American Skiing Co Sample Contracts

Asc East Inc – SUBSIDIARY GUARANTEE (October 13th, 1999)

SUBSIDIARY GUARANTEE SUBSIDIARY GUARANTEE (this "Subsidiary Guarantee"), dated as of October 6, 1999, among the Guarantors listed on the signature pages hereof (the "Guarantors"), each of which is a party to the Fourth Supplemental Indenture dated the date hereof, among American Skiing Company (the "Company"), the Guarantors and the other guarantors named therein and the United States Trust Company of New York (the "Fourth Supplemental Indenture"). Unless otherwise indicated, capitalized terms used herein have the meanings given to such terms in the Indenture, dated as of June 28, 1996, as amended by the First Supplemental Indenture, dated as of November 11, 1997, among ASC East, Inc., the guarantors listed therein and the Trustee, the Second Supplemental Indenture, dated as of September 4, 1998, among ASC East, Inc., the guarantors listed therein and the Trustee, the Third Supplemental Indent

Asc East Inc – =============================================================================== = Fourth Supplemental Indenture (October 13th, 1999)

EXECUTION COPY ================================================================================ Fourth Supplemental Indenture Dated as of October 6, 1999 among American Skiing Company and United States Trust Company of New York, as Trustee, and the Guarantors named herein ---------------- Series A and Series B 12% Senior Subordinated Notes Due 2006 ================================================================================ FOURTH SUPPLEMENTAL INDENTURE (this "Supplemental Indenture")

Asc East Inc – ARTICLES OF MERGER _________________________________ (October 13th, 1999)

--------------------------------- DOMESTIC Filing Fee: $80.00 BUSINESS CORPORATION STATE OF MAINE ARTICLES OF MERGER _________________________________ Deputy Secretary of State ASC East, Inc. --------------------------------- -------------------------------------- --------------------------------- (Subsidiary, A Maine Corporation) and True Copy When Attested by Signature ASC West, Inc., (Subsidiary, a Maine Corporation) INTO American Skiing Company ______________________________ Deputy Secretary of State --------------------------------------- (Parent, A Maine Corporation)

Asc East Inc – PREFERRED STOCK SUBSCRIPTION AGREEMENT (July 12th, 1999)

------------------------------------------------- PREFERRED STOCK SUBSCRIPTION AGREEMENT ------------------------------------------------- Among AMERICAN SKIING COMPANY and OAK HILL CAPITAL PARTNERS, L.P. and THE OTHER ENTITIES NAMED IN ANNEX A HERETO Dated July 9, 1999 Section Page NYDOCS02/467974 9 TABLE OF CONTENTS Section Page ARTICLE I DEFINITIONS 1.01. Certain Defined Terms ..............................................1 1.02. Other Definitions ..................................................8 1.03. Terms Generally ...................................

Asc East Inc – FORBEARANCE AGREEMENT (June 9th, 1999)

ATL/602784.1 FORBEARANCE AGREEMENT THIS FORBEARANCE AGREEMENT ("Agreement") is made as of the 8th day of March, 1999, between AMERICAN SKIING COMPANY RESORT PROPERTIES, INC., a Maine corporation ("Borrower") and BANKBOSTON, N.A., as agent ("Agent"); WITNESSETH: IN CONSIDERATION of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned Agent and Borrower hereby covenant and agree as follows: 1. Definitions: "Existing Deed of Trust" means that certain Combination Deed of Trust, Security Agreement and Fixture Financing Statement by Grand Summit Resort Properties, Inc. ("Grand Summit") in favor of Textron Financial Corporation ("Textron") as transferred and assigned to Agent by that certain Transfer and Assignment of Documents and Instruments as o

Asc East Inc – AMENDED AND RESTATED FORBEARANCE AGREEMENT (June 9th, 1999)

618302.1 AMENDED AND RESTATED FORBEARANCE AGREEMENT THIS AMENDED AND RESTATED FORBEARANCE AGREEMENT ("Agreement") is made as of the 20th day of April, 1999, between AMERICAN SKIING COMPANY RESORT PROPERTIES, INC., a Maine corporation ("Borrower") and BANKBOSTON, N.A., as agent ("Agent"); WITNESSETH: IN CONSIDERATION of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned Agent and Borrower hereby covenant and agree as follows: 1. Definitions: "Advance(s)" means any disbursement of any proceeds of the Loan. "BkB" means BankBoston, N.A. in its individual capacity and not as Agent. "Borrower Subsidiary" means Grand Summit Resort Properties, Inc., a Maine corporation, any other subsidiary of the Borrower or any subsidiary of G

Asc East Inc – LOAN AND SECURITY AGREEMENT (June 9th, 1999)

FIRST AMENDMENT AGREEMENT RE: LOAN AND SECURITY AGREEMENT AMONG GRAND SUMMIT RESORT PROPERTIES, INC., AS BORROWER AND TEXTRON FINANCIAL CORPORATION, AS ADMINISTRATIVE AGENT AND THE LENDERS LISTED HEREIN, AS LENDERS DATED AS OF APRIL 5, 1999 FIRST AMENDMENT AGREEMENT THIS FIRST AMENDMENT AGREEMENT (as amended from time to time, this "First Amendment Agreement"), dated as of April 5, 1999, among GRAND SUMMIT RESORT PROPERTIES, INC., a Maine corporation, (herein referred to as "GSRP"), the lenders listed on the signature pages hereof (each individually referred to herein as a "Lender" and, collectively, the "Lender

Asc East Inc – CREDIT AGREEMENT (March 10th, 1999)

AMENDED AND RESTATED CREDIT AGREEMENT Dated as of January 8, 1999 Among AMERICAN SKIING COMPANY RESORT PROPERTIES, INC. as Borrower, THE LENDERS PARTY HERETO, and BANKBOSTON, N.A. as Agent for the Lenders -iv- ATL/591251.2 TABLE OF CONTENTS Page RECITALS 1 ARTICLE 1. DEFINITIONS AND ACCOUNTING TERMS 1 Section 1.1 DEFINITIONS. 1 Section 1.2 ACCOUNTING TERMS 16 ARTICLE 2. THE CREDIT

Asc East Inc – AMENDED AND RESTATED CREDIT AGREEMENT (March 10th, 1999)

THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 3, 1999 Among ASC EAST, INC. SUNDAY RIVER SKIWAY CORPORATION SUNDAY RIVER, LTD. PERFECT TURN, INC. SUNDAY RIVER TRANSPORTATION, INC. L.B.O. HOLDING, INC. SUGARBUSH RESORT HOLDINGS, INC. SUGARBUSH LEASING COMPANY SUGARBUSH RESTAURANTS, INC. MOUNTAIN WASTEWATER TREATMENT, INC. S-K-I, LTD. KILLINGTON, LTD. MOUNT SNOW, LTD. PICO SKI AREA MANAGEMENT COMPANY RESORTS SOFTWARE SER

American Skiing Co – MASTER AGREEMENT (November 10th, 1998)

(Multicurrency-Cross Border) ISDA(R) International Swap Dealers Association, Inc. MASTER AGREEMENT dated as of May 12,1998 BankBoston, N.A. and American Skiing Company have entered and/or anticipate entering into one or more transactions (each a "Transaction") that are or will be governed by this Master Agreement which includes the schedule (the "Schedule"), and the documents and other confirming evidence (each a "Confirmation") exchanged between the parties confirming those Transactions. Accordingly, the parties agree as follows:- 1. Interpretation (a) Definitions. The terms defined in Section 14 and in the Schedule will have the meanings therein specified for the purpose of this Master Agreement. (b) Inconsistency. In the event of any inconsistency between the provisions of the Schedule and th

American Skiing Co – MASTER LEASE AGREEMENT (November 10th, 1998)

[GRAPHIC OMITTED] MASTER LEASE AGREEMENT This MASTER LEASE AGREEMENT, dated as of the 19th day of August, 1998("Lease Agreement") is made at Boston, Massachusetts by and between BancBoston Leasing Inc. ("Lessor"), a Massachusetts corporation with its principal place of business at 100 Federal Street, Boston, Massachusetts 02110 and ASC Leasing, Inc. ("Lessee"), a Maine with its principal place of business at Sunday River Access Road, Bethel, Maine 04217. IN CONSIDERATION OF the mutual promises and covenants contained herein, Lessor and Lessee hereby agree as follows: 1. Property Leased. At the request of Lessee and subject to the terms and conditions of this Lease Agreement, Lessor shall lease to Lessee and Lessee shall lease from Lessor such personal property ("Equipment") as may be mutually agreed upon by Lessor and Lessee. The Equipment shall be selected by or ordered at the request of Lessee, iden

American Skiing Co – PURCHASE AND DEVELOPMENT AGREEMENT (November 10th, 1998)

PURCHASE AND DEVELOPMENT AGREEMENT by and among AMERICAN SKIING COMPANY ("Seller") AMERICAN SKIING COMPANY RESORT PROPERTIES, INC. ("Owner") And MARRIOTT OWNERSHIP RESORTS, INC. ("Purchaser") TABLE OF CONTENTS ARTICLE I......................................................................2 DEFINITIONS.................................................................2 1.0 DEFINITIONS..........................................................2 ARTICLE II.....................................................................2 PURCHASE AND SALE OF DEVELOPMENT RIGHTS.....................................2 2.1 INTENT OF THE PARTIES......................

American Skiing Co – AMENDED AND RESTATED CREDIT AGREEMENT (November 10th, 1998)

Exhibit 10.36 FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 20, 1998 Among ASC EAST, INC. SUNDAY RIVER SKIWAY CORPORATION SUNDAY RIVER, LTD. PERFECT TURN, INC. SUNDAY RIVER TRANSPORTATION, INC. L.B.O. HOLDING, INC. SUGARBUSH RESORT HOLDINGS, INC. SUGARBUSH LEASING COMPANY SUGARBUSH RESTAURANTS, INC. MOUNTAIN WASTEWATER TREATMENT, INC. S-K-I, LTD. KILLINGTON, LTD. MOUNT SNOW, LTD. PICO SKI AREA MANAGEMENT COMPANY RES

American Skiing Co – ISDA Master Agreement .......................................................... (November 10th, 1998)

(Bilateral Form) (ISDA Agreements Subject to New York Law Only) ISDA(R) International Swaps and Derivatives Association, Inc. CREDIT SUPPORT ANNEX to the Schedule to the ISDA Master Agreement .......................................................... May 12,1998 dated as of ........................... between BankBoston, N.A. and American Skiing Company ("Party A") ("Party B") This Annex supplements, form part of, and is subject to, the above-referenced Agreement, is part of its Schedule and is a Credit Support Document under this Agreement with respect to each party. Accordingly, the parties agree as follows:- Paragraph I. Interpretation (a)

American Skiing Co – PURCHASE AND SALE AGREEMENT (November 14th, 1996)

PURCHASE AND SALE AGREEMENT by and between WATERVILLE VALLEY SKI AREA, LTD. and CRANMORE, INC. ("Sellers") AMERICAN SKIING COMPANY ("American SKI") and BOOTH CREEK SKI ACQUISITION CORP. ("Buyer") dated as of August 30, 1996 PURCHASE AND SALE AGREEMENT THIS AGREEMENT is made and entered into as of this 30th day of August 1996, among Waterville Valley Ski Area, Ltd., a New Hampshire corporation with a principal place of business at Waterville Valley, New Hampshire ("WVSAL"), Cranmore, Inc., a Maine corporation with a principal place of business at North Conway, New Hampshire ("CI") (WVSAL and CI being collectively referred to as the "Sellers", American Skiing Company, a Maine corporation with a principal place of business at Bethel, Maine ("American SKI") and Booth Creek Ski Acquisition Corp., a Delaware corporation with a principal place of business at Vail, Colorado.(

American Skiing Co – GUARANTY OF PAYMENT AND PERFORMANCE (November 14th, 1996)

-- LIMITED GUARANTY OF PAYMENT AND PERFORMANCE GUARANTY by AMERICAN SKIING COMPANY, a Maine corporation (the "Guarantor"), in favor of KEY BANK OF MAINE, a Maine bank with its head office at One Canal Plaza, Portland, Maine 04101 (the "Lender"). In consideration of the Lender's giving, in its discretion, time, credit or banking facilities or accommodations to LBO HOTEL CO., a Maine corporation, (together with its successors, the "Customer"), the Guarantor agrees as follows: 1. LIMITED GUARANTY OF PAYMENT AND PERFORMANCE. Subject to the limitations of Section 3 below, the Guarantor hereby guarantees to the Lender the full and punctual payment when due (whether at maturity, by acceleration or otherwise), and the performance, of a Construction Term Loan Agreement of even or recent date and a Note of even or recent date in the amount of up to Eight Million Five Hundred Thousand Dollars ($8,500,000.0

American Skiing Co – PURCHASE AND SALE AGREEMENT (November 14th, 1996)

PURCHASE AND SALE AGREEMENT by and between SHERBURNE PASS MOUNTAIN PROPERTIES, LLC PICO MOUNTAIN SPORTS CENTER, LLC PICO MOUNTAIN OPERATING COMPANY, LLC (collectively "Sellers") HAROLD L. AND EDITH HERBERT ("Herberts") and PICO SKI AREA MANAGEMENT COMPANY ("Buyer") dated as of October 16, 1996 PURCHASE AND SALE AGREEMENT THIS AGREEMENT is made and entered into as of this 16th day of October, 1996, among Sherburne Pass Mountain Properties, LLC, ("Real Estate Co."), Pico Mountain Sports Center, LLC ("Sports Center Co."), Pico Mountain Operating Company, LLC ("Equipment Co."), all Vermont limited liability companies with a place of business in Sherburne, Vermont (collectively referred to as the "Sellers") and Harold L. and Edith Herbert of Milltown, New Jersey ("Herberts") and Pico Ski Area Management Company, a Vermont corporation with a principal place of business at Sherburne, Vermont ("Buyer"). RECITALS 1. Real Estate Co. owns the r