0001104659-03-003805 Sample Contracts

AMERICAN SKIING COMPANY PHANTOM EQUITY AWARD AGREEMENT
Phantom Equity Award Agreement • March 7th, 2003 • American Skiing Co /Me • Services-miscellaneous amusement & recreation • Delaware

WHEREAS, Employee is employed by the Company and has been selected by the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) to receive an award of phantom equity; and

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EIGHTH AMENDMENT TO THE AMENDED, RESTATED AND CONSOLIDATED CREDIT AGREEMENT
And Consolidated Credit Agreement • March 7th, 2003 • American Skiing Co /Me • Services-miscellaneous amusement & recreation • Massachusetts

EIGHTH AMENDMENT dated as of October 22, 2002 (this “Amendment”) with respect to the Amended, Restated and Consolidated Credit Agreement dated as of October 12, 1999 (as amended, the “Credit Agreement”) by and among American Skiing Company (“American Ski”) and the other borrowers party thereto (collectively, the “Borrowers”), the lenders party thereto (the “Lenders”) and Fleet National Bank, N.A. (formerly known as BankBoston, N.A.), as agent (the “Agent”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 7th, 2003 • American Skiing Co /Me • Services-miscellaneous amusement & recreation • Delaware

EXECUTIVE EMPLOYMENT AGREEMENT, made as of January 15,2002 by and between AMERICAN SKIING COMPANY, a Delaware corporation (the “Company”), and Mark Miller (the “Executive”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 7th, 2003 • American Skiing Co /Me • Services-miscellaneous amusement & recreation • Maine

EXECUTIVE EMPLOYMENT AGREEMENT, made as of July 30, 2001 by and between AMERICAN SKIING COMPANY, a Delaware corporation (the “ Company”), and Foster A. Stewart, Jr. (the “Executive”).

SIXTH AMENDMENT TO THE AMENDED, RESTATED AND CONSOLIDATED CREDIT AGREEMENT
And Consolidated Credit Agreement • March 7th, 2003 • American Skiing Co /Me • Services-miscellaneous amusement & recreation • Massachusetts

SIXTH AMENDMENT dated as of April 5, 2002 (this “Amendment”) with respect to the Amended, Restated and Consolidated Credit Agreement dated as of October 12, 1999 (as amended, the “Credit Agreement”) by and among American Skiing Company (“American Skiing”) and the other borrowers party thereto (collectively, the “Borrowers”), the lenders party thereto (the “Lenders”) and Fleet National Bank, N.A. (formerly known as BankBoston, N.A.), as agent (the “Agent”).

NINTH AMENDMENT TO THE AMENDED, RESTATED AND CONSOLIDATED CREDIT AGREEEMENT
American Skiing Co /Me • March 7th, 2003 • Services-miscellaneous amusement & recreation • Massachusetts

NINTH AMENDMENT dated as of January 7, 2003 (this “Amendment”) with respect to the Amended, Restated and Consolidated Credit Agreement dated as of October 12, 1999 (as amended, the “Credit Agreement”) by and among American Skiing Company (“American Ski”) and the other borrowers party thereto (collectively, the “Borrowers”), the lenders party thereto (the “Lenders”) and Fleet National Bank, N.A. (formerly known as BankBoston, N.A.), as agent (the “Agent”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 7th, 2003 • American Skiing Co /Me • Services-miscellaneous amusement & recreation • Utah

EXECUTIVE EMPLOYMENT AGREEMENT, made as of November 7, 2002 by and between AMERICAN SKIING COMPANY, a Delaware corporation (the “Company”), and Helen E. Wallace (the “Executive”), and individual residing at 12033 Louise Ave., Granada Hills, CA 91344.

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