Eighth Amendment to Lease and Operating Agreement, dated November 26, 2014, between Winter Park Recreational Association and Intrawest/Winter Park Operations Corporation

THIS EIGHTH AMENDMENT TO LEASE AND OPERATING AGREEMENT (this "Eighth Amendment") is made effective as of November 24, 2014 by and between INTRAWEST/WINTER PARK. OPERATIONS CORPORATION, a Delaware corporation ("Tenant") and WINTER PARK RECREATIONAL ASSOCIATION, a Colorado nonprofit corporation ("Landlord"). All recording references contained herein are to the real estate records maintained by the Office of the Clerk and Recorder for Grand County, Colorado (the "Records ").

A.         WHEREAS, Landlord and Tenant entered into that certain Lease and Operating Agreement with an effective date of December 23, 2002, recorded on December 23, 2002, in the Records at Reception No. 2002-014286, as amended by that certain Lease Exhibits Modification Agreement dated as of December 20, 2002, and recorded on December 23, 2002, in the Records at Reception No. 2002-014287, as further amended by that certain Amended and Restated Effective Date Certificate effective as of December 23, 2002, recorded on April 25, 2003, in the Records at Reception No. 2003-005109, as further amended by that certain Amended and Restated Lease Exhibits Modification Agreement with an effective date of December 23, 2002, recorded on April 25, 2003, in the Records at Reception No. 2003-005110, as further amended by that certain First Amendment to Lease and Operating Agreement dated as of July 2, 2004, recorded on July 9, 2004, in the Records at Reception No. 2004-008216, as further amended by that certain Second Amendment to Lease and Operating Agreement dated May 4, 2009, recorded May 6, 2009, in the Records at Reception No. 2009-004056, as further amended by that certain Third Amendment to Lease and Operating Agreement dated May 4, 2009, recorded on May 6, 2009, in the Records at Reception No. 2009-004072, as further amended by that certain Fourth Amendment to Lease and Operating Agreement dated January 30, 2013, recorded January 30, 2013, in the Records at Reception No. 2013-000928, as further amended by that certain Fifth Amendment to Lease and Operating Agreement dated April 10, 2013, recorded April 11, 2013, in the Records at Reception No. 2013-003277, as further amended by that certain Sixth Amendment to Lease and Operating Agreement dated September 30, 2013, recorded October 30, 2013 in the Records at Reception No. 2013-009203, and as further amended by that certain Seventh Amendment to Lease and Operating Agreement dated January 31, 2014, recorded February 3, 2014 in the Records at Reception No. 2014000545 (as amended, the "Lease Agreement");

B.          WHEREAS, IW/WP Building Six - Vintage Development Company, LLC, a Delaware limited liability company and an affiliate of Tenant ("Building Six Development Company"), as landlord, is leasing real property to Landlord, as tenant, pursuant to that certain Parking Lease Agreement, dated as of even date with this Eighth Amendment (the "Parking Lease") covering certain parking spaces which are designated as "Resort Operations Space" pursuant to that certain Amended and Restated Option Agreement, dated January 15, 2008.

C.          WHEREAS, pursuant to Section 2.5 of the Lease Agreement "Additional Leased Assets" are leased back to Tenant. Given the nature of the Parking Lease, the Leased Premises as defined in the Parking Lease is automatically deemed an "Additional Leased Asset" under the Lease Agreement upon the execution of the Parking Lease. However, to properly allow for its inclusion as collateral in certain of the Agreed-Upon Indebtedness Documents, the Parties desire to herein specifically designate the Leased Premises under the Parking Lease as an Additional Leased Asset.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows:

"The leasehold estate and all right, title and interests created or granted under the Parking Lease Agreement between IW/WP Building Six - Vintage Development Company, LLC, a Delaware limited liability company, as landlord, and Winter Park Recreational Association, a Colorado nonprofit corporation, as tenant, recorded on December 4, 2014 at Reception No. 2014008078, in the Office of the Clerk and Recorder for Grand County, Colorado, which leasehold estate covers the parcel of land described as follows:

The legal description of two parking lot areas situated on Lot 1, Jim Creek Minor Subdivision (plat recorded at Reception No. 2014-000495 of the Grand County records), located in protracted Section 11, unsurveyed Township 2 South, Range 75 West of the Sixth Principal Meridian, Town of Winter Park, County of Grand, State of Colorado.

And considering the line between Corner No. 10 and Corner No. 14 of GLO Exchange Survey No. 367 to bear S 66°15'18" E, as evidenced by a GLO brass cap at each corner and with all bearings contained herein relative thereto, said areas are more particularly described as follows;

Commencing (P.O.C.) at the intersection of the common line of Lots 1 & 2, Jim Creek Minor Subdivision and the northerly right of way of U.S. Highway 40 (right of way recorded at Reception No. 98000721 of the Grand County records), said intersection being marked by an aluminum capped rebar, PLS #31942;

Thence S 87°35'58" E a distance of 166.17' to a point;

Thence N 76°56'06" E a distance of 218.66' to a point;

Thence N 67°59'43" E a distance of 202.67' to a point;

Thence N 57°22'30" E a distance of 30.00' to a point;

Commencing (P.O.C.) at the intersection of the common line of said Lots 1 & 2 and the northerly right of way of U.S. Highway 40 (right of way recorded at Reception No. 98000721 of the Grand County records), said intersection being marked by an aluminum capped rebar, PLS #31942;

Thence departing said right of way and running N 24°29'14" E a distance of 34.03' to the true POINT OF BEGINNING (P.O.B. 2) of parking lot area 2;

 

The legal description of the leased premises (for vehicular and pedestrian ingress & egress) situated on portions of Lots 1 & 2, Jim Creek Minor Subdivision (plat recorded at Reception No. 2014-000495 of the Grand County records), located in protracted Section 11, unsurveyed Township 2 South, Range 75 West of the Sixth Principal Meridian, Town of Winter Park, County of Grand, State of Colorado.

 

Considering the line between Corner No. 10 and Corner No. 14 of GLO Exchange Survey No. 367 to bear S 66°15'18" E, as evidenced by a GLO brass cap at each corner and with all bearings contained herein relative thereto, said easement is more particularly described as follows:

Beginning at the intersection of the common line of said Lots 1 & 2 and the northerly right of way of U.S. Highway 40 (right of way recorded at Reception No. 98000721 of the Grand County records), said intersection being marked by an aluminum capped rebar, PLS #31942 and also being the true POINT OF BEGINNING for this easement;

Thence on a curve turning to the right with a radius of 30.42' (whence the radius point bears S 57°24'17" E), an arc length of 64.20', a delta angle of 120°54'53", a chord length of 52.93', and a chord bearing of S 86°56'50" E to a point;

 

 

 

The foregoing instrument was acknowledged before me this 26^th day of November, 2014 by Sarah M. Rockwell, as Vice President of WINTER PARK RECREATIONAL ASSOCIATION, a Colorado nonprofit corporation.

The foregoing instrument was acknowledged before me this 24^th day of November, 2014 by Gary DeFrange, as Vice President of INTRAWEST/WINTER PARK OPERATIONS CORPORATION, a Delaware corporation.