EXHIBIT 10.85 FEE AND LEASEHOLD MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, FINANCING STATEMENT AND SECURITY AGREEMENT This Fee and Leasehold Mortgage, Assignment of Leases and Rents, Financing Statement and Security Agreement (the "Mortgage") is made...Asc Holdings Inc • October 1st, 1997 • Services-miscellaneous amusement & recreation • Maine
SECOND AMENDMENT AND CONSENT SECOND AMENDMENT AND CONSENT, dated as of May 14, 2004 (this "Amendment"), to the Credit Agreement, dated as of February 14, 2003, as amended by the First Amendment, dated as of July 2, 2003 (the "Credit Agreement"), among...American Skiing Co /Me • June 9th, 2004 • Services-miscellaneous amusement & recreation • New York
REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement dated as of August 31, 2001, among American Skiing Company, a Delaware corporation (the "Company"), Oak Hill Capital Partners, L.P., a Delaware limited partnership ("Oak Hill"), and the other...Registration Rights Agreement • September 4th, 2001 • American Skiing Co /Me • Services-miscellaneous amusement & recreation • New York
SECOND LIEN CREDIT AGREEMENTCredit Agreement • December 15th, 2004 • American Skiing Co /Me • Services-miscellaneous amusement & recreation • New York
LEASE AGREEMENTLease Agreement • October 10th, 1997 • Asc Holdings Inc • Services-miscellaneous amusement & recreation
EXHIBIT 10.71 LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 1st, 1997 • Asc Holdings Inc • Services-miscellaneous amusement & recreation • Maine
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 1st, 1997 • Asc Holdings Inc • Services-miscellaneous amusement & recreation • Massachusetts
FIRST SUPPLEMENTAL INDENTURE THIS FIRST SUPPLEMENTAL INDENTURE (the "Supplemental Indenture"), dated as of November 24, 2004, is entered into by and between American Skiing Company, a Delaware corporation (the "Company"), and Oak Hill Capital...Supplemental Indenture • December 1st, 2004 • American Skiing Co /Me • Services-miscellaneous amusement & recreation • New York
SECURITIES PURCHASE AGREEMENT ------------------------------------------------- -------------------------------Securities Purchase Agreement • July 16th, 2001 • American Skiing Co /Me • Services-miscellaneous amusement & recreation • New York
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • December 12th, 2001 • American Skiing Co /Me • Services-miscellaneous amusement & recreation • Vermont
W I T N E S S E T H: - - - - - - - - - -Credit Agreement • November 14th, 2001 • American Skiing Co /Me • Services-miscellaneous amusement & recreation • Massachusetts
PREFERRED STOCK SUBSCRIPTION AGREEMENTStockholders' Agreement • July 12th, 1999 • American Skiing Co /Me • Services-miscellaneous amusement & recreation • New York
WITNESSETH:Lease • January 9th, 2001 • American Skiing Co /Me • Services-miscellaneous amusement & recreation
OFLimited Liability Company Agreement • June 9th, 2004 • American Skiing Co /Me • Services-miscellaneous amusement & recreation • Delaware
EXHIBIT 10.43Employment Agreement • January 9th, 2001 • American Skiing Co /Me • Services-miscellaneous amusement & recreation • Delaware
iii) the termination of Executive's employment by Executive because of a material change in the duties of Executive from those described herein at the direction of the Company after written notice from Executive to the Company of the specific duties...Employment Agreement • October 26th, 2000 • American Skiing Co /Me • Services-miscellaneous amusement & recreation • Maine
Exhibit 10.90 NON-QUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT is made as of the 1st day of August, 1997 by and between ASC HOLDINGS, INC., a Maine corporation ("Company"), and ___________________ of __________________ ("Optionee"). W I T N E S S E...Non-Qualified Stock Option Agreement • October 1st, 1997 • Asc Holdings Inc • Services-miscellaneous amusement & recreation
amongCredit Agreement • February 24th, 2003 • American Skiing Co /Me • Services-miscellaneous amusement & recreation • New York
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 9th, 1998 • American Skiing Co /Me • Services-miscellaneous amusement & recreation • Maine
TERMINATION AGREEMENT This Termination Agreement (the "Agreement") dated as of August 22, 2001, by and among American Skiing Company, a Delaware corporation (the "Company"), American Skiing Company Resort Properties, Inc., a Maine corporation and a...Termination Agreement • September 4th, 2001 • American Skiing Co /Me • Services-miscellaneous amusement & recreation • New York
ARTICLE IIndenture • October 1st, 1997 • Asc Holdings Inc • Services-miscellaneous amusement & recreation • New York
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated August 9, 2000 between American Skiing Company, a Maine company, with its chief executive offices in Newry, Maine (the "Company"), and Leslie B. Otten of Newry, Maine ("Executive"), effective as of...Employment Agreement • October 26th, 2000 • American Skiing Co /Me • Services-miscellaneous amusement & recreation • Maine
EXHIBIT 10.74 PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • October 1st, 1997 • Asc Holdings Inc • Services-miscellaneous amusement & recreation • Utah
AmongCredit Agreement • December 9th, 1998 • American Skiing Co /Me • Services-miscellaneous amusement & recreation • Georgia
RECITALSExchange Agreement • December 8th, 2004 • American Skiing Co /Me • Services-miscellaneous amusement & recreation • New York
ARTICLE IStockholders' Agreement • August 2nd, 2000 • American Skiing Co /Me • Services-miscellaneous amusement & recreation
American Skiing Company P.O. Box 450 Bethel, Maine 04217 SECURITIES PURCHASE AGREEMENT Common Stock $0.01 Par Value Dated as of January 23, 1998Securities Purchase Agreement • January 30th, 1998 • American Skiing Co /Me • Services-miscellaneous amusement & recreation • Maine
EXHIBIT 1.1 __________ Shares ASC Holdings, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 1st, 1997 • Asc Holdings Inc • Services-miscellaneous amusement & recreation • New York
RE:Loan and Security Agreement • October 22nd, 1999 • American Skiing Co /Me • Services-miscellaneous amusement & recreation • Maine
PURCHASE AGREEMENTPurchase Agreement • March 27th, 2002 • American Skiing Co /Me • Services-miscellaneous amusement & recreation • New York
RECITALS:Voting Agreement • December 11th, 2000 • American Skiing Co /Me • Services-miscellaneous amusement & recreation • Delaware
Exhibit 10.94 SUBORDINATION AGREEMENT SUBORDINATION AGREEMENT (as amended from time to time, "this Agreement"), made as of the 1st day of August, 1997, among GRAND SUMMIT RESORT PROPERTIES, INC., a Maine corporation (the "Borrower") and L.B.O....Subordination Agreement • October 1st, 1997 • Asc Holdings Inc • Services-miscellaneous amusement & recreation • Maine
Madeleine LLC c/o Cerberus Partners 450 Park Avenue, 28th Floor New York, New York 10022Securities Purchase Agreement • November 5th, 1997 • American Skiing Co /Me • Services-miscellaneous amusement & recreation • New York
EXHIBIT 10.66 ASC Holdings, Inc. SECURITIES PURCHASE AGREEMENT Dated as of July 2, 1997Securities Purchase Agreement • October 1st, 1997 • Asc Holdings Inc • Services-miscellaneous amusement & recreation • New York
amongAgreement and Plan of Merger • December 18th, 2000 • American Skiing Co /Me • Services-miscellaneous amusement & recreation • Delaware
