WAIVER AND AMENDMENT OF SECURITIES PURCHASE AGREEMENT

1. Section 5.02(g).  The condition set forth in Section 5.02(g) is hereby waived, provided that promptly following the creation of an additional seat on the Board of Directors and the filling of the vacancy created thereby with the nominee selected by the Investor, the Company shall deliver or cause to be delivered (and the Company hereby agrees to execute and so deliver or cause to be delivered) to Investor an executed Indemnification Agreement in form and substance reasonably acceptable to Investor and Company for such nominee.

2. Section 5.02(i).  The Investor hereby accepts copy of that certain Modification of Master Credit Agreements dated effective as of October 24, 2016 by and among the Company and certain of its subsidiaries and affiliates and EPT Mount Snow, Inc., EPT Ski Properties, Inc. and EPT Mad River, Inc. in full satisfaction of, and hereby deletes from the Agreement, the condition set forth in Section 5.02(i).

3. Disclosure Issues.  The following events have occurred since the execution of the Agreement:

(a) On August 29, 2016, the Company filed an amendment to its Form 10-K to include the information required by Items 10 through 14 of Part III of Form 10-K. This information was previously omitted from the original filing in reliance on General Instruction G(3) to Form 10-K, which permits such information to be incorporated in the Form 10-K by reference from the definitive proxy statement if such statement is filed no later than 120 days after the fiscal year-end. Because of technical issues, this amendment was filed late.

(b) On September 1, 2016, the Company and Mount Snow, Ltd., a subsidiary of the Company, closed on a loan on the terms set forth in a credit agreement and related documents with EPT Mount Snow, Inc., an affiliate of its primary lender, EPR Properties. The Company received an initial advance of $4.0 million at closing, which funded the Lender’s $100,000 closing fee, fees and expenses of the Company’s legal counsel and the interest reserve.  This transaction was timely reported on a Form 8-K filed on September 7,

(c) On October 25, 2016, pursuant to the Company’s compensation program for its non-employee directors, the Company awarded 7,731RSUs to each of the following non-employee directors: David Braswell, Carl Kraus, Stan Hansen and Chris O’Connor. On October 25, 2016, the Company also awarded 7,216 RSUs to Chris Bub.  Form 4s were filed with respect to these issuances, all of which were timely filed.

(d) On October 27, 2016, Chris Bub filed a Form 3.  This filing was filed late although the filing is an individual rather than a Company obligation. 

(e) On July 13, 2016, the Company and EPR entered into letter agreements with respect to the existing EPR loans to modify the due date of the additional debt service deposits as described in the Form 8-K filed by the Company on October 28, 2016.  Disclosure of this event was not timely made in a Form 8-K.

(f) The current litigation in which the Company is a party is set forth on Exhibit A attached hereto.

4. Miscellaneous.  Capitalized terms not defined herein shall have the meanings ascribed to such terms in the Agreement.  Except to the extent modified by this Waiver and Amendment, the Agreement remains in full force and effect.  In the event of any conflict between the terms of this Waiver and Amendment and the terms of the Agreement, the terms of this Waiver Amendment shall control.  This Waiver Amendment may be executed in two or more counterparts, all of which taken together shall be deemed to be one original.  Any signature which is delivered by facsimile, Adobe Acrobat or electronic transmission shall be deemed to be an original signature.