithstanding anything to the contrary or apparently to the contrary in this Agreement, any future change in the terms of the Cross-Default Obligations, or any of them, shall require the prior written consent of EPT Properties.

5.                                      Waiver of Trial by Jury.  The Debtors each waive trial by jury in any action or proceeding brought by EPT Properties or in any counterclaim asserted by EPT Properties against the Debtors, or in any manner connected with this Agreement or any Security Document or any Cross-Default Obligation or document evidencing the same.

6.                                      Notices.  Any notice provided for or concerning this Agreement shall be in writing and deemed sufficiently given two (2) days after the date of deposit in the U.S. Mails with sufficient postage if given by registered or certified mail, or the date of actual personal delivery to the following address:

The personal and place to which notice may be given may be changed from time to time by either party upon thirty (30) days prior written notice.  Notice by a party’s attorney shall be deemed notice by such party.

7.                                      No Other Understanding.  The Debtors each acknowledge that EPT Properties has made no promises to induce execution of this Agreement and that there are no other agreements or understandings, either oral or in writing, affecting this Agreement and nothing in this Agreement shall be considered a waiver by EPT Properties of any existing or future defaults by the Debtors under any Security Document or Cross-Default Obligation.

8.                                      Governing Law.  This Agreement and the performance hereunder shall be construed and determined in accordance with the laws of the State of Missouri.

9.                                      No Waiver; Amendments; Successors and Assigns.  EPT Properties’ failure to exercise any right, remedy or option under this Agreement or any supplement or other agreement or delay by EPT Properties in exercising the same will not operate as a waiver.  No waiver by EPT Properties will be effective unless in writing and then only to the extent stated therein.  No waiver by EPT Properties shall affect EPT Properties’ right to require strict performance of this Agreement.  EPT Properties’ rights and remedies shall be cumulative and not exclusive.  This Agreement cannot be modified or changed in any respect unless such change or modification is set forth in writing and signed by all parties hereto.  All terms, conditions, promises, covenants, provisions and warranties shall inure to the benefit of and bind EPT Properties and the Debtors’ respective representatives, successors and assigns.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered the day and year first above written.

Exhibit A

Description of the Properties

1)             Mad River Mountain

2)             Mount Snow

3)             Alpine Valley

4)             BMBW Boston Mills / Brandywine

5)             JFBB Jack Frost Big Boulder

Exhibit B

List of Transaction Documents

1)             Lease Agreement dated November 15, 2005, by and between EPT Mad River, as landlord, and Mad River, as tenant, as amended by that certain First Amendment to Lease Agreement dated June 30, 2006 and as further amended by that certain Second Amendment to Lease Agreement dated of even date herewith;

2)             Amended and Restated Promissory Note of even date herewith in the original principal amount of Twenty-Three Million Two-Hundred Ninety-Three Thousand Two-Hundred Ninety-Six and No/Dollars ($23,293,296.00) made by Peak Resorts, Deltrecs, Brandywine and Boston Mills, as co-borrowers, to the order of EPT Mount Snow;

3)             Amended and Restated Promissory Note of even date herewith in the original principal amount of Fourteen Million Two-Hundred Sixty-Eight Thousand Four-Hundred Ninety-Six and No/Dollars ($14,268,496.00) made by Peak Resorts and JFBB, as co-borrowers, to the order of EPT Ski;

4)             Amended and Restated Promissory Note of even date herewith in the original principal amount of Fifty-One Million Fifty Thousand and No/Dollars ($51,050,000.00) made by Peak Resorts and Mount Snow, as co-borrowers, to the order of EPT Ski;

5)             Amended and Restated Promissory Note of even date herewith in the original principal amount of Four Million Five-Hundred Fifty Thousand and No/Dollars ($4,550,000.00) made by Peak Resorts and Sycamore Lake, as co-borrowers, to EPT Ski;

6)             Vermont Amended and Restated Mortgage, Assignment of Rents, Security Agreement and Fixture Filing given by Mount Snow to EPT Mount Snow of even date herewith, which grants EPT Mount Snow a first lien on the property encumbered thereby;

7)             Ohio Amended and Restated Mortgage, Assignment of Rents, Security Agreement and Fixture Filing given by Sycamore Lake to EPT Ski Resorts, of even date herewith, which grants EPT Ski Resorts a first lien on the property encumbered thereby;

8)             Ohio Amended and Restated Mortgage, Assignment of Rents, Security Agreement and Fixture Filing given by Boston Mills to EPT Ski Resorts, of even date herewith, which grants EPT Ski Resorts a first lien on the property encumbered thereby;

9)             Ohio Amended and Restated Mortgage, Assignment of Rents, Security Agreement and Fixture Filing given by Brandywine to EPT Ski Resorts, of even

date herewith, which grants EPT Ski Resorts a first lien on the property encumbered thereby; and

10)      Pennsylvania Amended and Restated Mortgage, Assignment of Rents, Security Agreement and Fixture given by JFBB to EPT Ski Resorts, of even date herewith, which grants EPT Ski Resorts a first lien on the property encumbered thereby.

EXHIBIT H

MASTER DEBT SERVICE RESERVE AND SECURITY AGREEMENT

THIS MASTER DEBT SERVICE RESERVE AND SECURITY AGREEMENT (this “Agreement”) is made effective as of the          day of                         , 20    , by PEAK RESORTS, INC., a Missouri corporation (“Peak”), BOSTON MILLS SKI RESORT, INC., an Ohio corporation (“Boston Mills”), BRANDYWINE SKI RESORT, INC., an Ohio corporation (“Brandywine”), JFBB SKI AREAS, INC., a Missouri corporation (“JFBB”), SYCAMORE LAKE, INC., an Ohio corporation (“Alpine Valley”), MOUNT SNOW, LTD., a Vermont corporation (“Mount Snow”), [HIDDEN VALLEY GOLF & SKI, INC., a Missouri corporation (“Hidden Valley”), SNOW CREEK, INC., a Missouri corporation (“Snow Creek”), PAOLI PEAKS, INC., a Missouri corporation (“Paoli Peaks”), SNH DEVELOPMENT, INC., a Missouri corporation (“SNH”), L.B.O. HOLDINGS, INC., a Maine corporation (“LBO”)], MAD RIVER MOUNTAIN, INC., a Missouri corporation (“Mad River”), and DELTRECS, INC., an Ohio corporation (“Deltrecs”) (collectively, and jointly and severally, the “Borrower”), and EPT MOUNT SNOW, INC., a Delaware corporation (“EPT Mount Snow”), EPT MAD RIVER, INC., a Missouri corporation (“EPT Mad River”), and EPT SKI PROPERTIES, INC., a Delaware corporation (“EPT Ski Resorts,” and together with EPT Mount Snow and EPT Mad River, “Lender”).

RECITALS:

WHEREAS, Peak and Mount Snow have executed and delivered to EPT Mount Snow that certain Amended and Restated Promissory Note (Mount Snow Ski Resort) of even date herewith, in the amount of FIFTY ONE MILLION FIFTY THOUSAND AND NO 100 DOLLARS ($51,050,000.00) (such note together with all extensions, renewals, modifications, substitutions and amendments thereof shall collectively be referred to as the “Mount Snow Note”);

WHEREAS, Peak and Alpine Valley have executed and delivered to EPT Ski Resorts that certain Amended and Restated Promissory Note (Alpine Valley) of even date herewith, in the amount of FOUR MILLION FIVE HUNDRED FIFTY THOUSAND AND NO 100 DOLLARS ($4,550,000.00) (such note together with all extensions, renewals, modifications, substitutions and amendments thereof shall collectively be referred to as the “Alpine Valley Note”);

WHEREAS, Peak, Boston Mills, Brandywine, and Deltrecs have executed and delivered to EPT Ski Resorts that certain Amended and Restated Promissory Note (Boston Mills/Brandywine) of even date herewith, in the amount of TWENTY-THREE MILLION TWO HUNDRED NINETY-THREE THOUSAND TWO HUNDRED NINETY-SIX AND NO 100 DOLLARS ($23,293,296.00) (such note together with all extensions, renewals, modifications, substitutions and amendments thereof shall collectively be referred to as the “Boston Mills/Brandywine Note”);(1)

WHEREAS, Peak and JFBB have executed and delivered to EPT Ski Resorts that certain Amended and Restated Promissory Note (Jack Frost/Big Boulder) of even date herewith, in the

(1)  Amount subject to change in accordance with Section 2(f)(i) of the Restructure Agreement.

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amount of FOURTEEN MILLION TWO HUNDRED SIXTY-EIGHT THOUSAND FOUR HUNDRED NINETY-SIX AND NO 100 DOLLARS ($14,268,496.00) (such note together with all extensions, renewals, modifications, substitutions and amendments thereof shall collectively be referred to as the “JFBB Note”);

WHEREAS, the Mount Snow Note is secured by, among other things, a Vermont Amended and Restated Mortgage, Assignment of Rents, Security Agreement and Fixture Filing (the “Mount Snow Mortgage”) given by Mount Snow to EPT Mount Snow of even date herewith, which grants EPT Mount Snow a first lien on the property encumbered thereby;

WHEREAS, the Alpine Valley Note is secured by, among other things, an Ohio Amended and Restated Mortgage, Assignment of Rents, Security Agreement and Fixture Filing (the “Alpine Valley Mortgage”) given by Alpine Valley to EPT Ski Resorts, of even date herewith, which grants EPT Ski Resorts a first lien on the property encumbered thereby;

WHEREAS, the Boston Mills/Brandywine Note is secured by, among other things, an Ohio Amended and Restated Mortgage, Assignment of Rents, Security Agreement and Fixture Filing (the “Boston Mills Mortgage”) given by Boston Mills to EPT Ski Resorts, of even date herewith, which grants EPT Ski Resorts a first lien on the property encumbered thereby;

WHEREAS, the Boston Mills/Brandywine Note is secured by, among other things, an Ohio Amended and Restated Mortgage, Assignment of Rents, Security Agreement and Fixture Filing (the “Brandywine Mortgage”) given by Brandywine to EPT Ski Resorts, of even date herewith, which grants EPT Ski Resorts a first lien on the property encumbered thereby;

WHEREAS, the JFBB Note is secured by, among other things, a Pennsylvania Amended and Restated Mortgage, Assignment of Rents, Security Agreement and Fixture Filing (the “JFBB Mortgage”) given by JFBB to EPT Ski Resorts, of even date herewith, which grants EPT Ski Resorts a first lien on the property encumbered thereby;

[ADDITIONAL MORTGAGES IF NOT PAID DOWN]

WHEREAS, Borrower owes rent and other payment obligations under the Mad River lease dated November 17, 2005, as amended by the First Amendment to Lease Agreement dated June 30, 2006, as amended by the Second Amendment to Lease Agreement dated                                , 20     (the “Mad River Lease”);

WHEREAS, the Mount Snow Note, the Alpine Valley Note, the Boston Mills/Brandywine Note, and the JFBB Note are hereinafter collectively referred to as the “Notes”, the indebtednesses evidenced by the Notes, together with such interest accrued thereon, is hereinafter collectively referred to as the “Loans”, the Mount Snow Mortgage, the Alpine Valley Mortgage, the Boston Mills Mortgage, the Brandywine Mortgage, and the JFBB Mortgage are hereinafter collectively referred to as the “Mortgages”, all of the real and personal property secured by the Mortgages is hereinafter referred to as the “Property”, all and any of the documents other than the Notes, the Mortgages and this Agreement now or hereafter executed by Borrower and/or affiliates of Borrower and by or in favor of Lender, which wholly or partially secure or guarantee payment of the Notes are hereinafter collectively referred to as the “Other Security Documents”, and all such rent and other payment obligations of the Mad River Lease

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and any other leases between Borrower and Lender and their affiliates together with all extensions, renewals, modifications, substitutions and amendments to leases are hereinafter collectively referred to as the “Lease Payment Obligations”;

WHEREAS, this Agreement amends and restates in their entirety (i) the Third Consolidated, Amended and Restated Debt Service Reserve and Security Agreement dated May 14, 2012, executed by Peak, Alpine Valley and EPT Ski Resorts and (ii) the Debt Service Reserve and Security Agreement (Alpine Valley) dated November 19, 2012, executed by Mount Snow, Boston Mills, Brandywine, JFBB, Mad River, Deltrecs, and Lender (collectively, the “Prior Debt Service Reserve Agreements”);

NOW THEREFORE, by mutual agreement of the parties and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

AGREEMENT:

For good and valuable consideration the parties hereto agree as follows:

1.             Deposits to the Debt Service Reserve.

(a)           The parties acknowledge the existence of a reserve account (the “Debt Service Reserve”) which has been pledged as further security for debt service payments under the Notes, the Mortgages, and the Other Security Documents (the “Debt Service Payments”) and the Lease Payment Obligations.

(b)           The Debt Service Reserve account shall be at a bank selected and controlled by Lender and reasonably approved by Borrower.  Such bank shall provide monthly account statements for the Debt Service Reserve which shall be distributed to both Lender and Borrower, and all interest earned on the Debt Service Reserve shall inure to the benefit of Borrower.

(c)           Each year during the term of this Agreement, Lender shall be authorized to draw down the Debt Service Reserve for the monthly Debt Service Payments and the monthly Lease Payment Obligations for the months of May through December.

(d)           On January 31, February 28, and March 31 of each year, until termination of this Agreement, Borrower shall replenish the Debt Service Reserve by making a deposit on each such date in an amount sufficient to fund one-third (1/3) of the next calendar year’s twelve (12) months of Lease Payment Obligations and Debt Service Payments (the “Debt Service Deposits”).

2.             Debt Service Reserve as Additional Security.  Borrower assigns to Lender the Debt Service Reserve as additional security for all of Borrower’s obligations under the Notes, the Mortgages and the Other Security Documents; provided, however, that Lender shall make disbursements from the Debt Service Reserve in accordance with the terms of this Agreement.  If Borrower defaults on any of the Notes, the Mortgages or the Other Security Documents or fails

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to pay any obligation when due, Lender shall have the right to cause such payments to be made from the Debt Service Reserve.

3.             Cross-Default and Cross-Collateralization.  The Notes, the Mortgages, and Other Security Documents are hereby amended to provide that an Event of Default with respect to any Notes, the Mortgages, and Other Security Documents shall be an Event of Default with respect to all Notes, the Mortgages, and Other Security Documents, and upon the occurrence of an Event of Default, Lender shall have the right to exercise any and all remedies granted to Lender under the Notes, the Mortgages, and Other Security Documents in accordance with the terms and conditions of such Notes, the Mortgages, and Other Security Documents.  The collateral securing each of the Notes, Mortgages, and Other Security Documents shall secure all the Notes, the Mortgages, the Mad River Lease and Other Security Documents.

4.             Event of Default.

(a)           Event of Default Under this Agreement.  An “Event of Default” shall occur under this Agreement if Borrower fails to comply with any provision of this Agreement and such failure is not cured within ten (10) days after notice from Lender or, if such failure is not susceptible to cure within such ten (10) day period, such longer period of time as is necessary for Borrower through the exercise of diligent efforts to cure same; provided, however, that in no event shall Borrower have more than thirty (30) days from such notice to effectuate such cure. Borrower understands that an Event of Default under this Agreement shall be deemed to be an Event of Default or default beyond applicable notice or cure periods under the terms of the Notes, the Mortgages, the Mad River Lease and the Other Security Documents, and that in addition to the remedies specified in this Agreement, Lender shall be able to exercise all of its rights and remedies under the Notes, the Mortgages and the Other Security Documents upon an Event of Default.  If a default beyond applicable notice or cure periods occurs under the Notes, the Mortgages or any of the Other Security Documents, such event shall be deemed an Event of Default hereunder.

(b)           Application of Debt Service Reserve Upon Default.

(i)            The funds held in the Debt Service Reserve are pledged as additional security for the indebtedness evidenced by the Notes and secured by the Mortgages.  Upon the occurrence of an Event of Default (A) Borrower shall immediately lose all of its rights to receive any funds from the Debt Service Reserve unless and until all amounts secured by the Mortgages have been paid in full and the lien of the Mortgages have been released or assigned by Lender, and (B) Lender may in its sole and absolute discretion, use the Debt Service Reserve (or any portion thereof) for any purpose, including but not limited to (l) repayment of any indebtedness secured by the Mortgages, including but not limited to principal prepayments and the prepayment premium applicable to such full or partial prepayments (as applicable); provided, however, that such application of funds shall not cure or be deemed to cure any default; (2) reimbursement of Lender for all losses and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such default; or (3) payment of any amount expended in exercising (and exercise) all rights and remedies available to Lender at law or in equity or under this Agreement or under the Notes, the Mortgages or any of the Other Security Documents.

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(ii)           Nothing in this Agreement or the Mortgages shall obligate Lender to apply all or any portion of the Debt Service Reserve on account of any Event of Default by Borrower or to repayment of the indebtedness secured by the Mortgages or in any specific order of priority.

(c)           Borrower’s Other Obligations.  Nothing contained in this Agreement shall in any manner whatsoever alter, impair or affect the obligations of Borrower, or relieve Borrower of any of its obligations to make payments and perform all of its other obligations required under the Notes, the Mortgages or the Other Security Documents.

5.             Remedies Cumulative.  None of the rights and remedies herein conferred upon or reserved to Lender under this Agreement is intended to be exclusive of any other rights, and each and every right shall be cumulative and concurrent, and may be enforced separately, successively or together, and may be exercised from time to time as often as may be deemed necessary by Lender.

6.             Enforcement of Agreement.  This Agreement is executed by Borrower and Lender for the benefit of Lender. Borrower understands and agrees that, in connection with any sale of the Loan, this Agreement may be assigned to the purchaser of the Loan.

7.             Balance in the Debt Service Reserve.  The insufficiency of any balance in the Debt Service Reserve shall not abrogate Borrower’s agreement to fulfill all preservation and maintenance covenants in the Notes and Mortgages.  In the event that the balance of the Debt Service Reserve is less than the current estimated cost to make the Lease Payment Obligations and Debt Service Payments required by Lender, Borrower shall deposit the shortage within ten (10) days of request by Lender.  In the event Lender determines from time to time based on Lender’s inspections that the amount of the Debt Service Deposits is insufficient to fund the cost of likely Lease Payment Obligations and Debt Service Payments and related contingencies that may arise during the remaining term of the Loan, Lender may require an increase in the amount of the Debt Service Deposits upon thirty (30) days prior written notice to Borrower.

8.             Attorneys’ Fees and Expenses.  If any action is instituted to enforce the terms hereof, only the prevailing party shall be entitled to reasonable attorneys’ fees, costs and expenses.

9.             Indemnification.  BORROWER AGREES TO INDEMNIFY LENDER AND TO HOLD LENDER HARMLESS FROM AND AGAINST ANY AND ALL ACTIONS, SUITS, CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES, OBLIGATIONS AND COSTS AND EXPENSES (INCLUDING LITIGATION COSTS AND REASONABLE ATTORNEYS’ FEES AND EXPENSES) ARISING FROM OR IN ANY WAY CONNECTED WITH THE PERFORMANCE OF THIS AGREEMENT OR THE HOLDING OR INVESTMENT OF THE DEBT SERVICE RESERVE.

10.          Borrower’s Records.  Borrower shall furnish such financial statements, invoices, records, papers and documents relating to the Property as Lender may reasonably require from time to time to make the determinations permitted or required to be made by Lender under this Agreement.

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11.          Fees and Expenses.  In addition to any other fees payable by Borrower to Lender in connection with the Loan and this Agreement, Borrower shall pay within ten (10) days of request from Lender (i) all reasonable costs or expenses incurred by Lender in connection with collecting, holding and disbursing the Debt Service Reserve pursuant to this Agreement, and (ii) all reasonable fees, charges, costs and expenses incurred by Lender in connection with inspections made by Lender or Lender’s representatives in carrying out Lender’s responsibility to make certain determinations under this Agreement.

12.          No Third Party Beneficiary.  This Agreement is intended solely for the benefit of Borrower and Lender and their respective successors and assigns, and no third party shall have any rights or interest in the Debt Service Reserve, this Agreement, the Notes, the Mortgages or any of the Other Security Documents.  Nothing contained in this Agreement shall be deemed or construed to create an obligation on the part of Lender to any third party, nor shall any third party have a right to enforce against Lender any right that Borrower may have under this Agreement.

13.          No Agency or Partnership.  Nothing contained in this Agreement shall constitute Lender as a joint venturer, partner or agent of Borrower, or render Lender liable for any debts, obligations, acts, omissions, representations, or contracts of Borrower.

14.          Assumption of Loan; Transfer of Interests in Borrower; Subordinate Mortgage Lien.

(a)           If, under the terms of the Mortgages, Lender’s consent is required in connection with (i) a transfer of all or part of the Property, or a transfer or pledge of beneficial interest in Borrower or (ii) the placing of a subordinate mortgage or deed of trust on the Property, Lender may review the amount of the Debt Service Reserve, and the amount of the Debt Service Deposits.  Based on that review, Lender may require an additional deposit to the Debt Service Reserve and an increase in the amount of the Debt Service Deposits as a condition to Lender’s consent to such transfer or pledge, or the placing of such subordinate lien on the Property.

(b)           If the Property is transferred in accordance with the provisions of the Mortgages and the obligations of Borrower under the Notes, the Mortgages and the Other Security Documents are assumed by the transferee of the Property, that transferee shall be required to assume Borrower’s duties and obligations under this Agreement and shall be required to execute and deliver to Lender such documents as Lender requires to effectuate such assumption of duties and obligations.

(c)           If beneficial interests in Borrower are transferred such that Lender’s consent is required under the Mortgages, the purchasers of such interests shall be required to execute and deliver to Lender such documents as Lender requires to effectuate the continued obligations under this Agreement with respect to the new entity or persons constituting Borrower.

(d)           In the event of any transfer described in Sections 14(b) or (c) above, such transfer and assumption shall not relieve the transferor of its obligations under this Agreement or under the Notes, the Mortgages or any of the Other Security Documents, unless either (i) 

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Borrower has obtained the prior written consent of Lender to such transfer, or (ii) such transfer is not an event which would enable Lender to accelerate the indebtedness secured by the Mortgage.

15.          CHOICE OF LAW.  THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT ENTERED INTO PURSUANT TO THE LAWS OF THE STATE OF MISSOURI AND SHALL IN ALL RESPECTS BE GOVERNED, CONSTRUED, APPLIED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MISSOURI, PROVIDED, HOWEVER, THAT WITH RESPECT TO THE CREATION, PERFECTION, PRIORITY AND ENFORCEMENT OF THE PLEDGE OF THIS AGREEMENT, THE LAWS OF THE STATE WHERE THE DEBT SERVICE RESERVE ACCOUNT IS LOCATED SHALL APPLY.

16.          Termination of Debt Service Reserve.  After (i) payment in full of all sums evidenced by the Notes and secured by the Mortgages and release or assignment by Lender of the lien of the Mortgages and expiration or termination of the Mad River Lease, and (ii) payment in full of the Notes, Lender shall disburse to Borrower all amounts remaining in the Debt Service Reserve.

17.          Notices.  All notices or other written communications to Borrower or Lender hereunder shall be deemed to have been properly given (i) upon delivery, if delivered in person with receipt acknowledged by the recipient thereof, (ii) one (1) Business Day (hereinafter defined) after having been deposited for overnight delivery with any reputable overnight courier service, or (iii) three (3) Business Days after having been deposited in any post office or mail depository regularly maintained by the U.S. Postal Service and sent by registered or certified mail, postage prepaid, return receipt requested, addressed to Borrower or Lender at their addresses set forth in the Mortgages or addressed as such party may from time to time designate by written notice to the other parties.  For purposes of this Agreement, the term “Business Day” shall mean any day other than Saturday, Sunday or any other day on which banks are authorized or required to close in Missouri. Either party by notice to the other may designate additional or different addresses for subsequent notices or communications.

18.          No Oral Change.  This Agreement, and any provisions hereof, may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of Borrower or Lender, but only by an agreement in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge or termination is sought.

19.          Liability.  If Borrower consists of more than one person, the obligations and liabilities of each such person hereunder shall be joint and several.  This Agreement shall be binding upon and inure to the benefit of Borrower and Lender and their respective successors and assigns forever.

20.          Inapplicable Provisions.  If any term, covenant or condition of this Agreement is held to be invalid, illegal or unenforceable in any respect, this Agreement shall be construed without such provision.

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21.          Headings, etc.  The headings and captions of various paragraphs of this Agreement are for convenience of reference only and are not to be construed as defining or limiting, in any way, the scope or intent of the provisions hereof.

22.          Duplicate Originals; Counterparts.  This Agreement may be executed in any number of duplicate originals and each duplicate original shall be deemed to be an original.  This Agreement may be executed in several counterparts, each of which counterparts shall be deemed an original instrument and all of which together shall constitute a single Agreement.  The failure of any party hereto to execute this Agreement, or any counterpart hereof, shall not relieve the other signatories from their obligations hereunder.

23.          Number and Gender.  Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice versa.

24.          Amendment and Restatement.  This Agreement amends, restates and consolidates the Prior Debt Service Reserve Agreements.

25.          Miscellaneous.

(a)           Wherever pursuant to this Agreement (i) Lender exercises any right given to it to approve or disapprove, (ii) any arrangement or term is to be satisfactory to Lender, or (iii) any other decision or determination is to be made by Lender, the decision of Lender to approve or disapprove, all decisions that arrangements or terms are satisfactory or not satisfactory and all other decisions and determinations made by Lender, shall be in the sole and absolute discretion of Lender and shall be final and conclusive, except as may be otherwise expressly and specifically provided herein.

(b)           Wherever pursuant to this Agreement it is provided that Borrower pay any costs and expenses, such costs and expenses shall include, but not be limited to, legal fees and disbursements of Lender, whether retained firms, the reimbursement for the expenses of in-house staff or otherwise.

(c)           At Lender’s election, funds constituting the Debt Service Reserve Account may be applied by Lender to the payment of costs and expenses required to be paid by Borrower hereunder, including, without limitation, the cost of any inspections performed by Lender hereunder.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF the undersigned have executed this Agreement as of the date and year first written above.