Alan L. Sullivan (3152) Amber Mettler (11460) Snell & Wilmer L.L.P. 15 West South Temple, Suite 1200 Gateway Tower West Salt Lake City, Utah 84101-1004 Telephone: (801) 257-1900 Facsimile: (801) 257-1800 Michael D. Zimmerman (3604) Troy L. Booher (9419) Zimmerman Jones Booher LLC Keams Building, Suite 721 136 South Main Street Salt Lake City, Utah 84101 ‘Telephone: (801) 924-0200 Facsimile: (801) 924-2040 Attorneys for Plaintiffs Greater Park City Company and Greater Properties, Inc. IN THE THIRD JUDICIAL DISTRICT COURT IN AND FOR SUMMIT COUNTY, STATE OF UTAH GREATER PARK CITY COMPANY, a Utah corporation, and GREATER PROPERTIES, INC., a Delaware corporation, SECOND DECLARATION OF JENNI SMITH Plaintiffs, vs. Case No. 120500157 UNITED PARK CITY MINES Judge Keith Kelly COMPANY, a Delaware corporation, and TALISKER LAND HOLDINGS, LLC, a REDACTED Delaware limited liability company, Defendants.T,Jenni Smith, declare as follows: 1. Tam over theage of 18:years, aresident of the State of Utah, znd-am fully ‘competent in all respects to testify regarding the matters set forth herein, 2. Lam the President and General Manager of Plaintiff Greater Park City Company (“GPC”). Ihave held this position since July 2010. I have been employed! by GPCC:in various capadities since 1980. Ihave personal knowledge of the facts'set forth in this Declaration; except for those facts stated on information and belief. As to those.facts, Iam teliably informed and believe their to be true according to my best information and belief. 3. GPCC owns arid operates the Park City Mountain Resott (the “Resort”) 4, Anmexed hereto as Exhibit 1 is a true and correct copy of the-Resort Area Lease, hited as of January 1, 1971, as referenced in paragraph 15 of the Amended Complaint in this ‘case, together with all amendments thereto, 5,. Amnexed hereto'as Exhibit 2 is a true and correct copy of the Crescent Ridge Lease; dated. as of May 1, 1975, as referenced in paragraph 18 of the Amended Complaint, ‘together with all amendments thereto. 6, The Resort Area Lease and the Crescent Ridge Lease (collectively, the “Leases”) cover approximately 3,700 acres of land (the “Leased Premises”). 7, Since the eatly 1970's, GPCC has operated the Resort onthe Leased Premises and other lands. It has built and maintained on the Leased Premises ski lifts, ski runs, day lodges, restaurants and other winter and summer recreational and resort facilities associated with the operation of a recreational resort. In doing so it has invested over $100 million on the Leased Premises since the eafly 1970°s. Without the Leased Premises, the Resort could not operate, because the Leased Premises comprise most of the Resort’s skiable terrain, 8. Although much of the Resort's skiable terrain is covered by the Leases, the Resort's base facilities, parking facilities and Town Lift base facilities are located on lands owned in fee by GPC and its affiliates. GPCC owns outright the water, snowmaking and sewer infrastructure necessary for the operation of the Resort.17, After the Resort refused 0 12 and 13, would increase the Resort's operating costs so significantly that it would notBES aT ee FP HE: ultimately make it impossible for the Resort to continue in business. The Resort would be unable to make the types of capital improvements necessary for a successful ski resort, and the increased costs would drive the Resort out of the market. 19. I declare under penalty of perjury that the foregoing statements are true and correct to the best of my knowledge, information, and belief. DATED this/ Y day of August, 2012.CERTIFICATE OF SERVICE Thereby certify that on the 15th day of August, 2012, I served the foregoing SECOND DECLARATION OF JENNI SMITH by U.S. Mail on the following: Joba R. Land Kara L, Petit SNOW, CHRISTENSEN & MARTINEAU 10 Exchange Place, 11th Floor Post Office Box 4500 Salt Lake City, Utah 84145-5000 ‘Tel: 801-521-9000 Facsimile: 801-363-0400 'D.Matthew Moseon in Street, Suite 1100 ‘Salt Lake City, Utah 84111 Tel: 801-578-6985 Facsimile: 801-578-6999 Daniel J. Beller Daniel J. Leffell Paul, Weiss; Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 Tel; 212-373-3000 Facsimile: 212-757-3990 Aitorneys for Defendants /s/ Laura Harris stom