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<br />..........~~ <br /> <br />Aareement <br /> <br />NOW, THEREFORE, in consideration of the foregoing <br />Recitals, the mutual covenants contained herein, and other <br />good and valuable consideration, the receipt and sufficiency <br />of which are hereby acknowledged, Borrower and Lender hereby <br />agree as follows: <br /> <br />1. The Loan. <br /> <br />(a) Subject to the terms and conditions of this <br />Agreement, Lender agrees to make a term loan to Borrower in <br />the aggregate principal amount of $4,735,000 (the .Loan.). <br /> <br />(b) The Loan shall be evidenced by (i) a <br />nonrecourse promissory note in the principal amount of <br />$615,000 (the .Municipal Portion.), executed by Borrower in <br />favor of Lender, substantially in the form of Exhibit A hereto <br />(the .Municipal Note.), and (ii) a nonrecourse promissory note <br />in the principal amount of $4,120,000 (the .Ski Area <br />Portion.), executed by Borrower in favor of Lender, <br />substantially in the form of Exhibit B hereto (the .Ski Area <br />Note.). The Municipal Note and the Ski Area Note are referred <br />to herein collectively as the .Notes.. The Municipal Portion <br />of the Loan shall bear interest on the outstanding unpaid <br />balance at an annual rate of five percent. The Ski Area <br />Portion of the Loan shall bear interest on the outstanding <br />unpaid balance at an annual rate of six and one-half percent. <br />All interest accrued shall be simple interest and shall be <br />calculated on the basis of actual days elapsed. Principal and <br />interest on the Loan shall be repaid in ten equal annual <br />installments of $652,756.63 (allocated $79,645.31 to the <br />Municipal Portion and $573,111.32 to the Ski Area Portion), <br />beginning August 13, 1993, with all outstanding principal and <br />interest being due and payable August 13, 2002. Each annual <br />payment shall be allocated between principal and interest as <br />set forth on Exhibit F hereto. <br /> <br />(c) The Loan shall be made on a date and at a <br />time (the .Loan Date.) selected by Borrower, but in no event <br />earlier than the time all conditions of lending described in <br />paragraph 7 below have been waived by Lender or satisfied. On <br />the Loan Date, Lender shall advance to Borrower the proceeds <br />of the Loan. <br /> <br />(d) The Loan may be <br />part, at any time and from time to <br />penalty or Lender's prior consent. <br /> <br />prepaid in whole or in <br />time, without premium, <br />Subject to paragraph l(e) <br /> <br />Page 2 of 13 <br />