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
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
THIRD AMENDMENT TO CREDIT AGREEMENT Dated as of July __, 1997Credit Agreement • October 1st, 1997 • Asc Holdings Inc • Services-miscellaneous amusement & recreation • Massachusetts
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
ARTICLE IIndenture • October 1st, 1997 • Asc Holdings Inc • Services-miscellaneous amusement & recreation • New York
EXHIBIT 10.74 PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • October 1st, 1997 • Asc Holdings Inc • Services-miscellaneous amusement & recreation • Utah
EXHIBIT 1.1 __________ Shares ASC Holdings, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 1st, 1997 • Asc Holdings Inc • Services-miscellaneous amusement & recreation • New York
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
FIRST AMENDMENT TOSecurities Purchase Agreement • October 1st, 1997 • Asc Holdings Inc • 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
EXHIBIT 10.65 GROUND LEASE GUARANTY FOR VALUE RECEIVED, and in consideration for, and as an inducement to, Wolf Mountain Resorts, L.C., a Utah limited liability company ("Landlord"), to enter into that certain Ground Lease Agreement dated July 3, 1997...Asc Holdings Inc • October 1st, 1997 • Services-miscellaneous amusement & recreation
FOR VALUE RECEIVED, and in consideration for, and as an inducement to, Wolf Mountain Resorts, L.C., a Utah limited liability company ("Landlord"), to enter into that certain Ground Lease Agreement dated July 3, 1997 (the "Lease"), by and between Landlord and ASC Utah, Inc., a Maine corporation ("Tenant"), the undersigned hereby unconditionally guarantees to Landlord, its successors and assigns, the payment of the rent, additional rental and all other payments to be made by Tenant under the Lease and the full performance and observance by Tenant of all the other terms, covenants, conditions and agreements as and when therein provided to be performed and observed by Tenant, for which the undersigned shall be jointly and severally liable with Tenant, without requiring any notice of nonpayment, nonperformance or nonobservance other than any notices required to be provided to Tenant under the terms of the Lease, all of which the undersigned hereby expressly waives, and the undersigned expre
GUARANTYGuaranty • October 1st, 1997 • Asc Holdings Inc • Services-miscellaneous amusement & recreation • Utah
DEVELOPMENT AGREEMENT BETWEEN ASC UTAH AND IRON MOUNTAIN ASSOCIATES, LLC TABLE OF CONTENTSDevelopment Agreement • October 1st, 1997 • Asc Holdings Inc • Services-miscellaneous amusement & recreation • Utah
EXHIBIT 10.64 GROUND LEASE AGREEMENT by and betweenAsc Holdings Inc • October 1st, 1997 • Services-miscellaneous amusement & recreation • Utah
Exhibit 10.76 PROMISSORY NOTEAsc Holdings Inc • October 1st, 1997 • Services-miscellaneous amusement & recreation
FOR VALUE RECEIVED and pursuant to the terms of this Promissory Note (this "Note"), the undersigned, GRAND SUMMIT RESORT PROPERTIES, INC., a Maine corporation (the "Borrower"), promises to pay to the order of TEXTRON FINANCIAL CORPORATION (the "Lender") (the Lender and all subsequent holders of this Note being hereinafter referred to as the "Holder"), at 333 East River Drive, East Hartford, Connecticut or at such other place as the Holder hereof may designate in writing, the principal sum of up to THIRTY MILLION DOLLARS ($30,000,000), or so much thereof as shall be outstanding hereunder from time to time as a result of advances of principal by the Lender to the Borrower pursuant to that certain Loan and Security Agreement dated as of August 1, 1997 among the Borrower, the Lender, Green Tree Financial Servicing Corporation and Textron Financial Corporation, as Administrative Agent (as amended from time to time, the "LSA"), together with interest on the unpaid principal amount from time
AMONGStock Purchase Agreement • October 1st, 1997 • Asc Holdings Inc • Services-miscellaneous amusement & recreation • New York
EXHIBIT 10.84 SECURITY AGREEMENT SECURITY AGREEMENT dated as of August 30, 1996 between SUGARLOAF MOUNTAIN CORPORATION, a Maine corporation, MOUNTAINSIDE, a Maine corporation, and SUGARTECH, a Maine corporation, (each a "Debtor" and collectively, the...Security Agreement • October 1st, 1997 • Asc Holdings Inc • Services-miscellaneous amusement & recreation • Massachusetts
ASSIGNMENTAssignment • October 1st, 1997 • Asc Holdings Inc • Services-miscellaneous amusement & recreation
FOURTH AMENDMENT TO CREDIT AGREEMENT Dated as of September 24, 1997 Among ASC EAST SUNDAY RIVER SKIWAY CORPORATION SUNDAY RIVER LTD. PERFECT TURN, INC. SUNDAY RIVER TRANSPORTATION INC. LBO HOLDING, INC. CRANMORE, INC. SUGARBUSH RESORT HOLDINGS INC....Credit Agreement • October 1st, 1997 • Asc Holdings Inc • Services-miscellaneous amusement & recreation • Massachusetts
SUBSCRIPTION AGREEMENT RECITALSSubscription Agreement • October 1st, 1997 • Asc Holdings Inc • Services-miscellaneous amusement & recreation • Maine
BackgroundEscrow Agreement • October 1st, 1997 • Asc Holdings Inc • Services-miscellaneous amusement & recreation • New York
EXHIBIT 10.69 REGISTRATION RIGHTS AGREEMENT by and between ASC HOLDINGS, INC.Registration Rights Agreement • October 1st, 1997 • Asc Holdings Inc • Services-miscellaneous amusement & recreation • New York
EXHIBIT 10.97 COLLATERAL ASSIGNMENT OF DECLARANT'S RIGHTS This COLLATERAL ASSIGNMENT OF DECLARANT'S RIGHTS (this "AGREEMENT") is made as of the 1st day of August, 1997. 1. BACKGROUND. Textron Financial Corporation, a Delaware corporation having a...Asc Holdings Inc • October 1st, 1997 • Services-miscellaneous amusement & recreation
WITNESSETH:Asc Holdings Inc • October 1st, 1997 • Services-miscellaneous amusement & recreation • Maine
MORTGAGE, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (Attitash)Assignment of Rents and Security Agreement • October 1st, 1997 • Asc Holdings Inc • Services-miscellaneous amusement & recreation
EXHIBIT 10.75 SECOND MORTGAGE DEED, SECURITY AGREEMENT AND FINANCING STATEMENT KNOW ALL BY THESE PRESENTS, that WATERVILLE VALLEY SKI RESORT, INC., a Delaware corporation, having a mailing address of One Ski Area Road, Waterville Valley, New Hampshire...Asc Holdings Inc • October 1st, 1997 • Services-miscellaneous amusement & recreation
SUGARLOAF JOINDERAsc Holdings Inc • October 1st, 1997 • Services-miscellaneous amusement & recreation
EXHIBIT 10.78 SECOND MORTGAGE DEED, SECURITY AGREEMENT AND FINANCING STATEMENT KNOW ALL BY THESE PRESENTS, that MOUNT CRANMORE SKI RESORT, INC., a Delaware corporation, having a mailing address of Skimobile Road, North Conway, New Hampshire,...Asc Holdings Inc • October 1st, 1997 • Services-miscellaneous amusement & recreation
Exhibit 10.92 INCENTIVE 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...Incentive Stock Option Agreement • October 1st, 1997 • Asc Holdings Inc • Services-miscellaneous amusement & recreation
EXHIBIT D SKI LEASED Ski Lease • October 1st, 1997 • Asc Holdings Inc • Services-miscellaneous amusement & recreation
Exhibit 10.91 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...Non-Qualified Stock Option Agreement • October 1st, 1997 • Asc Holdings Inc • Services-miscellaneous amusement & recreation
ASSIGNMENT OF AGREEMENTS, PERMITS AND CONTRACTSAsc Holdings Inc • October 1st, 1997 • Services-miscellaneous amusement & recreation
EXHIBIT 10.87 HAZARDOUS MATERIALS INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT is entered into as of August 30, 1996 by and among AMERICAN SKIING COMPANY, a Maine corporation ("American Ski"), SUNDAY RIVER SKIWAY CORPORATION, a Maine...Hazardous Materials Indemnification Agreement • October 1st, 1997 • Asc Holdings Inc • Services-miscellaneous amusement & recreation • Massachusetts
