Exhibit
10.1


PURCHASE AGREEMENT


by and among


STEAMBOAT SKI &
RESORT CORPORATION


AMERICAN SKIING COMPANY


STEAMBOAT ACQUISITION
CORP.


and


WINTERGAMES HOLDINGS SARL






December 18, 2006






 
















TABLE OF CONTENTS


	
  

  	
   

  	
   

  	
   

  	
  Page

  	
   

  
	
   

  	
   

  	
  ARTICLE I

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CERTAIN
  DEFINITIONS

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.1

  	
   

  	
  Certain Definitions

  	
   

  	
  1

  	
   

  
	
  1.2

  	
   

  	
  Other Capitalized Terms

  	
   

  	
  10

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE II

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CALCULATION OF
  PURCHASE PRICE AND PAYMENT

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.1

  	
   

  	
  Sale and Purchase of
  Stock

  	
   

  	
  11

  	
   

  
	
  2.2

  	
   

  	
  Payment at the Closing

  	
   

  	
  11

  	
   

  
	
  2.3

  	
   

  	
  Income Adjustment and
  Working Capital Adjustments

  	
   

  	
  12

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE III

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  REPRESENTATIONS
  AND WARRANTIES OF

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE SELLERS

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.1

  	
   

  	
  Organization and
  Qualification

  	
   

  	
  14

  	
   

  
	
  3.2

  	
   

  	
  Title to the Stock

  	
   

  	
  15

  	
   

  
	
  3.3

  	
   

  	
  Subsidiaries

  	
   

  	
  15

  	
   

  
	
  3.4

  	
   

  	
  Binding Obligation

  	
   

  	
  15

  	
   

  
	
  3.5

  	
   

  	
  No Default or Conflicts

  	
   

  	
  16

  	
   

  
	
  3.6

  	
   

  	
  No Governmental
  Authorization or Consent Required

  	
   

  	
  16

  	
   

  
	
  3.7

  	
   

  	
  Financial Statements

  	
   

  	
  16

  	
   

  
	
  3.8

  	
   

  	
  Powers of Attorney

  	
   

  	
  17

  	
   

  
	
  3.9

  	
   

  	
  Brokers

  	
   

  	
  17

  	
   

  
	
  3.10

  	
   

  	
  Compliance with Laws

  	
   

  	
  17

  	
   

  
	
  3.11

  	
   

  	
  Insurance

  	
   

  	
  17

  	
   

  
	
  3.12

  	
   

  	
  Litigation

  	
   

  	
  18

  	
   

  
	
  3.13

  	
   

  	
  Approvals

  	
   

  	
  18

  	
   

  
	
  3.14

  	
   

  	
  Labor Matters

  	
   

  	
  18

  	
   

  
	
  3.15

  	
   

  	
  Employee Benefit Plans

  	
   

  	
  19

  	
   

  
	
  3.16

  	
   

  	
  Real Property

  	
   

  	
  22

  	
   

  
	
  3.17

  	
   

  	
  Tax Matters

  	
   

  	
  24

  	
   

  
	
  3.18

  	
   

  	
  Contracts and
  Commitments

  	
   

  	
  26

  	
   

  
	
  3.19

  	
   

  	
  Environmental Matters

  	
   

  	
  27

  	
   

  



 



 i
 









 


	
  3.20

  	
   

  	
  Intellectual Property

  	
   

  	
  28

  	
   

  
	
  3.21

  	
   

  	
  Related Persons

  	
   

  	
  29

  	
   

  
	
  3.22

  	
   

  	
  Absence of Certain
  Changes

  	
   

  	
  29

  	
   

  
	
  3.23

  	
   

  	
  Water Rights

  	
   

  	
  29

  	
   

  
	
  3.24

  	
   

  	
  Airport

  	
   

  	
  30

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE IV

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  REPRESENTATIONS
  AND

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WARRANTIES OF
  THE PURCHASERS

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.1

  	
   

  	
  Organization of the
  Purchasers

  	
   

  	
  30

  	
   

  
	
  4.2

  	
   

  	
  Power and Authority

  	
   

  	
  30

  	
   

  
	
  4.3

  	
   

  	
  No Conflicts

  	
   

  	
  30

  	
   

  
	
  4.4

  	
   

  	
  Purchase for Investment

  	
   

  	
  31

  	
   

  
	
  4.5

  	
   

  	
  Litigation

  	
   

  	
  31

  	
   

  
	
  4.6

  	
   

  	
  Brokers

  	
   

  	
  31

  	
   

  
	
  4.7

  	
   

  	
  Availability of Funds

  	
   

  	
  31

  	
   

  
	
  4.8

  	
   

  	
  No Divestitures

  	
   

  	
  31

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE V

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EMPLOYEES AND
  EMPLOYEE-RELATED MATTERS

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.1

  	
   

  	
  Employment Matters

  	
   

  	
  32

  	
   

  
	
  5.2

  	
   

  	
  Benefit Plans

  	
   

  	
  32

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE VI

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CLOSING

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.1

  	
   

  	
  Closing Date

  	
   

  	
  33

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE VII

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CONDITIONS TO
  OBLIGATIONS OF

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE PURCHASERS
  TO CONSUMMATE THE TRANSACTION

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.1

  	
   

  	
  Representations and
  Warranties; Compliance with Covenants

  	
   

  	
  33

  	
   

  
	
  7.2

  	
   

  	
  No Material Adverse
  Effect

  	
   

  	
  33

  	
   

  
	
  7.3

  	
   

  	
  No Injunction

  	
   

  	
  34

  	
   

  
	
  7.4

  	
   

  	
  Approvals

  	
   

  	
  34

  	
   

  
	
  7.5

  	
   

  	
  Release of Liens

  	
   

  	
  34

  	
   

  
	
  7.6

  	
   

  	
  Assignment

  	
   

  	
  34

  	
   

  
	
  7.7

  	
   

  	
  Related Documents

  	
   

  	
  34

  	
   

  
	
  7.8

  	
   

  	
  FIRPTA

  	
   

  	
  34

  	
   

  



 



 ii
 









 


	
  7.9

  	
   

  	
  Resignations

  	
   

  	
  35

  	
   

  
	
  7.10

  	
   

  	
  Settlement of Accounts

  	
   

  	
  35

  	
   

  
	
  7.11

  	
   

  	
  Title Commitments

  	
   

  	
  35

  	
   

  
	
  7.12

  	
   

  	
  Survey

  	
   

  	
  35

  	
   

  
	
  7.13

  	
   

  	
  Tri-Party Agreement

  	
   

  	
  35

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE VIII

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CONDITIONS TO
  OBLIGATIONS OF

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE SELLERS TO
  CONSUMMATE THE TRANSACTION

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.1

  	
   

  	
  Representations and
  Warranties; Compliance with Covenants

  	
   

  	
  35

  	
   

  
	
  8.2

  	
   

  	
  No Injunction

  	
   

  	
  36

  	
   

  
	
  8.3

  	
   

  	
  Approvals

  	
   

  	
  36

  	
   

  
	
  8.4

  	
   

  	
  Settlement of Accounts

  	
   

  	
  36

  	
   

  
	
  8.5

  	
   

  	
  Related Documents

  	
   

  	
  36

  	
   

  
	
  8.6

  	
   

  	
  Letters of Credit

  	
   

  	
  36

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE IX

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  COVENANTS

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.1

  	
   

  	
  Regulatory Filings,
  etc.

  	
   

  	
  36

  	
   

  
	
  9.2

  	
   

  	
  Injunctions

  	
   

  	
  37

  	
   

  
	
  9.3

  	
   

  	
  Access to Information

  	
   

  	
  37

  	
   

  
	
  9.4

  	
   

  	
  No Extraordinary
  Actions by the Sellers

  	
   

  	
  37

  	
   

  
	
  9.5

  	
   

  	
  Commercially Reasonable
  Efforts; Further Assurances

  	
   

  	
  40

  	
   

  
	
  9.6

  	
   

  	
  Use of Names; Name
  Change

  	
   

  	
  42

  	
   

  
	
  9.7

  	
   

  	
  Confidentiality;
  Publicity

  	
   

  	
  43

  	
   

  
	
  9.8

  	
   

  	
  Transition

  	
   

  	
  44

  	
   

  
	
  9.9

  	
   

  	
  Access to Records After
  the Closing

  	
   

  	
  44

  	
   

  
	
  9.10

  	
   

  	
  No Employee
  Solicitation

  	
   

  	
  44

  	
   

  
	
  9.11

  	
   

  	
  Interim Operations of
  the Parent

  	
   

  	
  44

  	
   

  
	
  9.12

  	
   

  	
  KIC Put

  	
   

  	
  45

  	
   

  
	
  9.13

  	
   

  	
  Conveyance

  	
   

  	
  45

  	
   

  
	
  9.14

  	
   

  	
  Financial Statement
  Cooperation

  	
   

  	
  45

  	
   

  
	
  9.15

  	
   

  	
  No Solicitation

  	
   

  	
  46

  	
   

  
	
  9.16

  	
   

  	
  Intercompany Guarantees

  	
   

  	
  46

  	
   

  
	
  9.17

  	
   

  	
  Third Party Contracts
  and Cross Default Provisions

  	
   

  	
  46

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE X

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SURVIVAL AND
  INDEMNIFICATION

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.1

  	
   

  	
  Survival

  	
   

  	
  47

  	
   

  
	
  10.2

  	
   

  	
  Indemnification by ASC

  	
   

  	
  48

  	
   

  



 



 iii
 









 


	
  10.3

  	
   

  	
  Indemnification by the
  Purchasers

  	
   

  	
  48

  	
   

  
	
  10.4

  	
   

  	
  Limitations on
  Indemnification

  	
   

  	
  49

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE XI

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TAX MATTERS

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.1

  	
   

  	
  Tax Indemnification

  	
   

  	
  49

  	
   

  
	
  11.2

  	
   

  	
  Tax Refunds

  	
   

  	
  51

  	
   

  
	
  11.3

  	
   

  	
  Preparation and Filing
  of Tax Returns and Payment of Taxes

  	
   

  	
  51

  	
   

  
	
  11.4

  	
   

  	
  Tax Cooperation

  	
   

  	
  52

  	
   

  
	
  11.5

  	
   

  	
  Tax Audits

  	
   

  	
  52

  	
   

  
	
  11.6

  	
   

  	
  Tax Treatment of
  Indemnification Payment

  	
   

  	
  54

  	
   

  
	
  11.7

  	
   

  	
  338(h)(10) Election

  	
   

  	
  54

  	
   

  
	
  11.8

  	
   

  	
  Tax Sharing Agreements

  	
   

  	
  55

  	
   

  
	
  11.9

  	
   

  	
  Survival of Obligations

  	
   

  	
  56

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE XII

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TERMINATION

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.1

  	
   

  	
  Termination

  	
   

  	
  56

  	
   

  
	
  12.2

  	
   

  	
  Other Agreements;
  Material To Be Returned

  	
   

  	
  56

  	
   

  
	
  12.3

  	
   

  	
  Effect of Termination

  	
   

  	
  57

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE XIII

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MISCELLANEOUS

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13.1

  	
   

  	
  Complete Agreement

  	
   

  	
  57

  	
   

  
	
  13.2

  	
   

  	
  Waiver, Discharge, etc.

  	
   

  	
  58

  	
   

  
	
  13.3

  	
   

  	
  Fees and Expenses

  	
   

  	
  58

  	
   

  
	
  13.4

  	
   

  	
  Amendments

  	
   

  	
  58

  	
   

  
	
  13.5

  	
   

  	
  Notices

  	
   

  	
  58

  	
   

  
	
  13.6

  	
   

  	
  Venue

  	
   

  	
  59

  	
   

  
	
  13.7

  	
   

  	
  GOVERNING LAW; WAIVER
  OF JURY TRIAL

  	
   

  	
  59

  	
   

  
	
  13.8

  	
   

  	
  Headings

  	
   

  	
  60

  	
   

  
	
  13.9

  	
   

  	
  Interpretation

  	
   

  	
  60

  	
   

  
	
  13.10

  	
   

  	
  Exhibits and Schedules

  	
   

  	
  60

  	
   

  
	
  13.11

  	
   

  	
  Successors

  	
   

  	
  60

  	
   

  
	
  13.12

  	
   

  	
  Remedies

  	
   

  	
  60

  	
   

  
	
  13.13

  	
   

  	
  Third Parties

  	
   

  	
  61

  	
   

  
	
  13.14

  	
   

  	
  Severability

  	
   

  	
  61

  	
   

  
	
  13.15

  	
   

  	
  Counterparts;
  Effectiveness

  	
   

  	
  61

  	
   

  
	
  13.16

  	
   

  	
  NO OTHER
  REPRESENTATIONS

  	
   

  	
  61

  	
   

  
	
  13.17

  	
   

  	
  CONDITION OF THE
  BUSINESS

  	
   

  	
  61

  	
   

  



 



 iv
 









 


	
  13.18

  	
   

  	
  NO OTHER
  REPRESENTATIONS

  	
   

  	
  61

  	
   

  
	
  13.19

  	
   

  	
  INDEPENDENT INVESTIGATION

  	
   

  	
  62

  	
   

  



 



 v














PURCHASE AGREEMENT


PURCHASE AGREEMENT, dated as of December 18, 2006
(this “Agreement”), by and among
STEAMBOAT SKI & RESORT CORPORATION, a Delaware corporation (the “Company”), AMERICAN SKIING COMPANY, a Delaware
corporation (“ASC”), and together with
Company, the “Sellers”), Steamboat
Acquisition Corp., a Delaware corporation (“Buyer”),
and Wintergames Holdings SARL, a Luxembourg entity (the “Parent” and
together with the Buyer, the “Purchasers”),
for the sale and purchase of all of the outstanding capital stock in the
Company (the “Stock”).


W I T N E S S E T H:


WHEREAS, ASC owns all of the Stock;


WHEREAS, ASC wishes to sell to the Buyer, and the
Buyer wishes to purchase from ASC, all of the Stock upon the terms and subject
to the conditions of this Agreement;


NOW, THEREFORE, in consideration of the premises and
the mutual promises and covenants contained herein, the parties hereby agree as
follows:


ARTICLE I


CERTAIN DEFINITIONS


1.1           Certain
Definitions.  As used in this
Agreement, unless the context requires otherwise, the following terms shall
have the meanings indicated:


“Adjusted Purchase Price” means, for any date,
the amount calculated by subtracting the aggregate Unleveraged Cash Flow from
and including October 30, 2006 through the Sunday preceding such date from the
Initial Purchase Price and adding the aggregate Income Accretion Amount from
and including October 30, 2006 through the Sunday preceding such date.


“Affiliate” of
any specified Person means any other Person, directly or indirectly Controlling,
Controlled by or under common Control with the specified Person.


“Approvals”
means franchises, licenses, permits, certificates of occupancy and other
required approvals, authorizations and consents.












 


“Base Balance Sheet”
means the balance sheet of the Company at October 29, 2006 included in the
Interim Financial Statements.


“Base Balance Sheet Date”
means October 29, 2006.


“Business Day”
means any day other than a Saturday, Sunday or other day on which commercial
banks in the State of New York are authorized or required by law or executive
order to close.


“Capital Expenditures”
means the aggregate of all expenditures incurred by a Person with respect to
and/or in connection with either (i) acquisition or leasing (pursuant to a
capital lease) of fixed or capital assets or (ii) additions, improvements,
replacements and/or repairs to real property, existing buildings and
improvements, and/or equipment and all other expenditures that should be
capitalized under GAAP on a balance sheet.


“Capital Lease”
means any capital lease listed on Section 1.1(a) of the Seller
Disclosure Letter.


“Change in Control Bonuses”
means the (i) “Change in Control Bonus” as defined in the Change in Control
Agreement dated October 13, 2006 by and between ASC and Andrew Wirth, and (ii)
the “Change in Control Bonus” as defined in the Executive Employment Agreement
dated as of November 7, 2006 by and between the Company and Christopher
Diamond.


“Closing” means
the closing of the transactions contemplated by this Agreement.


“Closing Date”
means the date on which the Closing actually occurs.


“Code” means the
Internal Revenue Code of 1986, as amended.


“Confidentiality Agreement”
means that certain letter agreement, dated September 8, 2006, by and among
Fortress Fund IV GP L.P. and ASC.


“Consolidated Net Income”
means, for any period, the consolidated net income (or loss) of the Company and
its Subsidiaries, determined on a consolidated basis in accordance with GAAP.


“Contract” means
any loan or credit agreement, note, bond, mortgage, indenture, deed of trust,
license agreement, franchise, contract, agreement, Lease (including any Real
Property 



 2
 








 


Lease), instrument or
guarantee (including any amendments, modifications, extensions or replacements
thereof), option agreement or agreement conferring similar rights.


“Control” means
the power to direct or cause the direction of the management and policies of
another Person, whether through the ownership of securities, by contract or
otherwise.


“CORIS and WRMS License
Agreement” means a duly executed license agreement substantially in
the form attached as Exhibit A hereto.


“EBITDA” means,
for any period, the Consolidated Net Income for such period plus (i)
without duplication and to the extent reflected as a charge in the statement of
such Consolidated Net Income for such period, the sum of (a) income tax
expense (other than income taxes (either positive or negative) attributable to
extraordinary or non-recurring gains or losses), (b) interest
expense, amortization or write-off of debt discount and debt issuance
costs and commissions, discounts and other fees and charges associated with
Indebtedness, (c) depreciation and amortization expense,
(d) amortization of intangibles (including, but not limited to, goodwill)
and organization costs, (e) any extraordinary, unusual or non-recurring
non-cash expenses or losses (including, whether or not otherwise
includable as a separate item in the statement of such Consolidated Net Income
for such period, losses on sales of assets outside of the ordinary course of business),
and (f) any other non-cash charges, and minus (ii) to the
extent included in the statement of such Consolidated Net Income for such
period, the sum of (A) interest income (except to the extent deducted in
determining such Consolidated Net Income), (B) any extraordinary, unusual
or non-recurring income or gains (including, whether or not otherwise
includable as a separate item in the statement of such Consolidated Net Income
for such period, gains on the sales of assets outside of the ordinary course of
business), (C) any other non-cash income, and (D) any cash
payments made during such period in respect of items described in
clause (e) above subsequent to the fiscal quarter in which the relevant
non-cash expenses or losses were reflected as a charge in the statement
of Consolidated Net Income, all as determined on a consolidated basis in
accordance with GAAP.


“Environmental Claim”
means any claim, action, cause of action, investigation or written notice by
any Person alleging potential liability (including, without limitation,
potential liability for investigatory costs, cleanup costs, governmental
response costs, natural resources damages, property damages, personal injuries,
or penalties) arising out of, based on or resulting from (a) the presence, or
release into the environment, of any Material or Environmental Concern at any
location, whether or not owned or operated by the Company or any of its
Subsidiaries or (b) circumstances forming the basis of any violation, or
alleged violation, of any Environmental Law.


“Environmental Laws”
means all federal, state and local Laws relating to pollution or protection of
human health, safety, or the environment (including, without limitation,
ambient air, surface water, ground water, land surface or subsurface strata),
including, without limitation, Laws relating to emissions, discharges, releases
or threatened releases of Materials of 



 3
 








 


Environmental Concern, or
otherwise relating to the manufacture, processing, distribution, use,
treatment, storage, disposal, transport or handling of Materials of
Environmental Concern.


“ERISA” means
the Employee Retirement Income Security Act of 1974, as amended.


“ERISA Affiliate”
means any entity which is (or at any relevant time was) a member of a “controlled
group of corporations” with, under “common control” with, or a member of an “affiliated
service group” with the Company as defined in Section 414(b), (c), (m) or (o)
of the Code, or under “common control” with the Company, within the meaning of
Section 4001(b)(1) of ERISA.


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder.


“Financial Statements”
means  the audited balance sheets and
statements of operations, stockholder’s equity and cash flows of the Company and
its Subsidiaries as of and for the fiscal years ended July 31, 2005 and July
30, 2006.


“GAAP” means
United States generally accepted accounting principles in effect at the time in
question.


“Governmental Agency”
means any federal, state or local governmental body or other regulatory or
administrative agency or commission.


“GSRP” means
Grand Summit Resort Properties, Inc., an indirect wholly owned subsidiary of
ASC.


“GSRP Deed”
means the Deed of Trust, Assignment of Rents and Security Agreement dated September
15, 2000, recorded at Reception No. 533325, that secures the GSRP Note.


“GSRP Note”
means the $6.5 million promissory note dated September 15, 2000, issued by The
Steamboat Grand Resort Hotel Condominium Association, Inc. in favor of GSRP.


“Hotel” means
the Steamboat Grand Resort Hotel at Steamboat, Colorado, located at the Resort.


“HSR Act” means
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.



 4
 








 


“Income Accretion Amount” means, (A) for any
Week: (1) the product of (i) 9% multiplied by (ii) the Adjusted Purchase Price
for the previous Week, and (2) divided by 52, and (B) for any stub period
between the preceding Sunday and the Closing Date: (i) 9% multiplied by (ii)
the Adjusted Purchase Price for the previous Week, (iii) divided by 364, and
(iv) multiplied by the number of days in such stub period.


“Indebtedness”
means (i) any liability, contingent or otherwise, of the Company (a) for
borrowed money (whether or not the recourse of the lender is to the whole of
the assets of the Company or only to a portion thereof) or (b) evidenced by a
note, debenture or similar instrument or letter of credit (including a purchase
money obligation or other obligation relating to the deferred purchase price of
property); (ii) any liability of others of the kind described in the preceding
clause (i) which the Company has guaranteed or which is otherwise its legal
liability; (iii) any monetary obligation secured by a lien to which the
property or assets of the Company is subject, whether or not the obligations
secured thereby shall have been assumed by it or shall otherwise be its legal
liability, but not including Liens of the nature described in clauses (ii) and
(iii) of the definition of “Permitted Exceptions”; and (iv) all capitalized
lease obligations of the Company.  In no
event shall Indebtedness include trade payables or operating lease obligations,
provided the same are properly disclosed in the Financial Statements or
incurred in the ordinary course of business after the Base Balance Sheet Date.


“Initial Purchase Price” means $265,000,000.


“Intellectual Property”
means all intellectual property and industrial property rights of any kind or
nature, including all U.S. and foreign (i) patents, patent applications, patent
disclosures, and all related continuations, continuations-in-part, divisionals,
reissues, re-examinations, substitutions, and extensions thereof, (ii)
trademarks, service marks, names, corporate names, trade names, domain names,
logos, slogans, trade dress, and other similar designations of source or
origin, together with the goodwill symbolized by any of the foregoing, (iii)
copyrights and copyrightable subject matter, (iv) rights of publicity, (v)
computer programs (whether in source code, object code, or other form),
algorithms, databases, compilations and data, technology supporting the
foregoing, and all documentation, including user manuals and training
materials, related to any of the foregoing (“Software”), (vi) trade secrets and
all other confidential information, know-how, inventions, proprietary
processes, formulae, models, and methodologies, (vii) rights of privacy and
rights to personal information, (viii) telephone numbers and Internet protocol
addresses, and (ix) all rights in the foregoing and in other similar intangible
assets, (x) all applications and registrations for the foregoing, and (xi) all
rights and remedies against past, present, and future infringement,
misappropriation, or other violation thereof.


“Interim Financial
Statements” means the unaudited balance sheet and statements of
operations, stockholder’s equity and cash flows as of and for the three month
period ended October 29, 2006.



 5
 








 


“Judgment” means
any judgment, ruling, writ, injunction, order, arbitral award or decree issued
by a court of competent jurisdiction.


“Knowledge of the Company”
(and any similar phrases as they relate to the Company) means the existing
actual knowledge of Christopher Diamond, Andrew Wirth, Laurie Good, Doug Allen,
Mike DeGroff, Jim Schneider, Mike Lomas, Trish Sullivan, Stan Hansen, B.J.
Fair, Betsy Wallace, Randy Howie, Walter Frank and Foster Stewart.


“Law” means any
Judgment, law, statute, rule or regulation of any Governmental Agency.


“Lease” means
any lease, sublease, license, or similar occupancy right in real or personal
property.


“Lien” means any
lien, encumbrance, security interest (whether or not the subject of a UCC
financing statement), charge, mortgage, UCC financing statement, right of first
offer, right of first refusal, collateral assignment or pledge of any nature
whatsoever which encumbers or affects the Stock, the Company and/or any of the
Company’s assets.


“Litigation”
means any arbitration, action, suit, claim, proceeding, investigation or
written inquiry by or before any Governmental Agency, court or arbitrator.


“Material Adverse Effect”
means a material adverse effect upon the results of operations, properties,
assets, liabilities or financial condition of the business of a specified
Person and its Subsidiaries taken as a whole; provided, however,
that “Material Adverse Effect” shall not include any change, effect, condition,
event or circumstance (collectively, “Events”) arising out of, or
attributable to (i) general economic conditions, changes, effects, events or
circumstances, except to the extent such Events disproportionately affect such
specified Person and its Subsidiaries, (ii) changes, effects, conditions,
events or circumstances that generally affect the ski, resort or hospitality
industries, except to the extent such Events disproportionately affect such
specified Person and its Subsidiaries, (iii) in the case of the Company, any
effect which the financial condition of ASC may have on the terms and
conditions on which inventory or other assets are purchased by the Company
(provided that such effect will be taken into account for purposes of this
definition of Material Adverse Effect only to the extent such effect would
reasonably be expected to have a material adverse effect (taking into account
the reasonably expected duration of said effect) on the Company following the
Closing), (iv) any bankruptcy or insolvency of, or any other event affecting
the service of, any airline conducting business at any airport servicing the
Resort, or any reduction in or elimination of service by any such airline (or any
announcement that any such reduction or elimination is to occur), (v) any acts
of terrorism or acts of war, whether occurring within or outside the United
States, or any effect of any such acts on general economic or other conditions,
except to the extent such Events disproportionately affect such specified
Person and its Subsidiaries, (vi) any climatic or weather condition, except to
the extent of any damage or destruction of the assets of such specified Person
or its Subsidiaries 


 



 6
 








 


which has a material and
adverse effect on such Person and its Subsidiaries and which is caused by such
damage or destruction, (vii) any delay of completion of (a) the Company’s
2006/2007 capital expenditure program, or (b) planned construction activities
at the Yampa Valley Regional Airport or (viii) changes arising from the
consummation of the transactions contemplated hereby or the announcement of the
execution of this Agreement.


“Materials of Environmental
Concern” means chemicals, pollutants, contaminants, wastes, toxic
substances, hazardous substances, radioactive materials, asbestos, petroleum
and petroleum products.


“Multiemployer Plan”
means an employee pension benefit plan, as defined in Section 3(37) of ERISA,
to which the Sellers or any of their ERISA Affiliates contribute, have
contributed, are obligated to contribute or have been obligated to contribute.


“Outstanding Indebtedness”
means the aggregate outstanding principal balance of, and accrued and unpaid
interest on, all Indebtedness of the Company, calculated as of the close of
business on the day immediately preceding the Closing Date, but not including
the Capital Leases, the WPA Debt, Indebtedness reflected in or secured by any
letter of credit listed on Section 8.6 of the Seller Disclosure Letter
or the ASC-Level Financings.


“Permitted Exceptions”
means (i) Liens disclosed on any balance sheet included in the Financial
Statements or securing liabilities reflected therein (provided that Liens
securing the financings described in Section 
1.1(b) of the Seller Disclosure Letter (the “ASC-Level Financings”) shall not be Permitted
Exceptions); (ii) Liens for taxes, assessments and similar charges that are not
yet due and payable; (iii) mechanic’s, materialman’s, carrier’s, repairer’s and
other similar Liens imposed by applicable Law arising or incurred in the
ordinary course of business (but only to the extent the obligations secured by
such Liens are reflected in Working Capital); (iv) easements, rights-of-way,
restrictions and other similar charges or encumbrances the existence of which
do not materially adversely detract from the value of the property affected by
such encumbrances(s) and do not materially interfere with the operation of the
Company’s or any of its Subsidiaries’ respective businesses as currently
conducted; (v) Liens or other encumbrances that would be disclosed by an
accurate survey of the Real Property provided that the same do not materially
adversely detract from the value of the property affected by such
encumbrance(s) and do not materially interfere with the operation of the
Company’s or any of its Subsidiaries’ respective businesses as currently
conducted; (vi) applicable zoning regulations and ordinances, and building,
health and other applicable laws or ordinances; and (vii) any exceptions to
title set forth in any subsection of Section 3.16 of the Seller
Disclosure Letter.


“Person” means
an individual, a corporation, a limited liability company, a partnership, an
unincorporated association, a joint venture, a Governmental Agency or any other
entity.


“Prime Rate” means the prime rate of Citibank
N.A., in effect on the applicable date.



 7















 


“Related Documents”
means (i) the CORIS and WRMS License Agreement and (ii) all other agreements,
instruments and certificates described in or contemplated by this Agreement or
reasonably requested by either the Purchasers or the Sellers that are to be executed
and delivered in connection with the transactions contemplated hereby,
including, without limitation, good standing certificates, incumbency
certificates and secretary certificates for the parties and Subsidiaries of the
Company.


“Resort” means
the mountain resort operated by the Company known as Steamboat Ski Resort
located in Steamboat Springs, Colorado.


“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations
thereunder.


“Seller Disclosure Letter”
means the disclosure letter prepared by the Sellers, dated as of the date
hereof, and delivered by the Sellers to the Purchasers.


“Subsidiary” of
any specified Person means any other Person (i) as to which more than 50% of
its outstanding shares or securities representing the right to vote for the
election of directors or other managing authority of such other Person are
owned or Controlled, directly or indirectly, by such specified Person, but such
other Person shall be deemed to be a Subsidiary only so long as such ownership
or Control exists, or (ii) which does not have outstanding shares or securities
with such right to vote, as may be the case in a partnership, limited liability
company, joint venture or unincorporated association, but more than 50% of
whose ownership interest representing the right to make the decisions for such
other Person is owned or Controlled, directly or indirectly, by such specified
Person, but such other Person shall be deemed to be a Subsidiary only so long
as such ownership or Control exists.


“Taxes” means
all taxes, charges, fees, duties or levies, imposed by any federal, state or
local taxing authority, including federal, state or local income, profits,
franchise, gross receipts, environmental, customs duty, severances, stamp,
payroll, sales, use, intangibles, employment, unemployment, disability,
property, withholding, backup withholding, excise, production, occupation,
service, service use, leasing and lease use, ad valorem, value added,
occupancy, transfer, and other taxes, of any nature whatsoever, together with
all interest, penalties and additions imposed with respect to such amounts and
any interest in respect of such penalties and additions.


“Tax Returns”
means all returns and reports, information returns, or payee statements (including,
elections, declarations, filings, forms, statements, disclosures, schedules,
estimates and information returns) required to be supplied to a Tax authority
relating to Taxes.



 8
 









 


“Title Commitments” shall mean the title
commitments issued by the Title Company in the form attached as Exhibit B
attached hereto.


“Title Company” means Transnation Title
Insurance Company, an affiliate of LandAmerica Financial Group, Inc.


“Tramway Authorities”
means the Colorado Passenger Tramway Safety Board and the USFS pursuant to
Section 7300 of the USFS Manual.


“Unleveraged Cash Flow” means, for any period,
(i) EBITDA of the Company for such period, less (ii) the Capital Expenditures
of the Company of such period.


“WARN Act” means
the Worker Adjustment and Retraining Notification Act, as amended.


“Week” means a
period of seven days ending on Sunday at 11:59 p.m. Mountain Time.


“Working Capital”
means, as of any date of determination, the Company’s current assets (excluding
prepaid general liability, umbrella, excess liability, commercial property and
related coverages, boiler and machinery, crime and commercial automobile
insurance and any accounts receivable owing from ASC or any of its Affiliates
and deferred tax assets) less the sum of (i) the Company’s current liabilities
(excluding Indebtedness and any accounts payable owing to ASC or any of its
Affiliates and deferred tax liabilities), each as determined in a manner
consistent with GAAP), plus (ii) all indebtedness attributable to Capital
Leases, calculated as of the Closing Date, plus (iii) the outstanding principal
amount of the WPA Debt, and any accrued but unpaid interest thereon, calculated
as of the Closing Date, plus (iv) an amount equal to any payment of
principal on the GSRP Note between October  29, 2006 and the Closing Date
other than in accordance with the existing amortization schedule of the GSRP
Note, which is attached hereto as Exhibit C.


“WPA” means
Walton Pond Apartments, Inc., a Delaware corporation and a majority owned
subsidiary of the Company.


“WPA Debt” means
the outstanding indebtedness of WPA.



 9
 









 


1.2           Other Capitalized Terms.  The following capitalized terms are defined
in the following Sections of this Agreement:


	
  Term

  	
   

  	
  Section

  
	
   

  	
   

  	
   

  
	
  Agreement

  	
   

  	
  Preamble

  
	
  ASC

  	
   

  	
  Preamble

  
	
  ASC-Level
  Financings

  	
   

  	
  1.1

  
	
  Assignments

  	
   

  	
  7.6

  
	
  Base Balance
  Sheet

  	
   

  	
  1.1

  
	
  Base Balance
  Sheet Date

  	
   

  	
  1.1

  
	
  Buyer

  	
   

  	
  Preamble

  
	
  Capital Program

  	
   

  	
  3.7

  
	
  Company

  	
   

  	
  Preamble

  
	
  Company Plans

  	
   

  	
  3.15(a)

  
	
  Company Subject
  Matter

  	
   

  	
  9.3

  
	
  Contest

  	
   

  	
  11.5(b)

  
	
  CPA-Determined
  Differences

  	
   

  	
  2.3(e)(ii)

  
	
  CPA Firm

  	
   

  	
  2.3(e)(ii)

  
	
  Current Plan
  Year

  	
   

  	
  5.2(b)

  
	
  Differences

  	
   

  	
  2.3(d)(ii)

  
	
  Disagreement
  Notice

  	
   

  	
  2.3d

  
	
  Employees

  	
   

  	
  5.1

  
	
  Enforceability
  Exceptions

  	
   

  	
  3.4

  
	
  Estimated
  Working Capital Amount

  	
   

  	
  2.3(a)

  
	
  FCC

  	
   

  	
  3.6

  
	
  Final Adjustment
  Certificate

  	
   

  	
  2.3(c)

  
	
  Final Working
  Capital Amount

  	
   

  	
  2.3(c)

  
	
  GSRP

  	
   

  	
  1.1

  
	
  Indemnifiable
  Losses

  	
   

  	
  10.2

  
	
  Insurance
  Policies

  	
   

  	
  3.11(a)

  
	
  Intellectual
  Property

  	
   

  	
  1.1

  
	
  Interim
  Financial Statements

  	
   

  	
  1.1

  
	
  Interim Period

  	
   

  	
  11.1(a)

  
	
  KIC

  	
   

  	
  9.12

  
	
  KIC Interest

  	
   

  	
  9.12

  
	
  Leased Real
  Property

  	
   

  	
  3.16(a)

  
	
  Nonqualified
  Deferred Compensation Plan

  	
   

  	
  3.15(j)

  
	
  Other ASC
  Resorts

  	
   

  	
  5.1

  
	
  Owned Real
  Property

  	
   

  	
  3.16(a)

  
	
  Parent

  	
   

  	
  Preamble

  
	
  Plans

  	
   

  	
  3.15(a)

  
	
  Pre-Closing
  Periods

  	
   

  	
  11.1(a)

  
	
  Purchase Price

  	
   

  	
  2.1

  
	
  Purchasers

  	
   

  	
  Preamble

  
	
  Purchaser
  Indemnitees

  	
   

  	
  10.2

  
	
  Purchaser Trade
  Names

  	
   

  	
  9.6(b)

  
	
  Real Property

  	
   

  	
  3.16(a)

  
	
  Real Property
  Leases

  	
   

  	
  3.16(a)

  
	
  Representatives

  	
   

  	
  9.3

  



 



 10
 









 


	
  Term

  	
   

  	
  Section

  
	
  Resolved
  Objections

  	
   

  	
  2.3(e)(i)

  
	
  Resort

  	
   

  	
  1.1

  
	
  Review Period

  	
   

  	
  2.3(d)

  
	
  SEC

  	
   

  	
  9.4(e)

  
	
  Section
  338(h)(10) Election

  	
   

  	
  11.7(a)

  
	
  Seller
  Indemnitees

  	
   

  	
  10.3

  
	
  Seller LCs

  	
   

  	
  8.6

  
	
  Sellers

  	
   

  	
  Preamble

  
	
  Seller Trade
  Names

  	
   

  	
  9.6(a)

  
	
  Software

  	
   

  	
  1.1

  
	
  Stock

  	
   

  	
  Preamble

  
	
  Straddle Contest

  	
   

  	
  11.5c

  
	
  Surveyor
  Certificate

  	
   

  	
  3.16(f)

  
	
  Tax Indemnifying
  Party

  	
   

  	
  11.1(a)

  
	
  Tax Notice

  	
   

  	
  11.5(a)

  
	
  US Forest
  Service Permit

  	
   

  	
  3.16(c)

  
	
  USFS

  	
   

  	
  3.6

  
	
  WPA
  Stockholder’s Agreement

  	
   

  	
  9.12

  



 


ARTICLE II


CALCULATION OF PURCHASE PRICE AND PAYMENT


2.1           Sale and Purchase of Stock.  At the Closing, upon the terms and subject to
the conditions of this Agreement, ASC shall sell to the Buyer, and the Buyer
shall purchase from ASC, the Stock.  The
aggregate purchase price for the Stock shall be $265,000,000 (as it may be
further adjusted pursuant to Section 2.3, the “Purchase
Price”).


2.2           Payment at the Closing.


(a)           Payments
by the Purchasers. At the Closing, the Purchasers shall pay the Purchase
Price by wire transfer of immediately available funds to ASC.


(b)           Payments
by the Sellers.  Immediately prior to
the Closing, the Sellers shall repay in full (or shall request in writing at
least three Business Days prior to the Closing that the Purchasers apply a
portion of the Purchase Price to such payment),(i) the outstanding principal
amount of the Outstanding Indebtedness, and any accrued and unpaid interest
thereon, calculated as of the close of business on the day immediately
preceding the Closing Date and (ii) all fees and expenses of the Company’s
legal, accounting, and financial advisors (including brokers and investment
bankers) related to this Agreement or the transactions contemplated hereby, and
all other amounts then owed to any of the foregoing by the Company as of the
Closing Date.



 11
 









 


2.3           Income Adjustment and Working
Capital Adjustments.  The Purchase
Price shall be adjusted as follows:


(a)           Income
Adjustment.  The “Purchase Price
Income Adjustment” shall mean the amount calculated by subtracting the
aggregate Unleveraged Cash Flow from and including October 30, 2006 to the
close of business on the day preceding the Closing Date from the aggregate
Income Accretion Amount from and including October 30, 2006 to the Closing
Date.  No later than the fourth Business
Day prior to the close of business on the day preceding the Closing Date, the
Sellers shall prepare and deliver to the Purchasers an officer’s certificate,
certifying as to the estimated Purchase Price Income Adjustment as of the
Sunday prior to the Closing Date (the “Estimated Income Adjustment Amount”),
which certificate shall be accompanied by a statement of the EBITDA, Capital
Expenditures, Unleveraged Cash Flow and Income Accretion Amount of the Company
from and including October 30, 2006 through the Sunday prior to the Closing
Date, to be prepared from the books and records of the Company in accordance
with GAAP, where applicable, and in a manner consistent with the preparation of
the Financial Statements; provided, that for purposes of the Estimated
Income Adjustment Amount, the Unleveraged Cash Flow for the week ending on the
Sunday prior to the Closing Date shall be the projected Unleveraged Cash Flow
for such period as set forth on Exhibit 2.3(a) attached hereto.  A representative calculation of the Estimated
Income Adjustment Amount is attached hereto as Exhibit 2.3(a). The
Purchase Price payable at the Closing shall be increased or decreased, on a
dollar for dollar basis, by the Estimated Income Adjustment Amount.


(b)           Working
Capital Adjustment.  No later than
the fourth Business Day prior to the Closing Date, the Sellers shall prepare
and deliver to the Purchasers an officer’s certificate, certifying as to the
estimated Working Capital as of the close of business on the day preceding the
Closing Date (the “Estimated Working Capital Amount”),
which certificate shall be accompanied by a statement of the Estimated Working
Capital Amount prepared from the books and records of the Company in accordance
with GAAP and in a manner consistent with the preparation of the Financial
Statements.  The Purchase Price payable
at the Closing shall be increased, on a dollar for dollar basis, to the extent
the Estimated Working Capital Amount is greater than negative $4,000,000.00, or
decreased on a dollar for dollar basis, to the extent the Estimated Working
Capital Amount is less than negative $4,000,000.00.


(c)           As soon as
practicable, but in any event within 90 days after the Closing Date, the
Purchasers shall cause to be prepared and delivered to ASC a statement (the “Final
Adjustment Certificate”) certifying the amount of Company’s Working Capital
as of the close of business on the day preceding the Closing Date (the “Final
Working Capital Amount”) and the amount of the Purchase Price Income
Adjustment as of the close of business on the day preceding the Closing Date
(the “Final Income Adjustment Amount”), prepared from the books and
records of the Company in accordance with GAAP, as applicable, and in a manner
consistent with the preparation of the Financial Statements.  The Final Adjustment Certificate shall
certify the amount payable by the Purchasers to ASC, or by ASC to the
Purchasers, pursuant to Section 2.3(f).



 12
 









 


(d)           Upon
receipt of the Final Adjustment Certificate, ASC shall have the right during
the succeeding 30-day period (the “Review Period”) to examine the Final
Adjustment Certificate, and all books and records used to prepare such Final
Adjustment Certificate.  If ASC disagrees
with the Purchasers’ determination of the Final Working Capital Amount or Final
Income Adjustment Amount, it shall so notify the Purchasers in writing (such
notice, a “Disagreement Notice”) on or before the last day of the Review
Period, which Disagreement Notice shall set forth a specific description of ASC’s
disagreement and the amount of the adjustment to the Final Working Capital
Amount or Final Income Adjustment Amount which ASC believes should be
made.  If no Disagreement Notice is
delivered within the Review Period, the Final Adjustment Certificate shall be
deemed to have been accepted by the parties hereto.  The Purchasers will, and will cause the
Company to, provide ASC full access (during normal business hours and upon
reasonable notice) to the books, ledgers, files, reports and operating records
of the Company and the then current employees of the Company, and cooperate and
assist ASC in evaluating the Final Adjustment Certificate.


(e)           Dispute
Resolution.


(i)            In the
event that a Disagreement Notice is delivered in accordance with Section
2.3(d), the Purchasers and ASC shall attempt to resolve the objections set
forth therein within 30 days of receipt of such Disagreement Notice.  The objections set forth in the Disagreement
Notice that are resolved by the Purchasers and ASC in accordance with this
Section 2.3(e)(i) shall collectively be referred to herein as the “Resolved
Objections.”  The Final Working
Capital Amount and the Final Income Adjustment Amount shall be adjusted to
reflect any Resolved Objections.


(ii)           If the
Purchasers and ASC are unable to resolve all the objections set forth in the
Disagreement Notice within such 30-day period, they shall jointly appoint
PricewaterhouseCoopers (or any other major accounting firm mutually agreed upon
by ASC and the Parent) within five days of the end of such 30-day period (the “CPA
Firm”).  The CPA Firm, acting as
experts and not as arbitrators, shall review the objections set forth in the
Disagreement Notice that are not Resolved Objections (collectively, the “Differences”).  The CPA Firm shall determine, based on the
requirements set forth in this Section 2.3 and only with respect to Differences
submitted to the CPA Firm, whether and to what extent the Final Working Capital
Amount and the Final Income Adjustment Amount requires adjustment so as to be
calculated in accordance with this Agreement. 
The CPA Firm shall be instructed to make its determination within 15
days after its appointment.  The fees and
disbursements of the CPA Firm shall be borne by ASC and the Purchasers as is
appropriate to reflect the relative fault of each in connection with the
disputed items.  The Purchasers and ASC
shall, and the Purchasers shall cause the Company to, provide to the CPA Firm
full cooperation.  The CPA Firm’s
resolution of the Differences shall be conclusive and binding upon the parties,
except in the case of manifest error. 
The Differences as resolved by the CPA Firm in accordance with this
Section 2.3(e)(ii) shall collectively be referred to herein as the “CPA-Determined



 13
 









 


Differences.” 
The Final Working Capital Amount and the Final Income Adjustment Amount
shall be adjusted to reflect any CPA-Determined Differences.


(f)            To the
extent that the Final Working Capital Amount or Final Income Adjustment Amount
set forth in the Final Adjustment Certificate (as adjusted in accordance with any
Resolved Objections and CPA-Determined Differences) differs from the Estimated
Working Capital Amount or Estimated Income Adjustment Amount, respectively, the
adjustment to the Purchase Price initially made pursuant to Sections 2.3(a) and
2.3(b) shall be recalculated by the parties in accordance with Sections 2.3(a)
and 2.3(b) by using the Final Working Capital Amount or Final Income Adjustment
Amount, in lieu of the Estimated Working Capital Amount or Estimated Income
Adjustment Amount, respectively.


(g)           On the
fifth day following (or, if not a Business Day, on the next Business Day) the
latest to occur of (x) the 30th day following receipt by ASC of the Final
Adjustment Certificate, (y) the resolution by the Purchasers and ASC of all
objections set forth in the Disagreement Notice, if any, and (z) the resolution
by the CPA Firm of all Differences, if any, the recalculation required by
Section 2.3(f) shall be made and the Purchasers shall pay to ASC the amount of
any increase in the Purchase Price beyond that received by ASC at the Closing,
or ASC shall return to the Purchasers the excess amount of the Purchase Price
initially received by ASC at the Closing, in each case together with all
interest thereon at an annual rate equal to the Prime Rate from the Closing
Date until the date paid pursuant to this Section 2.3.  Such payment shall be made (i) in the case of
a payment to the Purchasers, by ASC by wire transfer of immediately available
funds to a bank account or accounts designated by the Purchasers and (ii) in
the case of a payment to ASC, by the Purchasers by wire transfer of immediately
available funds to a bank account or accounts designated by ASC.


ARTICLE III


REPRESENTATIONS AND WARRANTIES OF

THE SELLERS


The Sellers jointly and severally represent and
warrant to the Purchasers as follows:


3.1           Organization and Qualification.


(a)           The
Company has previously delivered to or made available to the Purchasers, prior
to the date hereof, a complete and correct copy of: the Certificate of
Incorporation and bylaws (or similar organizational documents) of the Company
and each Subsidiary, as each of the same may have been amended, each of which
is in full force and effect.  Each of the
Company and WPA is a corporation duly formed, validly existing and in good standing
under the laws of the State of Delaware and has all requisite power and
authority to carry on its business as presently owned or conducted.  The Company and its Subsidiaries are in 



 14
 









 


good standing as foreign corporations
and are duly qualified to transact business in the State of Colorado.


(b)           ASC has
previously delivered to or made available to the Purchasers, prior to the date
hereof, complete and correct copies of its Certificate of Incorporation and
bylaws, as each of the same may have been amended, each of which is in full
force and effect.  ASC is a corporation
duly formed, validly existing and in good standing under the laws of Delaware
and has all requisite power and authority to own, lease and operate its
properties and carry on its business as presently owned or conducted; provided,
however, that no representation is made as to the qualification of ASC
in any jurisdiction other than its state of incorporation.


3.2           Title to the Stock.  ASC owns, and as of the Closing Date, will
own beneficially and of record, free and clear of any Lien with full right,
power and authority to transfer, convey and deliver, the Stock and, upon
delivery of and payment for the Stock at the Closing as herein provided, ASC
will convey to the Purchasers good and valid title thereto, free and clear of
any Lien.  The Stock consists of all of
the issued and outstanding capital stock in the Company.  Except for the rights of Purchasers under
this Agreement, there is no outstanding right, warrant, subscription, call,
preemptive right, option or other agreement or outstanding offer of any kind to
sell, purchase, encumber or otherwise convey, transfer, encumber or dispose of
any right, title and/or interest in and to the Stock and there is no
outstanding debt or security which is convertible into same, and no other
Person has any legal, beneficial or equitable right, title or interest in
and/or to the Stock.


3.3           Subsidiaries.  Except as set forth on Section 3.3(a) of
the Seller Disclosure Letter, which sets forth the number and type of
outstanding equity securities of each Subsidiary and a list of the holders
thereof, the Company has no Subsidiaries and does not directly or indirectly
own or have any investment in the capital stock of, or other propriety interest
in, any Person.  Except as set forth on Section
3.3(b) of the Seller Disclosure Schedule, there is no outstanding right,
warrant, subscription, call, preemptive right, option or other agreement or
outstanding offer of any kind to sell, purchase, encumber or otherwise convey,
transfer, encumber or dispose of any right, title and/or interest in and to the
equity of any Subsidiary of the Company and there is no outstanding debt or
security which is convertible into same, and no other Person has any legal,
beneficial or equitable right, title or interest in and/or to such equity.


3.4           Binding Obligation.  The Sellers have all requisite corporate
authority and power to execute and deliver this Agreement and the Related
Documents to be executed by them in connection herewith.  This Agreement has been, and such Related
Documents will be at the Closing, duly and validly authorized by all required
corporate or stockholder action on the part of the Sellers and no other
corporate or stockholder proceedings on the part of any of them are necessary
to authorize this Agreement or the Related Documents.  This Agreement has been duly executed and
delivered by the Sellers and, assuming that this Agreement constitutes a legal,
valid and binding obligation of the Purchasers, constitutes the legal, valid
and binding obligation of the Sellers, enforceable against them in accordance
with its terms, except to the extent that the enforceability thereof may be
limited by:  (i) applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium or similar laws
from time to time in effect affecting 



 15
 









 


generally the enforcement of creditors’ rights and
remedies; and (ii) general principles of equity (the exceptions set forth in
(i) and (ii), the “Enforceability Exceptions”).


3.5           No Default or Conflicts.  The execution and delivery of this Agreement
and the Related Documents by the Sellers and the performance by them of their
respective obligations hereunder and thereunder (a) does not and will not
result in any violation of, or breach or default under the Certificate of
Incorporation or bylaws (or equivalent organizational documents) of ASC or the
Company or any of its Subsidiaries; (b) assuming compliance with the matters
referred to in Section 3.6, does not and will not violate nor result in a
breach or default under any existing applicable Law material to the business of
the Company or any of its Subsidiaries or any Judgment of any Governmental
Agency having jurisdiction over any of the Sellers or the Company or any of
their respective Subsidiaries or their or any of their respective Subsidiaries’
properties in any material respect; (c) does not and will not result in the
imposition of any Lien upon any of the assets of ASC, the Company or any of
their respective Subsidiaries; and (d) does not and will not conflict with,
result in a breach of, constitute (with or without due notice or lapse of time
or both) a default under, result in the acceleration of obligations under,
create in any party the right to terminate, modify or cancel any Contract to
which ASC, the Company or any of their respective Subsidiaries is a party or by
which ASC, the Company or any of their respective Subsidiaries is bound or to
which any of their respective assets is subject, except, with respect to clause
(c) (but only with respect to Liens upon any of the assets of ASC or its
Subsidiaries (excluding the Company and its Subsidiaries)) and clause (d), for
any such conflicts, breaches, defaults and other occurrences which,
individually or in the aggregate, would not materially and adversely affect,
impede or delay the Sellers’ ability to consummate the transactions
contemplated by this Agreement and the Related Documents (in accordance with
the terms of this Agreement) or which would not reasonably be expected to
result in a Material Adverse Effect.


3.6           No Governmental Authorization or
Consent Required.  Except as set
forth on Section 3.6 of the Seller Disclosure Letter and except for
compliance with any applicable requirements of the HSR Act, the United States
Forest Service (the “USFS”) and the Federal Communications Commission
(the “FCC”), no authorization or approval
or other action by, and no notice to or filing with, any Governmental Agency
will be required to be obtained or made by any of ASC or the Company or any of
their respective Subsidiaries in connection with the due execution and delivery
by ASC or the Company of this Agreement and the consummation by such Person of
the transactions contemplated hereby, other than such authorizations,
approvals, notices or filings with any Governmental Agency that, if not
obtained or made, would not materially and adversely affect, impede or delay
the Sellers’ ability to consummate the transactions contemplated by this
Agreement and the Related Documents (in accordance with the terms of this
Agreement) or which would not reasonably be expected to result in a Material
Adverse Effect.


3.7           Financial Statements.  The Financial Statements and the Interim
Financial Statements fairly present, in all material respects, the financial
position of the Company and its Subsidiaries, the results of operations,
stockholder’s equity and cash flows for the periods indicated, all in
conformity with GAAP applied on a consistent basis (except, in the case of the
Interim Financial Statements, for the absence of footnotes and year end
adjustments).  The Financial Statements
and the Interim Financial Statements have been accurately derived from the 



 16
 









 


books and records of the Company and its
Subsidiaries.  Neither the Company nor
any of its Subsidiaries have any material indebtedness, obligations or other
liabilities of a kind required to disclosed in its financial statements under
GAAP other than those (i) fully reflected in, reserved against or otherwise
described in the Base Balance Sheet; (ii) incurred in the ordinary course of
business since the Base Balance Sheet Date (including work in progress on
capital expenditures which are contemplated by the capital expenditures program
set forth on Section 3.7(b) of the Seller Disclosure Letter (the “Capital
Program”)) or (iii) set forth on Section 3.7(a) of the Seller Disclosure
Letter.


3.8           Powers of Attorney.  Except as set forth on Section 3.8 of
the Seller Disclosure Letter, neither the Company nor any of its Subsidiaries
have any material outstanding revocable or irrevocable powers of attorney or
similar authorizations issued to any individual who is not one of the Company’s
employees or officers.


3.9           Brokers.  Except as set forth on Section 3.9 of
the Seller Disclosure Letter, no broker, finder, agent, investment banker,
financial advisor or similar Person has acted for or on behalf of the Company
or ASC in connection with this Agreement or the transactions contemplated
hereby (an “ASC Broker”), and no broker, finder, agent, investment banker,
financial advisor or similar Person is entitled to any broker’s, finder’s,
financial advisor’s or similar fee or other commission in connection therewith
based on any agreement, arrangement or understanding with the Company or ASC or
any action taken by any such Person.


3.10         Compliance with Laws.  As of the date hereof, except as set forth in
Section 3.10(i) of the Seller Disclosure Letter, no investigation or
material review by any Governmental Agency with respect to the Company or any
of its Subsidiaries is pending or, to the Knowledge of the Company,
threatened.  To the Knowledge of the
Company, except as set forth in Section 3.10(ii) of the Seller
Disclosure Letter, neither ASC, the Company nor any of their respective
Subsidiaries, has received any notice or communication of any noncompliance by
the Company or its Subsidiaries in any material respect with any applicable
Laws, including without limitation any applicable Laws with respect to employee
housing, affordable housing and day skier parking facilities and  the Laws and standards of any Tramway
Authorities, that has not been cured as of the date hereof.  Except as set forth on Section 3.10(iii)
of the Seller Disclosure Letter, each of the Company and its Subsidiaries is
currently conducting, and has at all times since December 31, 2003 conducted,
their respective businesses in compliance in all material respects with all
applicable Laws.


3.11         Insurance.


(a)           Section
3.11(a) of the Seller Disclosure Letter sets forth as of the date hereof a
description of each insurance policy (the “Insurance
Policies”) of the Company and its Subsidiaries.  Except as noted on Section 3.11(a) of
the Seller Disclosure Letter and as of the date hereof, (i) all Insurance
Policies are in full force and effect and all premiums due and payable
thereunder have been paid in full and will not in any way be adversely affected
by, or terminate or lapse by reason of, the transactions contemplated by this
Agreement, (ii) there are no pending claims in excess of $50,000 under any
Insurance Policy as to which the respective 



 17
 









 


insurers have denied coverage and
(iii) since July 30, 2003, the Company and its Subsidiaries have been fully
insured for worker’s compensation claims. 
Neither of the Sellers nor any Subsidiary of the Company has received
any notice from any insurance company of such insurance company’s intention not
to renew any such Insurance Policy applicable to the Company or materially
increase the premiums thereunder beyond such premiums currently in effect.


(b)           Section
3.11(b) of the Seller Disclosure Letter sets forth a true and correct list
of any pending worker’s compensation claims not covered by insurance.


3.12         Litigation.  Except as disclosed on Section 3.12 of
the Seller Disclosure Letter, there is no Litigation pending or, to the
Knowledge of the Company, threatened against either of the Sellers or their
respective properties or assets that, with respect to each such Litigation (a)
in the case of the Company and its Subsidiaries (i) is not fully covered by
insurance or (ii) is covered by insurance and would reasonably be expected to
result in a liability to the Company in excess of $50,000 individually or
$150,000 in the aggregate for all such Litigation or (b) in the case of ASC,
would reasonably be expected to result in a material and adverse effect on ASC’s
ability to consummate the transactions contemplated by this Agreement.  Except as set forth on Section 3.12 of
the Seller Disclosure Letter, neither the Company nor any Subsidiary is subject
to any material order, Judgment, injunction or decree of any Governmental
Agency.


3.13         Approvals.  The Company and its Subsidiaries have in full
force and effect all material Approvals necessary for the operation of the
business of the Company and its Subsidiaries as presently conducted (including
for this purpose any Approvals necessary for any development or construction
activity that has been commenced with respect to any Real Property, or
otherwise to the extent required by applicable Law).  Since December 31, 2003, except as set forth
on Section 3.13(a) of the Seller Disclosure Letter, the Company and its
Subsidiaries have been in substantial compliance with the terms of each
Approval and has not received written notice of any material default under any
such Approval.  Except as set forth on Section
3.13(b) of the Seller Disclosure Letter, to the Knowledge of the Company,
no suspension or cancellation of any such Approval is threatened and there is
no basis for believing that any such Approval will not be renewable upon
expiration.  To the Knowledge of the
Company, Section 3.13(c) of the Seller Disclosure Letter, sets forth a
list of all material Approvals required for the operation of the business of
the Company and its Subsidiaries as presently conducted.


3.14         Labor Matters.


(a)           Except as
set forth on Section 3.14(a) of the Seller Disclosure Letter, the
Company and its Subsidiaries are in compliance in all material respects with
all Laws relating to the employment of labor, including all such Laws relating
to wages, hours, the WARN Act, collective bargaining, discrimination, civil
rights, immigration, safety and health, workers’ compensation and the
collection and payment of withholding and/or social security taxes and similar
tax.


 



 18















 


(b)           There are
no strikes, work stoppages, lockouts, boycotts or material labor disputes
pending, or to the Knowledge of the Company, threatened against or affecting
the Company or its Subsidiaries, and there have been no such events or actions
since December 31, 2003.


(c)           Except as
set forth on Section 3.14(c) of the Seller Disclosure Letter, as of the
date hereof, none of the Sellers has received written notice of any pending or
to the Knowledge of the Company, threatened (i) proceedings under the National
Labor Relations Act or before the National Labor Relations Board, (ii)
grievances or arbitrations, or (iii) organizational drives or unit
clarification requests, in each case against or affecting the Company or its
Subsidiaries.  Section 3.14(c)(iv)
of the Seller Disclosure Letter also identifies all those employees who are
covered by the collective bargaining agreement in effect for the 2006/2007 ski
season between the Company or any of its Subsidiaries and the labor union
representing paid, non-management employees of the Steamboat ski patrol, a true
and complete copy of which has been furnished to Purchasers prior to the date
hereof (the “Collective Bargaining Agreement”), and other than such
Collective Bargaining Agreement, there are no other collective bargaining
agreements or similar labor agreements that the Company or any of its
Subsidiaries is bound by, party to or in the process of negotiating.


3.15         Employee Benefit Plans.


(a)           Section
3.15(a) of the Seller Disclosure Letter contains a true and complete list
of each “employee benefit plan” (within the meaning of Section 3(3) of ERISA),
stock purchase, stock option or other stock-related rights, severance,
employment, change-in-control, fringe benefit, savings or thrift benefits,
vacation benefits, cafeteria plan benefits, life, health, medical, or accident
benefits (including any “voluntary employees’ beneficiary association” as
defined in Section 501(c)(9) of the Code providing for the same or other
benefits), employee assistance program, disability or sick leave benefits,
worker’s compensation, supplemental unemployment benefits, insurance coverage
(including any self-insured arrangements), post-employment or retirement
benefits (including compensation, pension, health, medical or life insurance
benefits), collective bargaining, bonus, incentive, deferred compensation,
profit sharing, and all other employee benefit or compensation plans,
agreements, programs, practices, policies or other arrangements, whether or not
subject to ERISA and whether written or unwritten (collectively referred to as “Plans”), under which any employee former
employee, consultant, former consultant, director or former director of the
Company has any present or future right to benefits or which is entered into,
sponsored, maintained, contributed to or required to be contributed to, as the
case may be, by the Company or any ERISA Affiliate or under which the Company
or any ERISA Affiliate has any present or future liability (including, without
limitation, contingent liability).  To
the extent the Company sponsors, maintains, contributes to, is required to
contribute to, or has any present or future liability (including, without
limitation, contingent liability) with respect to any such Plans, the same
shall be collectively referred to as the “Company
Plans.”



 19
 









 


(b)           With
respect to each Company Plan, the Purchasers have been furnished access to a
current and complete copy (or, to the extent no such copy exists, a
description) thereof and all amendments thereto, and, to the extent applicable:  (i) any related trust agreement, annuity
contract, or other funding instrument; (ii) the most recent IRS determination
letter, if applicable; (iii) any summary plan description or other written
description or interpretation thereof; (iv) for the three most recent plan
years (a) the Form 5500 and attached schedules, (b) audited financial
statements, (c) actuarial valuation reports and (d) attorneys’ responses to any
auditor’s request for information; (v) any correspondence and other materials
submitted to or received from the IRS or Department of Labor in connection with
any correction program with respect to the Company Plans; (vi) any
correspondence and other materials submitted to or received from any
Multiemployer Plan or its trustees with respect to its funding status or
potential withdrawal liability; and (vii) all contracts and other service
agreements with any third party administrators in connection with the Company
Plans.


(c)            (i) Each
Company Plan has been established, maintained, and administered in accordance
with its terms, and in material compliance with the applicable provisions of
ERISA, the Code and other applicable Laws; (ii) each Company Plan which is
intended to be qualified within the meaning of Section 401(a) of the Code (and
each related trust agreement, annuity contract, or other funding instrument)
has received a favorable opinion letter from the IRS as to its qualification,
and the Company is not aware of any reason why any such opinion letter would
reasonably be expected to be revoked or not be reissued; (iii) for each Company
Plan that is a “welfare plan” within the meaning of Section 3(1) of ERISA,
neither the Company nor any ERISA Affiliate has or will have any liability or
obligation under any plan which provides medical, death or other welfare
benefits with respect to current or former employees of the Company beyond
their termination of employment (other than coverage mandated by Law) and no
condition exists which would prevent the Company from amending or terminating any
such welfare plan; (iv) to the Knowledge of the Company, no event has occurred
with respect to any Company Plan that would subject the Company to any Tax,
fine, lien, penalty or other liability imposed by ERISA, the Code or other
applicable Laws; (v) to the Knowledge of the Company, no “prohibited
transaction” (as such term is defined in Section 406 of ERISA and Section 4975
of the Code, other than any such transaction which is subject to an
administrative or statutory exemption) has occurred with respect to any Company
Plan; (vi) to the Knowledge of the Company, neither the Company nor any plan
fiduciary of any Company Plan subject to ERISA has otherwise violated the
provisions of Part 4 of Title I, Subtitle B of ERISA; and (vii) each Company
Plan which is a “group health plan” as defined in Section 607(1) of ERISA has
been operated in compliance with the provisions of Part 6 of Title I, Subtitle
B of ERISA and Section 4980B of the Code, as well as with the provisions of any
similar state law, at all times.


(d)           Neither
the Company nor any ERISA Affiliate has ever (i) maintained, contributed to, or
been obligated to contribute to any plan which is subject to Title IV of ERISA
or the minimum funding requirements of Section 412 of the Code or (ii)
contributed to, been obligated to contribute to, or incurred any liability to a
Multiemployer Plan as defined in Section 3(37) of ERISA.  No liability under Title IV of ERISA has been
incurred by the Company or any ERISA Affiliate that has not been satisfied in
full.



 20
 









 


(e)           Except as
set forth on Section 3.15(e) of the Seller Disclosure Letter, the
consummation of the transactions contemplated by this Agreement will not
(either alone or together with any other event) entitle any current or former
employee, director or consultant of the Company to severance pay or accelerate
the time of payment or vesting of compensation or benefits under, increase the
amount payable or trigger any other material obligation pursuant to, any
Company Plan.  Except as set forth on Section
3.15(e) of the Seller Disclosure Letter, there is no Company Plan covering
any current or former employee, director or consultant of the Company that,
individually or collectively, will give rise to the payment of any amount that
would not be deductible by the Company pursuant to Section 280G of the Code.


(f)            All
contributions (including all employer contributions and employee salary
reduction contributions) required by each Company Plan or by any applicable Law
or agreement to have been made under any Company Plan to any fund, trust, or
account established thereunder or in connection therewith have been made by the
due date thereof, or the deadline for making such contribution has not yet
passed.


(g)           None of
the Company Plans are “multiple employer welfare arrangements” within the
meaning of Section 3(40) of ERISA.  With
respect to any of the Company Plans which are self-insured welfare benefit
plans, no claims have been made pursuant to any such plans that have not been
paid (other than claims which have not yet been paid but are in the normal
course of processing) and no individual has incurred injury, sickness or other
medical condition with respect to which claims may be made pursuant to any such
plans where the liability could in the aggregate with respect to each such
individual exceed $25,000 per year.


(h)           There is
no default on behalf of the Company with respect to any of the Plans and each
of the Plans is in full force and effect, enforceable by the Company in
accordance with its terms.  There is no
Litigation pending or, to the Knowledge of the Company, threatened alleging any
breach of the terms of any Company Plan or of any fiduciary duties thereunder
or violation of any applicable Law with respect to any Company Plan, nor to the
Knowledge of the Company, any arbitration, proceeding or investigation.  To the Knowledge of the Company, neither the
Company nor any ERISA Affiliate nor any of their respective directors,
officers, employees or other fiduciaries (as such term is defined in Section
3(21) of ERISA) has any liability for failure to comply with ERISA or the Code
for any action or failure to act in connection with the administration or
investment of any Company Plan.


(i)            Section
3.15(i)(1) of the Seller Disclosure Letter lists all of the full-time
year-round employees of the Company as of the date hereof, together with their
respective salaries and date of hire; such list will be updated as of five
Business Days prior to the Closing Date and delivered to Purchasers prior to
the Closing Date.  Section 3.15(i)(2)
of the Seller Disclosure Letter also identifies those employees of the Company
which are parties to employment agreements, bonus agreements or other written
agreements relating to compensation and identifies those agreements.



 21
 









 


(j)            Each
Company Plan that is a “nonqualified deferred compensation plan” within the
meaning of, and subject to, Section 409A of the Code (a “Nonqualified Deferred
Compensation Plan”) has been operated in material compliance with Section 409A
of the Code since January 1, 2005, based upon a good faith, reasonable
interpretation of Section 409A of the Code, the proposed regulations issued
thereunder and Internal Revenue Service Notices 2005-1 and 2006-79.


3.16         Real Property.


(a)           Section
3.16(a)(1) of the Seller Disclosure Letter is a complete and accurate list
of all real property owned by the Company and its Subsidiaries as of the date
hereof and which is to be acquired and owned by the Company and its
Subsidiaries on or prior to the Closing Date (the “Owned
Real Property”).  Section
3.16(a)(2) of the Seller Disclosure Letter is a complete and accurate list
of all leases, subleases, licenses, permits and other agreements, documents or
instruments (including, without limitation, easement agreements) and all
amendments, modifications and/or supplements thereto (collectively, the “Real Property Leases”) under which the Company
and its Subsidiaries lease, sublease, license, use or occupy any real property,
excluding the U.S. Forest Service Properties (the land, buildings and other
improvements covered by the Real Property Leases being herein called the “Leased Real Property” and together with the
Owned Real Property and the U.S. Forest Services Properties, the “Real Property”).  The Company has delivered to the Purchasers,
prior to the date hereof, copies of the Real Property Leases, all of which are
true, complete and correct in all material respects.  Except as set forth in Section 3.16(a)(3)
of the Seller Disclosure Letter, each Real Property Lease is in full force and
effect as to the Company or its Subsidiaries and, to the Knowledge of the
Company, as to the other parties thereto. 
Except as set forth in Section 3.16(a)(4) of the Seller
Disclosure Letter, neither the Company nor its Subsidiaries nor, to the
Knowledge of the Company, any other party to such Real Property Lease is in
breach in any material respect thereof or default in any material respect
thereunder.  The Real Property is all of
the material real property that is necessary for the operation of the business
of the Company and its Subsidiaries as presently conducted.  Except as set forth in Section 3.16(a)(4)
of the Seller Disclosure Letter, none of the Sellers nor the Company nor any of
their respective Subsidiaries have received notice that any party to any Real Property
Lease intends, or has threatened, to terminate or revoke all or any rights
granted in favor of the Company or its Subsidiaries thereunder.


(b)           The
Company owns fee title to the Owned Real Property and good and valid leasehold
interests in the Leased Real Property, subject only to Permitted Exceptions and
Liens to be released on or before the Closing Date including as provided in
Section 7.5.  The foregoing
representation (a) shall not be construed in any event to relate to the fee
interest in any Leased Real Property and (b) shall be deemed deleted with
respect to any matter covered by a title insurance policy obtained by the
Company or a Purchaser.


(c)           Section
3.16(c) lists all property (the “U.S. Forest
Service Properties”) subject to the permit issued to the Company by
the U.S. Forest Service on November 12, 1997, 



 22
 









 


as amended (the “U.S. Forest Service Permit”).  The U.S. Forest Service Permit is the
principal Approval required by the USFS for the operation of the business of
the Company and its Subsidiaries as presently conducted.  The USFS has accepted the Company’s 2004
Master Development Plan Amendment, which is set forth on Section 3.16(c)
of the Seller Disclosure Letter, inclusive of the phase one environmental
analysis required by the National Environmental Policy Act with respect to the
Company’s future growth initiatives.  The
Company has made available to the Purchasers or their Representatives, prior to
the date hereof, a true and complete copy of the U.S. Forest Service Permit and
such U.S. Forest Service Permit is in full force and effect.  None of the Sellers have received any notice
of default under or violation of the terms and conditions of the U.S. Forest
Service Permit, and the Company has no Knowledge that the USFS has any intention
of amending, revoking or otherwise altering the terms or conditions of the U.S.
Forest Service Permit (nor has any of the Sellers or the Company requested any
amendment or alteration of the terms and conditions of the U.S. Forest Service
Permit), or any portion thereof, or the application thereof to the Company’s
operations.  None of the Sellers is
engaged in any ongoing dispute or disagreement with the USFS over the
interpretation or application of any term or condition of the U.S. Forest
Service Permit.  The Company has no
Knowledge of any third-party permitee or commercial operator operating within
the areas permitted to the Company and its Subsidiaries under the U.S. Forest
Service Permit.


(d)           Except as
set forth on Section 3.16(d) of the Seller Disclosure Letter, there are
no outstanding options or rights of first refusal to purchase or lease the Real
Property or any portion thereof or interest therein, other than rights running
in favor of the Company and its Subsidiaries, and the Real Property is free
from agreements creating any obligation on the part of any Person to sell,
lease or grant a third party option to sell or lease.


(e)           Except as
set forth in Section 3.16(e) of the Seller Disclosure Letter, neither of
the Sellers has received notice of and there is no pending or, to the Knowledge
of the Company, threatened or contemplated condemnation proceeding affecting
the Real Property or any part thereof, nor any sale or other disposition of the
Real Property or any part thereof in lieu of condemnation.


(f)            All
chairlifts, gondolas, buildings and other improvements, access roads and
ski-runs used in connection with the Resort and the conduct of the business of
the Company and its Subsidiaries as presently conducted are located either on
(i) the Owned Real Property, (ii) the U.S. Forest Service Properties, and/or
(iii) the Leased Real Property pursuant to valid Real Property Leases
(including valid easement agreements in favor of the Company and its
Subsidiaries) which allow and provide for the existence, operation, and
maintenance of the chairlifts, gondolas, buildings, improvements, roads and/or
ski-runs, as applicable.  This
representation shall be considered deleted from this Agreement for all purposes
(but only with respect to that  portion
of the Real Property covered by the Survey) if ASC shall have delivered to
Parent, or Parent or Buyer otherwise obtains, prior to the Closing Date, a
current ALTA survey of all or a portion of the Real Property (the “Survey”)
certified to the Parent, the Buyer and the Company.  The Purchasers shall reimburse the Seller for
the cost of the Surveys at 



 23
 









 


Closing.  ASC shall reasonably cooperate with
Purchasers in providing or otherwise enabling Parent or Buyer to obtain any
such certified Survey.


(g)           Section
3.16(g)(i) of the Seller Disclosure Letter lists all of the real property
Leases and other Contracts, including any amendments, modifications and/or
supplements thereto, pursuant to which any Person has the right to use, occupy
and/or possess all or any portion of the Real Property (the “Third Party Real Property Leases”); provided,
however, that Section 3.16(g)(i) of the Seller Disclosure Letter
need not include any bookings at hotels or conference facilities within the
Resort in the ordinary course of business. 
Except as set forth on Section 3.16(g)(ii) of the Seller
Disclosure Letter, (i) there are no material real property Leases affecting the
Real Property or any portion thereof, (ii) there are no material security
deposits under any real property Leases affecting the Real Property or any
portion thereof and (iii) no material tenant or other occupant is currently
entitled to any material rent concessions, rent abatements or rent credits and
no material rent concessions or rent abatements permitted under any real
property Leases are currently claimed by any material tenant(s) or occupant(s)
as a result of a default by the Company, its Subsidiaries or otherwise.  Copies of all such Third Party Real Property
Leases (including any amendments, modifications and/or supplements) which are
true, complete and correct in all material respects, have previously been
delivered to Parent prior to the date hereof. 
Except as set forth in Section 3.16(g) of the Seller Disclosure
Letter, each third Party Real Property Lease is in full force and effect and
neither the Company nor any of its Subsidiaries nor, to the Knowledge of the
Company, any other party to such Third Party Real Property Lease is in breach
in any material respect thereof or default in any material respect thereunder.


(h)           Except as
set forth on Section 3.16(h) of the Seller Disclosure Letter, none of
the Sellers nor the Company nor any of their respective Subsidiaries has
received written notice of, and the Company has no Knowledge of, (i) any
violations of any covenants or restrictions affecting any Real Property
including any covenants, conditions or restrictions of or issued by any
applicable condominium or home owners association, or (ii) any violations of
any zoning codes or ordinances or other Laws of any Governmental Agency
applicable to such Real Property, in any case which would reasonably be
expected to result in a Material Adverse Effect on the Company and its
Subsidiaries.


3.17         Tax Matters.


(a)           All
material Tax Returns required to be filed by or with respect to the Company
and/or its Subsidiaries on or before the date hereof have been properly
prepared and timely filed.  All such Tax
Returns were correct and complete in all material respects.  All material Tax Returns required to be filed
by or with respect to the Company and/or its Subsidiaries after the date hereof
and on or before the Closing Date shall be properly prepared and timely filed,
in a manner consistent with prior years (except where any inconsistency is
required by applicable laws and regulations) and applicable laws and
regulations.  All material Taxes due and
payable by the Company and its Subsidiaries (whether or not shown on a Tax
return) have been paid.  All material
Taxes that the Company or its Subsidiaries is or was 



 24
 









 


required by Law to withhold or
collect have been duly withheld or collected and, to the extent required, have
been paid to the proper Tax authority, and have been properly reported as
required under applicable information reporting requirements


(b)           Neither
the Company nor its Subsidiaries has waived any statute of limitations in
respect of any Taxes or agreed to any extension of time with respect to a
material assessment or Tax deficiency.


(c)           With
respect to all material federal, state and local Tax Returns of the Company
and/or its Subsidiaries, (i) no audit is in progress and no extension of time
(other than automatic extensions of time) is in force with respect to any date
on which any Tax Return was or is to be filed and no waiver or agreement is in
force for the extension of time for the assessment or payment of any Tax; and
(ii) there is no unassessed deficiency as to which the Company has received
written notice or as to which the Company has Knowledge based upon personal
contact with any agent of a taxing authority against the Company.


(d)           Except as
set forth on Section 3.17(d) of the Disclosure Letter, each of the
Company and/or its Subsidiaries have not agreed to and, to the Knowledge of the
Company, the Company and/or its Subsidiaries are not required to make any adjustments
pursuant to Section 481(a) of the Code by reason of a change in accounting
method or otherwise for any Tax period for which the applicable federal statute
of limitations has not yet expired.


(e)           There are
no material Liens for Taxes upon the assets or properties of the Company,
except for statutory Liens for current Taxes not yet due and except for Taxes,
if any, as are being contested in good faith.


(f)            Neither
the Company nor any of its Subsidiaries is a party to any agreement providing
for the allocation or sharing of Taxes.


(g)           There are
no special assessments or charges which have been levied, and with respect to
which the Company has received written notice, against the Real Property that
are not reflected on the tax bills issued with respect thereto.


(h)           Neither
the Company nor any of its Subsidiaries (i) has entered into any “reportable
transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)
that must be disclosed pursuant to Section 6011 of the Code and the Regulations
promulgated thereunder, (ii) is a party to any closing agreement as defined in
Section 7121 of the Code or any similar provision of state, local, or foreign
Law or (iii) has requested any private ruling from any Tax authority.



 25
 









 


3.18         Contracts and Commitments.  Except as set forth in Section 3.18 of
the Seller Disclosure Letter, neither the Company nor any of its Subsidiaries
is a party to:


(a)           any
partnership agreements or joint venture agreements which require a payment, or
delivery of assets or services beyond the 2006-2007 ski season and which are
not terminable by the Company on 30 days or less notice without penalty to the
Company or any of its Subsidiaries, or which contain exclusivity arrangements
which will be binding upon Affiliates of the Company (other than a Subsidiary
thereof) following the Closing;


(b)           any
agreement pursuant to which the Company or its Subsidiaries would be required
to pay severance to any director, officer, employee or consultant;


(c)           any
material agreement with another person or entity limiting or restricting the
ability of the Company or its Subsidiaries to enter into or engage in any
market or line of business;


(d)           any
material brokerage agreements;


(e)           any
agreements for the sale of any of the assets of the Company or its Subsidiaries
other than in the ordinary course of business or for the grant to any person or
entity of any preferential rights to purchase any of its assets;


(f)            any
agreement relating to the acquisition by the Company or its Subsidiaries of any
operating business or the assets or capital stock of any other corporation,
entity or business entered into during the last twelve (12) months;


(g)           any
material agreements relating to the incurrence, assumption, surety or guarantee
of any indebtedness other than ASC-Level Financings;


(h)           any
material agreements (other than agreements granting rights to use readily
available commercial Software and having an acquisition price of less than
$50,000 in the aggregate for all such agreements and agreements allowing the
use of Company trademarks, tradenames and the like in connection with
promotional activities) (i) granting or obtaining any right to use any
Intellectual Property or (ii) restricting the rights of the Company or any of
its Subsidiaries, or permitting other Persons, to use or register any
Intellectual Property of the Company;


(i)            any
material agreements under which the Company or its Subsidiaries has made
advances or loans to any entity or individual (which shall not include advances
made to an employee of the Company in the ordinary course of business
consistent with past practice); or



 26
 









 


(j)            except
for agreements described in Section 3.18(a), any other agreement (or group of
related agreements) the performance of which presently requires aggregate
payments be made to or from the Company or any of its Subsidiaries in excess of
$100,000 per year.


Each of the contracts to
which the Company or any of its Subsidiaries is a party and which is required
to be set forth on Section 3.18 of the Seller Disclosure Letter (the “Material Contracts”), a true and complete copy
of each of which has been delivered or made available to the Purchasers prior
to the date hereof is in full force and effect and is the legal, valid and
binding obligation of the Company, enforceable against it in accordance with
its terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium and similar laws affecting creditors’ rights and remedies generally
and subject, as to enforceability, to general principles of equity (regardless
of whether enforcement is sought in a proceeding at law or in equity).  With respect to each Material Contract,
neither the Company nor its Subsidiaries nor, to the Knowledge of the Company,
any other party, is in material breach of violation of, or default under, any
such Material Contract, and no event has occurred, is pending or, to the
Knowledge of the Company, is threatened, which, after the giving of notice,
with lapse of time, or otherwise, would constitute a material breach or default
by the Company or its Subsidiaries or, to the Knowledge of the Company, any
other party under such Material Contract.


3.19         Environmental Matters.  (a) 
Except as set forth on Section 3.19(a) of the Seller Disclosure
Letter, the Company and its Subsidiaries are in compliance with all applicable
Environmental Laws, which compliance includes, but is not limited to, the
possession by the Company and its Subsidiaries of all approvals, permits and
other governmental authorizations required under applicable Environmental Laws,
and compliance with the terms and conditions thereof, except in each case where
the failure to be in such compliance would not, individually or in the
aggregate, reasonably be expected to result in a Material Adverse Effect on the
Company and its Subsidiaries.


(b)           Except as
set forth on Section 3.19(b) of the Seller Disclosure Letter, there is
no Environmental Claim pending or, to the Knowledge of the Company, threatened
against the Company or its Subsidiaries.


(c)           Except as
set forth on Section 3.19(c) of the Seller Disclosure Letter, there are
no present actions, activities, circumstances, conditions, events or incidents,
including, without limitation, the release, emission, discharge, presence or
disposal of any Material of Environmental Concern, that as reasonably likely to
form the basis of any material Environmental Claim against the Company or its
Subsidiaries.


(d)           Without in
any way limiting the generality of the foregoing, (i) all on-site and off-site
locations where the Company or its Subsidiaries have disposed or arranged for
the disposal of Materials of Environmental Concern since November 1997 are
identified on Section 3.19(d)(i) of the Seller Disclosure Letter, (ii)
all underground storage tanks, and the capacity and contents of such tanks,
located on property owned, operated, or leased by the Company or any of 



 27
 









 


its Subsidiaries are identified on Section
3.19(d)(ii) of the Seller Disclosure Letter, and (iii) except as set forth
on Section 3.19(d)(iii) of the Seller Disclosure Letter, all underground
storage tanks owned, operated, or leased by the Company or any of its
Subsidiaries and which are subject to regulation under the Federal Resource
Conservation and Recovery Act (or equivalent state or local law regulating
underground storage tanks) meet the technical standards prescribed at Title 40
Code of Federal Regulations Part 280 which became effective December 22, 1998
(or any applicable state or local law requirements which are more stringent
than such technical standards or which became effective before such date).


3.20         Intellectual Property.


(a)           Section
3.20(a) of the Seller Disclosure Letter sets forth a true, correct, and
complete list of all U.S. and foreign (i) issued Patents and Patent
applications, (ii) Trademark registrations and applications, (iii) copyright
registrations and applications, and (iv) Software, in each case which is owned
by the Company or any of its Subsidiaries. 
The Company or its Subsidiaries, as set forth on Section 3.20(a)
of the Seller Disclosure Letter, is the sole and exclusive beneficial and
record owner of each of the Intellectual Property items set forth on Section
3.20(a) of the Seller Disclosure Letter, and to the Knowledge of the
Company all such Intellectual Property is subsisting, valid and
enforceable.  There are no actions that
must be taken within 90 days from the date of this Agreement, including the
payment of fees or the filing of documents, for the purposes of obtaining,
maintaining, perfecting or renewing any rights in such registered or applied
for Intellectual Property.


(b)           Except as
set forth on Section 3.20(b) of the Seller Disclosure Letter:


(i)            the
Company owns, or has valid right to use, free and clear of all Liens, all
Intellectual Property used or held for use in, or necessary to conduct, the Company’s
business, including the CORIS software system; provided, however,
that this Section 3.20(a)(i) shall not constitute a noninfringement
representation (which noninfringement representation is the subject of Section
3.20(a)(ii) below);


(ii)           the conduct
of the Company’s business (including the products and services of the Company)
as currently conducted does not infringe, misappropriate or otherwise violate
any Person’s Intellectual Property rights, and there has been no such claim
asserted or threatened in the past three years against the Company or, to the
Knowledge of the Company, any other Person;


(iii)          to the
Knowledge of the Company, no Person is infringing, misappropriating or
otherwise violating any Intellectual Property owned by or licensed to the
Company, and no such claims have been asserted or threatened against any Person
by the Company or, to the Knowledge of the Company, any other Person, in the
past three years;


 



 28















 


(iv)          the
consummation of the transactions contemplated by this Agreement will not result
in the loss or impairment of or payment of any additional amounts with respect
to, nor require the consent of any other Person in respect of, the Company’s
right to own, use or hold for use any of the Intellectual Property as owned,
used or held for use in the conduct of the business of the Company as currently
conducted; and


(v)           the
Company has at all times complied in all material respects with all applicable
Laws, as well as its own rules, policies, and procedures relating to privacy,
data protection, and the collection and use of personal information collected,
used or held for use by the Company in the conduct of the Company’s
business.  No claims have been asserted
or, to the Knowledge of the Company, threatened against the Company alleging a
violation of any Person’s privacy or personal information or data rights and
the consummation of the transactions contemplated hereby will not breach or
otherwise cause any violation of any Law, policy or procedure related to
privacy, data protection or the collection and use of personal information
collected, used or held for use by the Company in the conduct of the Company’s
business.  The Company takes reasonable
measures to ensure that such information is protected against unauthorized
access, use, modification or other misuse.


3.21         Related Persons.  Except as set forth on Section 3.21(a)
of the Seller Disclosure Letter, as of the date hereof, and as immediately
after the Closing, none of the assets, including Intellectual Property, used in
the business of the Company and its Subsidiaries is or will be owned, or leased
from a third party by, ASC or any of its Affiliates (other than the Company and
its Subsidiaries).  Section 3.21(b)
of the Seller Disclosure Letter sets forth a true and complete list of all
material Contracts to which the Company or any of its Subsidiaries, on the one
hand, and ASC or any of its Subsidiaries (other than the Company and its
Subsidiaries), on the other hand, are party to.


3.22         Absence of Certain Changes.  Since the Base Balance Sheet Date, the
Company and its Subsidiaries have conducted their respective businesses in the
ordinary course consistent with past practice. There has not been, with respect
to either the Company or any of its Subsidiaries, (i) any action taken since
the Base Balance Sheet Date that, if taken during the period from the date of
this Agreement through the Closing, would constitute a breach of Section 9.4,
or (ii) since the Base Balance Sheet Date, any event, occurrence, development
or state of circumstances or facts that has had or reasonably would be expected
to have a Material Adverse Effect on the Company and its Subsidiaries.


3.23         Water Rights. Except as set
forth in Section 3.23 of the Seller Disclosure Letter, the Company has
all water rights, riparian rights, appropriative rights, water allocations,
water stock, water supply contracts, water disbursal rights, water discharge
rights and water collection rights necessary for the collection, use,
distribution,  discharge, and disbursal
of water and for the continued snowmaking, irrigation, domestic and commercial
uses of the Resort facilities, and operation of the Resort in accordance with
its operation as of the date of this Agreement other than as would not be
reasonably be expected to result in a Material Adverse Effect on the Company
and its Subsidiaries.  There have been no
changes in conditions subsequent to the letter 



 29
 









 


dated October 17, 1997
from John Wittemyer to ASC that would affect the merchantability of title to
the Company’s water rights described therein, or as to the adequacy of the
Company’s water rights and water supply as described therein.


3.24         Airport.  To the Knowledge
of the Sellers, as of the date of this Agreement, with respect to the 2006-2007
ski season, the  airlines providing
service to Hayden Airport do not intend to reduce, or are not considering
reducing, measured in the aggregate, the number of flights to, or the number of
seats on flights to, such airport in any material respect.


ARTICLE IV



REPRESENTATIONS AND

WARRANTIES OF THE PURCHASERS


The Purchasers jointly and severally represent and
warrant to ASC as follows:


4.1           Organization of the Purchasers.  Buyer is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware, and has
all requisite power and authority to own, operate and lease its properties and
to carry on its business as presently owned or conducted.  Parent is duly organized, validly existing
and in good standing under the laws of Luxembourg, and has all requisite power
and authority to own, operate and lease its properties and to carry on its
business as presently owned or conducted.


4.2           Power and Authority.  Each Purchaser has the requisite corporate
authority and power to execute and deliver this Agreement and the Related
Documents and to perform the transactions contemplated hereby.  All corporate and stockholder action on the
part of the Purchasers necessary to approve or to authorize the execution and
delivery of this Agreement and the Related Documents and the performance by the
Purchasers of the transactions contemplated hereby and thereby has been duly
taken.  This Agreement has been duly executed
and delivered by the Purchasers and constitutes the legal, valid and binding
obligation of the Purchasers, enforceable against the Purchasers in accordance
with its terms, except to the extent that the enforceability thereof may be
limited by the Enforceability Exceptions.


4.3           No Conflicts.  Except as may be required under the HSR Act,
neither the execution or delivery by the Purchasers of this Agreement and the
Related Documents nor the performance by the Purchasers of the transactions
contemplated hereby and thereby, shall:


(a)           conflict
with or result in a breach of any provision of the certificate of incorporation
or bylaws of any Purchaser;


(b)           violate
any existing applicable Law by which any Purchaser or any of its properties is
bound, which violation would reasonably be expected to have a material adverse
effect on the ability of such Purchaser to purchase the Stock or pay the
Purchase Price, in each case on the terms and subject to the conditions set
forth herein;



 30
 









 


(c)           require
any consent, approval, authorization or other order or action of, or notice to,
or declaration, filing or registration with, any Person other than any such
consent, approval, authorization, order, action, notice, declaration, filing or
registration the absence of which would not reasonably be expected to have a
material adverse effect on the ability of such Purchaser to purchase the Stock
or pay the Purchase Price, in each case on the terms and subject to the
conditions set forth herein; or


(d)           conflict
with or result in a breach of any of the terms or provisions of, or constitute
a default under any Material Contract other than such of the foregoing matters
which would not reasonably be expected to have a material adverse effect on the
ability of such Purchaser to purchase the Stock or pay the Purchase Price, in
each case on the terms and subject to the conditions set forth herein.


4.4           Purchase for Investment.  The Buyer is purchasing the Stock for its own
account for investment and not for resale or distribution in any transaction
that would be in violation of the securities laws of the United States of
America or any state thereof.  The Buyer
is an “accredited investor” as that term is defined in Rule 501 of the
Regulation D promulgated under the Securities Act.


4.5           Litigation.  There is no Litigation pending or, to the
knowledge of the Parent, threatened against any Purchaser or any of its
properties or assets which seeks to restrain, enjoin or prevent the
consummation of this Agreement or any of the transactions contemplated hereby.


4.6           Brokers.  No broker, finder or similar intermediary has
acted for or on behalf of any Purchaser or its Affiliates in connection with
this Agreement or the transactions contemplated hereby, and no broker, finder,
agent or similar intermediary is entitled to any broker’s, finder’s or similar
fee or other commission in connection therewith based on any agreement,
arrangement or understanding with any Purchaser or its Affiliates or any action
taken by any Purchaser or its Affiliates.


4.7           Availability of Funds.  The Purchasers have cash available or
existing borrowing facilities or binding funding commitments, true and complete
copies of which have been provided to the Sellers, in each case that are
sufficient to enable them to consummate the transactions contemplated by this
Agreement and the Related Documents.


4.8           No Divestitures.  To the knowledge of the Parent, none of the
businesses or operations of any Purchaser or any of its Subsidiaries or use or
ownership of assets or interests in connection with such businesses or
operations would reasonably be expected, in connection with and in anticipation
of the consummation of the transactions contemplated hereby, to result in such
Purchaser being required to divest itself or hold or operate separately any of
its assets or result in any other materially burdensome condition to such
Purchaser or the Company



 31
 









 


ARTICLE V



EMPLOYEES AND EMPLOYEE-RELATED MATTERS


5.1           Employment Matters.  The Purchasers agree to cause the Company to
offer employment to the employees of the Company and its Subsidiaries as of the
Closing Date (the “Employees”) and that, through the end of the
2006/2007 ski season, the compensation paid and benefits (to the extent
described on Section 5.1 of the Seller Disclosure Letter) provided to
the Employees, in the aggregate, will be at least comparable to the aggregate
compensation and benefits under the Company’s compensation benefit plans
immediately prior to the Closing Date; provided, however, that in
the case of Employees whose terms and conditions of employment are subject to,
or governed by, a collective bargaining agreement, the compensation and
benefits shall be as provided under such collective bargaining agreement or the
results of any collective bargaining relating thereto.  ASC shall honor any reciprocal benefits previously
offered to the Employees for ski privileges and other employee food and
beverage, retail and lodging discounts at other resorts owned by ASC or its
Affiliates (“Other ASC Resorts”) through the end of the 2006/2007 ski
season, and the Company shall honor any reciprocal benefits previously offered
to employees at Other ASC Resorts or employees of ASC, for ski privileges and
other employee food and beverage, retail and lodging discounts at the Resort
through the end of the 2006/2007 ski season. 
Neither ASC nor the Company shall be obligated to honor these reciprocal
benefits after the end of the 2006/2007 ski season.


5.2           Benefit Plans.


(a)           For all
purposes of any employee welfare benefit plans in which Employees participate
after the Closing Date, the Purchasers shall credit Employees for prior service
with the Sellers and their Affiliates to the extent permitted under the
applicable Plan.  The Purchasers shall
allow Employees with vacation earned but unused as of the Closing Date to use
such vacation in accordance with the Parent’s policy as in effect on the date
hereof with respect to Parent’s employees generally.  The Purchasers shall (i) credit deductible
payments and coinsurance payments made in the plan year in which the Closing
Date occurs (the “Current Plan Year”) by
Employees under the Company’s group health plans on or prior to the Closing
Date towards deductibles and other out-of-pocket costs incurred by Employees in
the Current Plan Year in connection with any group health plan in which Employees
participate after the Closing Date; (ii) waive all pre-existing condition
clauses applicable to any group health plan in which Employees participate
after the Closing Date to the extent permitted under the applicable Plan; and
(iii) waive eligibility waiting periods for Employees in connection with any
group health plan in which Employees participate after the Closing Date to the
extent permitted under the applicable Plan. 
For purposes of the preceding sentence, “group health plan” shall have
the meaning prescribed in Section 5000(b)(1) of the Code.


(b)           Effective
as of the Closing Date or as soon thereafter as reasonably practicable, the
Purchasers shall cause the Company to become a participating employer in the
Intrawest 401(k) Retirement Plan (the “401(k) Plan”)
and shall cause each Employee to be given 



 32
 









 


credit for his or her prior service
as reflected in the records of the Company for all purposes under the 401(k)
Plan.


(c)           No
provision in this Article V shall be construed to prevent the termination of
employment of any Employee or the amendment or termination of any particular
Company Plan to the extent not prohibited by its terms as in effect immediately
prior to the date hereof.


ARTICLE VI



CLOSING


6.1           Closing Date.  Subject to the satisfaction or waiver of the
conditions set forth in Articles VII and VIII hereof, the Closing, unless the
parties otherwise agree, shall be held at 10:00 a.m. on the second Business Day
after the last to be fulfilled or waived of such conditions (other than those
conditions that by their nature are to be satisfied at the Closing, but subject
to the fulfillment or waiver of such conditions) is satisfied or waived, at the
offices of Goodwin Procter LLP, Boston, Massachusetts, or at such other place
as the parties hereto otherwise agree.


ARTICLE VII



CONDITIONS TO OBLIGATIONS OF

THE PURCHASERS TO CONSUMMATE THE TRANSACTION


The obligations of the Purchasers to be performed at
the Closing shall be subject to the satisfaction or Purchasers’ waiver, at or
prior to the Closing, of the following conditions:


7.1           Representations and Warranties;
Compliance with Covenants.  The
representations and warranties of the Sellers contained herein shall be true
and correct (without giving effect to any limitation as to “materiality” or “Material
Adverse Effect” or similar terms set forth therein) both as of the date of this
Agreement and on and as of the Closing Date with the same force and effect as
though made on and as of the Closing Date (except for those representations and
warranties that are expressly limited by their terms to dates or times other
than the Closing Date, which representations and warranties need only be true
and correct as of such other date or time), except where the failure to be so
true and correct individually or in the aggregate with all other such failures,
does not have and would not reasonably be expected to have a Material Adverse
Effect on the Company.  The Sellers shall
have performed and complied in all material respects with all covenants and
agreements required hereby to be performed or complied with by them on or prior
to the Closing Date.  ASC shall have
delivered to the Parent a certificate, dated the date of the Closing and signed
by an officer of ASC, to the foregoing effect.


7.2           No Material Adverse Effect.  Since the date hereof, there shall have
occurred no change, effect, condition, event or circumstance which has had or
would reasonably be expected to, individually or in the aggregate, have a
Material Adverse Effect on the Company.



 33
 









 


7.3           No Injunction.  No Judgment shall have been rendered in any
Litigation which has the effect of enjoining the consummation of the
transactions contemplated by this Agreement or which would require Purchasers
to sell any assets or limit its ability to maintain its ownership of the
capital stock of the Company after the Closing in any way, and no Litigation
shall be pending that would reasonably be expected to result in such a
Judgment.


7.4           Approvals.


(a)           All
Approvals required under the HSR Act necessary for the consummation of the
transactions contemplated by this Agreement shall have been obtained, and all
applicable waiting periods thereunder shall have expired or been terminated.


(b)           The
consents set forth on Section 7.4(b) of the Seller Disclosure Letter
shall have been delivered to the Parent.


(c)           All
notices required under the U.S. Forest Service Permit will have been made, and
any approvals required thereunder or by any applicable Law relating thereto
will have been obtained.  The USFS shall
either have (i) approved the sale of the Stock to the Purchasers or (ii) issued
to the Company a new permit (in contemplation of the transactions contemplated
by this Agreement) for the use of U.S. Forest Service Properties covering the
same Real Property as covered in the U.S. Forest Service Permit and otherwise
on the then current form of the USFS for such agreements.  From and after the Closing Date, ASC shall
pay or cause to be paid, and shall indemnify, defend and hold harmless the Purchasers
and its Affiliates (including the Company and its Subsidiaries), for any and
all fees under the U.S. Forest Service Permit allocable to periods ending on or
before the Closing Date (and not otherwise reflected in the determination of
Working Capital as contemplated by Section 2.3), including without limitation
any and all such fees determined by a “close-out audit” or otherwise in
connection with the issuance of a new permit by the USFS.


7.5           Release of Liens.  On or prior to Closing, the Sellers shall
have effected the release of (i) all Liens securing the ASC-Level Financings
and (ii) all other Liens (other than Permitted Exceptions and any Liens
relating to WPA Debt and the Capital Leases) securing monetary obligations to
the extent such obligations are not included in the calculation of the
Estimated Working Capital Amount.


7.6           Assignment.  ASC shall have delivered to the Buyer a stock
certificate or certificates representing all of the outstanding shares of the
Stock and an executed stock power, in form and substance reasonably satisfactory
to the Purchasers, concerning the Stock (the “Assignment”).


7.7           Related Documents.  The Sellers and the Company shall have
executed and delivered all Related Documents required to be executed by them at
or prior to the Closing.


7.8           FIRPTA.  The Purchasers shall have received a
statement from ASC that it is not a “foreign person” within the meaning of
Section 1445 of the Code.



 34
 









 


7.9           Resignations.  On the Closing Date, the Sellers shall cause
to be delivered to the Purchasers duly signed resignations, effective
immediately after the Closing, of all directors of the Company and its
Subsidiaries and all officers of the Company which are not on the Company’s
payroll.


7.10         Settlement of Accounts.  On or prior to the Closing Date, all of the
accounts payable and other obligations owing from the Company to ASC or any of
its Affiliates shall have been cancelled or forgiven and, following the Closing
Date, the Company shall have no obligation or liability in respect thereof.


7.11         Title Commitments.  Provided that Buyer has taken all customary
and necessary actions for the issuance of the title policy, including without
limitation satisfying those certain requirements listed in the Title
Commitments within the control and reasonably required to be satisfied on the part
of Buyer, the Title Company shall have committed and be prepared to deliver
contemporaneously with the Closing, at the Purchasers’ sole expense, an Owner’s
Policy of Title Insurance materially in accordance with the Title Commitments
and with no exceptions to title other than as set forth in the Title
Commitments or the Permitted Exceptions. 
Sellers hereby covenant to satisfy all requirements listed in the Title
Commitments within the control of and reasonably required to be satisfied on
the part of Sellers, including without limitation all actions required to be
performed by Sellers pursuant to this Agreement.


7.12         Survey.  If the Company has delivered to the Buyer or
the Buyer otherwise obtains the certified Survey as contemplated by Section
3.16(f), such Survey shall not disclose any encumbrance by any property or
other improvement owned, leased, licensed or used by the Company or any of its
Subsidiaries in connection with the operation of the business as presently
conducted onto any other Person’s property 
or any encumbrance by any property or other improvement owned, leased,
licensed or used by a Person unaffiliated with the Sellers onto any property
owned, leased, licensed or used by the Company or any of its Subsidiaries,
which encumbrance(s) could reasonably be expected to have, individually or in
the aggregate, a Material Adverse Effect on the Company.


7.13         Tri-Party Agreement.  The Purchasers shall have received an
executed tri-party agreement with the USFS on its then current form for such
agreements.


ARTICLE VIII



CONDITIONS TO OBLIGATIONS OF

THE SELLERS TO CONSUMMATE THE TRANSACTION


The obligations of the Sellers to be performed at the
Closing shall be subject to the satisfaction or waiver, at or prior to the
Closing, of the following conditions:


8.1           Representations and Warranties;
Compliance with Covenants.  The
representations and warranties of the Purchasers contained herein shall be true
and correct (without giving effect to any limitation as to “materiality” or “Material
Adverse Effect” or similar terms set forth therein) both as of the date of this
Agreement and on and as of the Closing 



 35
 









 


Date with the same force
and effect as though made on and as of the Closing Date (except for those
representations and warranties that are expressly limited by their terms to
dates or times other than the Closing Date, which representations and
warranties need only be true and correct as of such other date or time), except
where the failure to be so true and correct, individually or in the aggregate
with all other such failures, does not have and would not reasonably be
expected to have a Material Adverse Effect on the Parent or the Buyer.  The Purchasers shall have performed and
complied in all material respects with all material covenants and agreements required
hereby to be performed or complied with by them on or prior to the Closing
Date.  The Parent shall have delivered to
ASC, a certificate, dated the date of the Closing and signed by an officer of
the Parent, to the foregoing effect.


8.2           No Injunction.  No Judgment shall have been rendered in any
Litigation which has the effect of enjoining the consummation of the
transactions contemplated by this Agreement and no Litigation shall be pending
that would reasonably be expected to result in such a Judgment.


8.3           Approvals.  All Approvals required under the HSR Act for
the consummation of the transaction contemplated by this Agreement shall have
been obtained, and all applicable waiting periods thereunder shall have expired
or been terminated.


8.4           Settlement of Accounts.  On or prior to the Closing Date, all of the
accounts receivable and other obligations owing to the Company from ASC or any
of its Affiliates shall have been cancelled or forgiven and, following the
Closing Date, ASC and any such Affiliate shall have no obligation in respect
thereof.


8.5           Related Documents.  The Purchasers shall have executed and
delivered all Related Documents required to be executed by them at or prior to
the Closing.


8.6           Letters of Credit.  The Purchasers shall have provided substitute
letters of credit for each of those letters of credit issued by the Sellers and
listed on Section 8.6 of the Seller Disclosure Letter (the “Seller
LCs”), and each of the Seller LCs shall have been unconditionally released
by the beneficiary thereof.


ARTICLE IX



COVENANTS


9.1           Regulatory Filings, etc.  As soon as practicable after the date hereof
(and in any event no later than ten Business Days after the date hereof), the
parties hereto shall make all filings with the appropriate Governmental Agencies
of the information and documents required or contemplated by the HSR Act, the
FCC and the USFS and make application for all required Approvals thereunder or
therewith with respect to the transactions contemplated by this Agreement.  The parties hereto shall keep each other
apprised of the status of any communications with, and inquiries or requests
for information from, such Governmental Agencies, in each case, relating to the
transactions contemplated hereby.  The
parties hereto shall each use their respective commercially reasonable best
efforts to comply as expeditiously as 



 36
 









 


possible in good faith
with all lawful requests of the Governmental Agencies for additional
information and documents pursuant to such Laws.


9.2           Injunctions.  If any court having jurisdiction over any of
the parties hereto issues or otherwise promulgates any restraining order,
injunction, decree or similar order which prohibits the consummation of any of
the transactions contemplated hereby or by any Related Document, the parties
hereto shall use their respective commercially reasonable efforts in good faith
to have such restraining order, injunction, decree or similar order dissolved
or otherwise eliminated as promptly as possible and to pursue the underlying
Litigation diligently and in good faith; provided, however, that
in no event shall any of the Purchasers be obligated to agree, as a condition
for resolving any such matter, to dispose of or hold separate any of the
properties or other assets of the Purchasers or any of their respective
Subsidiaries, or the properties or other assets of the Company and its
Subsidiaries after the Closing. 
Notwithstanding anything to the contrary contained in this Agreement,
nothing contained in this Section 9.2 shall limit the respective rights of the
parties to terminate this Agreement in accordance with the terms of Section
12.1 or shall limit or otherwise affect the respective conditions to the
obligations of the parties set forth in Articles VII and VIII hereof.


9.3           Access to Information.  Between the date of this Agreement and the
Closing Date, the Sellers shall, and shall cause their Affiliates (to the
extent reasonably required) to, upon reasonable request by the Purchasers,
provide the Purchasers, the Purchasers’ lenders and their respective employees,
counsel, accountants and other representatives and advisors (collectively, the “Representatives”) full access, during normal
business hours on reasonable notice (and at such other times as any Purchaser
reasonably requests) and under reasonable circumstances, to any and all
premises, properties, Contracts, commitments, books and records and other
information exclusively of or relating exclusively to the Stock or the Company
(the “Company Subject Matter”); provided,
however, that the Sellers shall use their respective commercially
reasonable efforts to provide to the Purchasers and their lenders any such
information that does not relate exclusively to the Company Subject Matter to
the extent such information can be segregated without undue effort from
information relating to the Sellers or their Affiliates and that is not
otherwise confidential or of a competitive nature; provided,
further, that such access may be limited
to the location at which the relevant information is normally maintained, shall
not unreasonably interfere with the operations of the Company or its
Affiliates, and shall be limited to the extent reasonably determined to be
required by the applicable law.  In
furtherance of the foregoing but subject to the limitations of this Section
9.3, the Sellers shall, and shall cause the Company’s Subsidiaries to, permit
the Purchasers, the Purchasers’ lenders and their respective Representatives to
have reasonable access to the Real Property to perform, at the Purchasers’
expense, any environmental testing that the Purchasers reasonably deem
appropriate, including, without limitation, a Phase I environmental site
assessment of any such property pursuant to ASTM Standard E 1527-05.


9.4           No Extraordinary Actions by the
Sellers.  In each case except as
disclosed on Section 9.4 of the Seller Disclosure Letter, or consented
to or approved in writing by the Parent (which consent or approval shall not be
unreasonably withheld, conditioned, delayed), or contemplated by this Agreement
or the Related Documents from the date hereof until the Closing, the Sellers
shall:



 37















 


(a)           cause the
Company and its Subsidiaries to conduct their respective businesses in the
ordinary course and in accordance, in all material respects, with (i) the
business plan and the Capital Program, and (ii) its past policies and
procedures;


(b)           not amend
or otherwise change the Certificate of Incorporation or bylaws or other
organizational documents of the Company or any of its Subsidiaries;


(c)           not permit
the Company or any of its Subsidiaries to admit, or undertake to admit, any new
stockholders, nor issue or sell any stock or other securities of the Company or
its Subsidiary or any options, warrants or rights to acquire any such stock or
other securities or repurchase or redeem any stock or other securities of the
Company;


(d)           not split,
combine or reclassify any shares of the Company’s or any Subsidiary’s capital
stock; or declare, set aside or pay any dividend or other distribution (whether
in cash, stock or property or any combination thereof) in respect of such
capital stock;


(e)           cause the
Company and each of its Subsidiaries not to take any action with respect to, or
make any material change in its accounting or Tax policies or procedures,
except as may be required by changes in generally accepted accounting
principles upon the advice of its independent accountants or as required by the
Securities and Exchange Commission (the “SEC”) or any securities
exchange;


(f)            cause the
Company and its Subsidiaries not to make or revoke any material Tax election or
settle or compromise any material Tax liability, or amend any material Tax
Return;


(g)           comply
with and not take any action or fail to take any action which would constitute
a material breach or default under any of (i) the Certificate of Incorporation
or bylaws or other organizational documents of the Company or any of its
Subsidiaries, (ii) any Real Property Lease, (iii) any other material Lease, or
(iv) any other Material Contract and/or any material judgment, order or other
writing with the force of Law;


(h)           not
dispose of, pledge, hypothecate, encumber, transfer or assign any of the Stock
or the equity securities of any Subsidiary of the Company, nor any material
assets of the Company or any of its Subsidiaries;


(i)            cause the
Company and its Subsidiaries not to acquire, lease or license any assets or
property, other than purchases of assets in the ordinary course of business, or
merge or consolidate with any entity;



 38
 









 


(j)            not take
any action or omit to take any action for the purpose of directly or indirectly
preventing, materially delaying or materially impeding the consummation of the
transactions contemplated by this Agreement;


(k)           maintain
in full force and effect the casualty insurance policies currently in effect
with respect to the Real Property and all other Insurance Policies, and shall
deliver to the Parent, upon request, reasonable evidence of same in the form of
certificates of such insurance;


(l)            not
terminate, amend or modify any Real Property Lease, material Lease, or any
other Material Contract, nor enter into any new or additional Material
Contracts of any type, nature or description, except in the ordinary course of
business and in accordance with past practice; provided, that
with respect to the transactions contemplated by the draft Agreement provided
to the Purchasers prior to the date hereof, by and between the Company and SV
Timbers Steamboat, LLC (the “Proposed OSP Transactions”), Sellers shall, on an
ongoing basis, keep Purchasers fully informed and give Purchasers the prior
opportunity to consult with Sellers in respect to all discussions, decisions
and documentation relating to the Proposed OSP Transactions; provided further,
that Purchasers shall have no rights of consent or approval as to any
agreements to be entered into with respect to the Proposed OSP Transactions
except to the extent Purchasers reasonably determine that such agreements would
have a material adverse effect upon the business operations of the Company,
taken as a whole, as such business operations are being conducted as of the
date of this Agreement;


(m)          with the
exception of necessary repairs and planning activities in conjunction with USFS
approved phase one capital projects (such planning activities totaling less
than $100,000), which are described in the Capital Program, or in accordance
with Section 9.1(l), not undertake any material capital improvement projects
nor make any material additions, improvements or renovations to existing
facilities and/or equipment;


(n)           not
institute or settle, except for settlements which do not exceed $100,000 in the
aggregate or are claims which are fully covered by insurance, except for
applicable self-insured retentions under existing insurance policies, any
Litigation;


(o)           not
create, incur or assume any short-term Indebtedness (including obligations in
respect of capital leases) on behalf of the Company or any Subsidiary, other
than in the ordinary course of business, or create, incur or assume any
long-term Indebtedness, and not assume, guarantee, endorse or otherwise become
liable or responsible (whether directly, contingently or otherwise) for the
obligations of any other Person, or make any loans, advances or capital
contributions to, or investments in, any other Person;


(p)           not enter
into, adopt or amend in any respect any Company Plan or (except for annual
adjustments in the ordinary course of business consistent with past practice)
increase 



 39
 









 


in any material respect the
compensation or benefits of, or modify the employment terms of, its directors,
officers or employees, generally or individually, or pay or promise to pay any
bonus or benefit to its directors, officers or employees (except as required by
the Company Plans in accordance with their terms immediately prior to the
execution of this Agreement) or hire any new officers, or, except in the
ordinary course of business, any new employees, nor terminate the employment of
or reassign any employees other than non-officer employees in the ordinary
course of business consistent with past practice;


(q)           not
increase the compensation or benefits payable under any existing employment,
severance or termination policies or agreements, or enter into any employment,
deferred compensation, severance or other similar agreement (or amend any such
existing agreement) with any director, officer or employee of the Company or
any Subsidiary (except as required by applicable Law), except for
(i) anniversary date adjustments for at-will employees, (ii)  as may
be required under the Collective Bargaining Agreement, or (iii)  in
connection with a new employment or consulting agreement with Billy Kidd.


(r)            not enter
into any collective bargaining agreement or similar labor agreement (other than
the Collective Bargaining Agreement), or renew, extend or renegotiate any
existing collective bargaining agreement or similar labor agreement (including
the Collective Bargaining Agreement); and


(s)           not agree
to do anything prohibited by this Section 9.4.


9.5           Commercially Reasonable Efforts;
Further Assurances.


(a)           Upon the
terms and subject to the conditions hereof (including without limitation, Sections
9.2 and 13.3), the Sellers and the Purchasers each agree, and agree to cause
each of their respective Affiliates, to use their respective commercially
reasonable efforts in good faith to take or cause to be taken all actions and
to do, or cause to be done, all things necessary, proper or advisable to ensure
that the conditions set forth in Articles VII and VIII are satisfied and to
consummate and make effective the transactions contemplated by this Agreement
and the Related Documents insofar as such matters are within their respective
control.


(b)           Except as
otherwise expressly provided for in this Agreement, the parties hereto shall
provide such information and cooperate fully with each other in making such
applications, filings and other submissions which may be required or reasonably
necessary in order to obtain all approvals, consents, authorizations, releases
and waivers as may be required under this Agreement and the Related Documents
as conditions to the parties’ Closing obligations.


(c)           Except as otherwise
expressly provided for in this Agreement, the parties hereto shall promptly
take all actions necessary to make each filing, including any supplemental 



 40
 









 


filing, which either of them may be
required to make with any Governmental Agency as a condition to or consequence
of the consummation of the transactions contemplated by this Agreement or any
Related Document.


(d)           On or
prior to the Closing, the parties hereto shall execute and deliver to each
other the Related Documents.


(e)           The
Sellers shall, to the extent permitted by applicable Law, use their
commercially reasonable efforts to assist and cooperate with the Purchasers in
making such arrangements as would permit the continued sales of alcoholic
beverages by the Company at the Resort following the Closing and pending the
issuance of a new liquor license to the Company reflecting the transactions
contemplated by this Agreement, including assisting with transfer applications;
and (ii) in causing the transfer of other operational permits used in the
conduct of the Company’s and its Subsidiaries’ businesses, including tramway
registrations, explosive permits, food service licenses and permits, FCC
permits, Public Utilities Commission permits and day care licenses.


(f)            ASC
agrees to honor the existing agreements with the owners in the Resort’s rental
management program with regard to reciprocal rights at other ASC ski resorts
through the end of the 2006/2007 ski season, each of which are set forth on Section
9.5(f) of the Seller Disclosure Letter, and the Purchasers agree to cause
the Company to agree to honor existing agreements of ASC and its Affiliates
with owners in the rental management programs at Other ASC Resorts with regard
to reciprocal right at the Resort through the end of the 2006/2007 ski season.


(g)           The
Purchasers agree to cause the Company to honor ASC’s obligations under ASC’s
multi-resort passes, multi-resort single day tickets (known as “MeTickets”) and
single-day complimentary lift ticket vouchers (issued in accordance with past
practices and at no significantly greater volume) through the end of the
2006/2007 ski season.  ASC will collect
the funds related to MeTickets and regularly reimburse the Purchasers for
honoring such obligations in an amount equal to the face value of the MeTicket
redeemed at the Resort.  The Purchasers
agree to cause the Company to honor ASC’s obligations under gift cards issued
prior to the Closing, and ASC will regularly and promptly reimburse the
Purchasers for ASC issued gift cards to the extent redeemed at the Resort after
the Closing.  Each of ASC and the Company
will provide access to its systems to the other party to enable it to track the
usage of such cards, tickets and passes. 
The manner of reimbursement and access described above shall be agreed
upon in good faith by ASC and the Purchasers.


(h)           Subject to
compliance by the Sellers with any proprietary rights, confidentiality or
similar regulations or agreements, the Sellers shall transfer, or shall cause
to be transferred, to the Company, at or prior to the Closing, all data and all
right, title and interest to such data that relates exclusively to the Company
and is maintained in electronic format by ASC or any of its Affiliates,
including, without limitation, marketing data and customer lists 



 41
 









 


(including skiers and lodging guests)
for the past three years, and shall not retain any of such data for the use of
ASC or for any other reason; provided, however, that the Sellers
shall use their respective commercially reasonable efforts to transfer to the
Company any such data that does not relate exclusively to the Company to the
extent such data can be segregated from information relating to the Sellers or
their Affiliates (other than the Company) and that is not otherwise subject to
a proprietary rights, confidentiality or similar agreement.


(i)            To the
extent that, following the Closing, the Company shall not be able to continue
to use any of the licenses set forth on Section 9.5(i) of the Seller
Disclosure Letter, the Sellers agree to use their commercially reasonable
efforts (excluding the payment of money or the delivery of any item of value)
to assist the Company in replacing such licenses and/or to provide the Company
with the benefits of such licenses (including allowing the Company to act as
sub-licensee to the extent the underlying license permits).


(j)            The
Purchasers agree to cause the Company to honor ASC’s obligations under the
partnership marketing arrangement set forth on Section 9.5(j) of the
Seller Disclosure Letter.  The parties
agree to act in good faith to address any such marketing arrangements which
continue beyond the 2006/2007 ski season. 
The Purchasers agree that ASC may, between execution of this Agreement
and the Closing Date, continue to book reservations at the Hotel for the 2006/2007
ski season at discounted rates for use by ASC and/or its affiliates for
partnership marketing purposes.  The
Purchasers agree to cause the Company to honor such reservations for the
2006/2007 ski season, provided such reservations are made in a manner and
volume and on terms substantially consistent with past practice.


(k)           ASC agrees
to continue to act as the conference and sales call center for the Company,
utilizing ASC’s call center in Park City, Utah through August 1, 2007, and the
Company agrees to pay to ASC on a monthly basis Steamboat’s portion of the
budgeted costs of operating such call center as set forth on Section 9.5(k) of
the Seller Disclosure Letter.  ASC agrees
to operate the call center through August 1, 2007 in a manner materially consistent
with past practice.


(l)            On or
prior to the Closing, ASC agrees to pay to the applicable individuals directly,
and to indemnify the Purchasers and to assume all obligations of the Company
with respect to, or relating to, the Change in Control Bonuses, including,
without limitation, any gross-up provision with respect to any parachute excise
tax imposed on the persons listed on Section 9.5(1) of the Seller Disclosure
Letter, but ASC shall not indemnify the Purchasers for any loss of a tax
deduction in connection with compensation payments made to such persons.


(m)          The Sellers
shall use their commercially reasonable efforts to obtain estoppel
certificates, in form and substance reasonably satisfactory to the Purchasers,
from all third parties to the contracts listed on Section 9.5(m) of the
Seller Disclosure Letter.



 42
 









 


9.6           Use of Names; Name Change.


(a)           As soon as
reasonably practicable after the Closing (and in no event later than sixty (60)
days after the Closing), the Purchasers shall cease (and cause the Company to
cease) to use any written materials, including, without limitation, labels,
packing materials, letterhead, advertising materials and forms, which include
the words identified on Section 9.6(a) of the Seller Disclosure Letter
(collectively, the “Seller Trade Names”); provided, however,
that the Company may use inventory, checks, application forms, product
literature and sales literature (but not letterhead, business cards or the
like), trail maps, signs or the like, each as in existence as of the Closing
Date, until the earlier of the exhaustion of such materials or the close of the
2006/2007 ski season.  Except as
specifically provided herein, each Purchaser agrees that it shall not hereafter
permit the Company to adopt or use any trade name, trademark or service mark
incorporating any of the Seller Trade Names or any trade name, trademark or
service mark likely to indicate endorsement or sponsorship by, or any
connection with, the Sellers or any of their Affiliates, including the name or
mark “American Skiing” or any name or mark similar thereto.


(b)           As soon as
commercially reasonably practicable after the Closing (and in no event later
than sixty 60 days after the Closing), ASC shall, and shall cause its
Affiliates to, cease to use any written materials, including labels, packing
materials, letterhead, advertising materials and forms, which include the words
identified on Section 9.6(b) of the Seller Disclosure Letter
(collectively, the “Purchaser Trade Names”);
provided, however, that ASC and its Affiliates may use inventory,
checks, application forms, product literature, sales literature (but not
letterhead, business cards or the like), trail maps, signs and the like, each
as in existence as of the Closing Date, until the earlier of the exhaustion of
such materials or the close of the 2006/2007 ski season.  Except as specifically provided herein, the
Sellers agree that they and their Affiliates shall not hereafter adopt or use
any trade name, trademark or service mark incorporating any of the Purchaser
Trade Names or any trade name, trademark or service mark likely to indicate
endorsement or sponsorship by, or any connection with, any Purchaser or any of
its Affiliates.


(c)           ASC shall,
and shall cause its Affiliates to, cease and desist the use of the internet
domain name “steamboatcanyons.com” and any other domain names containing the
word “steamboat” at the close of the 2006/2007 ski season and all times
thereafter.


9.7           Confidentiality; Publicity.  Each party shall hold, and shall use its
commercially reasonable efforts to cause its employees and agents to hold, in
strict confidence all information concerning the other parties or their
Affiliates furnished to it by such other Persons, all in accordance with the
Confidentiality Agreement, as if originally a party thereto who was required to
keep information confidential except that the Sellers shall maintain such
information with respect to the Company as confidential only to the extent such
information is specific to the Company and does not relate to the operations of
ASC or any of their Affiliates following the Closing Date.  Any release to the public of information with
respect to the matters contemplated by this Agreement (including any
termination of this Agreement) shall be made only in the form and manner
approved jointly by ASC and the Parent, provided that if a party is required by
law to make any disclosure concerning such matters, such party shall discuss in
good faith with the other party the form and content of such disclosure prior to
its release (but such release shall not require the prior approval of the other
parties).



 43
 









 


9.8           Transition.  Without limiting the agreements set forth in
Sections 9.9 and Article XI, for a period of six (6) months following the
Closing Date, ASC shall, and the Purchasers shall and shall cause the Company
to, cooperate in good faith to effect an orderly transition in the operation of
the Resort, provided, that neither party shall be required to expend any funds
or enter into any contractual commitments in performing its obligations under
this Section 9.8.


9.9           Access to Records After the
Closing.  The Sellers and the
Purchasers recognize that subsequent to the Closing they may have information
and documents which relate to the Company, the Resort, its employees, its
properties and Taxes that relate to the period prior to Closing and to which
the other party may need access subsequent to the Closing.  Each such party shall provide the other such
party and its Representatives commercially reasonable access, during normal
business hours on reasonable notice (and at such other times as such other
party reasonably requests) and under reasonable circumstances, to all such
information and documents, and to furnish copies thereof, which such other
party reasonably requests.  The
Purchasers and the Sellers agree that prior to the destruction or disposition
of any such books or records pertaining to the Company at any time within three
(3) years  after the Closing Date (or, in
any matter involving Taxes, within seven (7) years after the Closing Date),
each such party shall provide not less than thirty (30) calendar days prior
written notice to the other such party of any such proposed destruction or
disposal.  If the recipient of such
notice desires to obtain any such documents, it may do so by notifying the
other party in writing at any time prior to the scheduled date for such
destruction or disposal.  Such notice
must specify the documents which the requesting party wishes to obtain.  The parties shall then promptly arrange for
the delivery of such documents.  All
out-of-pocket costs associated with the delivery of the requested documents
shall be paid by the requesting party. 
Notwithstanding any provision of this Agreement or the Related Documents
to the contrary, in no event shall the Sellers or their Affiliates be required
to provide the Purchasers with access to or copies of the Sellers’, or their
Affiliates’ Tax Returns to the extent such Tax Returns do not relate to the
Company and in no case shall the Purchasers have any right to review any Tax
Returns other than pro forma Tax Returns of the Company.


9.10         No Employee Solicitation.  For a period of 12 months following the
Closing, (a) the Purchasers and their Affiliates shall not, directly or
indirectly, solicit for employment or employ or cause to leave the employ of
ASC or its Affiliates any individual that is serving at such time as an officer
of ASC or its Affiliates; and (b) ASC and its Affiliates shall not, directly or
indirectly, solicit for employment any individual that is employed at such time
by the Company or any of its Subsidiaries provided that the use of a general
solicitation (such as advertisement) not specifically directed to applicable
employees will not be deemed to be a violation of the no solicitation provision
of this Section 9.10.


9.11         Interim Operations of the Parent.  Prior to the Closing, unless the Sellers have
otherwise consented in writing thereto, the Parent shall not, and shall cause
the Buyer not to:


(a)           take any
action or omit to take any action for the purpose of directly or indirectly
preventing, materially delaying or materially impeding the consummation of the
transactions contemplated by this Agreement;



 44
 









 


(b)           directly
or indirectly authorize any of, or commit or agree, in writing or otherwise, to
take any action or actions which would make the representation of the
Purchasers set forth in this Agreement untrue or incorrect in any material
respect; and


(c)           enter into
any binding agreement to do any of the foregoing.


9.12         KIC Put.  Purchasers acknowledge that the Closing will
trigger the right of Kamori International Corporation, a Delaware corporation (“KIC”), owner of 14.99 shares of the common
stock of WPA (the “KIC Interest”), to
sell to the Company its entire interest in WPA in accordance with the terms of
that certain Stockholders’ Agreement, dated as of November 30, 1999, by and
among the Company, KIC and WPA (the “WPA
Stockholders’ Agreement”).  In
the event that KIC shall elect to exercise any of its rights pursuant to the
WPA Stockholders’ Agreement in connection with the transactions contemplated
hereby on or following the Closing Date, the Purchaser shall be solely
responsible for providing all funds necessary to enable the Company to effect
such purchase.  Purchasers shall, as a
condition to Closing, expressly agree to assume the continuing obligations
relating to the Resort contained in Section 7(c) of the Stock Purchase
Agreement dated as of August 1, 1997 by and among Kamori International
Corporation and affiliates of ASC, as amended, and to honor the lifetime season
pass benefits listed on Section 9.12 of the Seller Disclosure Letter, and to
require any succeeding transferee to succeed to its obligations under such
Section 7(c) and this Section; provided, that, ASC will cause to
be assigned to the Company, prior to Closing, all of ASC’s rights to
indemnification contained in that certain Indemnity Agreement, dated November
30, 1999, between ASC and KIC to the extent such rights relate to the
obligations being assumed by Purchasers under this Section 9.12.


9.13         Conveyance.  On or prior to the Closing, ASC shall cause
GSRP to convey to the Company, by warranty deed, the commercial core of the
Hotel, and by assignment agreement in form and substance reasonably acceptable
to the Purchasers, all right, title and interest in all of its assets,
including, without limitation, the GSRP Note, the GSRP Deed, all contract
rights, license rights and easement rights and all reserved declarant rights
held by GSRP, in each case free and clear of any Liens.


9.14         Financial Statement Cooperation.  Prior to the Closing, Sellers shall take all
actions reasonably requested by the Purchasers to assist the Purchasers and
their Affiliates or their Representatives in preparing for any filings the
Purchasers or any of its Affiliates may need to make with the SEC or any other
Governmental Agency, to the extent any such filing relates to the transactions
contemplated hereby, including preparing any financial statements required
under the Securities Act or the Exchange Act, or the rules and regulations
promulgated thereunder.  To the extent
reasonably requested by Purchasers after the Closing, ASC shall take all
actions reasonably requested by the Purchasers to assist the Purchasers and
their Affiliates or their Representatives in preparing for any filings
Purchasers or any of their Affiliates may need to make with the SEC or any
other Governmental Agency, to the extent any such filing relates to the
transactions contemplated hereby, including preparing any financial statements
required under the Securities Act or the Exchange Act or the rules and
regulations promulgated thereunder. 
Purchasers shall reimburse ASC for its reasonable expenses incurred in
providing assistance pursuant to this Section 9.14 subsequent to Closing.  ASC, when reasonably requested by Purchasers,
shall execute and deliver a representation letter, in form and substance
reasonably 



 45
 









 


satisfactory to ASC and
the Purchasers, to Purchasers’ auditors with respect to the pre-Closing
corporate allocations from ASC to the Company.


9.15         No Solicitation.  From the date hereof until the earlier of the
Closing or the termination of this Agreement, Sellers shall not and shall cause
each of their Representatives not to, directly or indirectly, (a) initiate,
solicit, encourage or otherwise facilitate any inquiry, proposal, offer or
discussion with any party (other than the Purchasers) concerning any merger,
reorganization, consolidation, recapitalization, business combination,
liquidation, dissolution, share exchange, sale of stock, sale of material
assets or similar business transaction involving the Company, its Subsidiaries
or any division of the Company, (b) furnish, or make available, any non-public
information concerning the business, properties or assets of the Company, its
Subsidiaries or any division of the Company to any Person (other than the
Purchasers) or (c) engage in discussions or negotiations with any Person (other
than the Purchasers) concerning any such transaction.  Sellers shall immediately notify any Person
with which discussions or negotiations of the nature described above were
pending that the Sellers are terminating such discussions or negotiations.  If the Sellers receive any inquiry, proposal
or offer of the nature described above, the Sellers shall, within two Business
Days after such receipt, notify the Purchasers of such inquiry, proposal or
offer, including the general terms of such inquiry, proposal or offer.


9.16         Intercompany Guarantees.  Prior to the Closing Date, ASC shall use
its  commercially reasonable efforts to
cause the Company and any of its Subsidiaries to be removed or released,
effective as of the Closing, or, if not possible, as soon thereafter as
reasonably practicable, in respect of all obligations of ASC or any of its
Affiliates under each of the guarantees and letters of comfort obtained by the
Company or any of its Subsidiaries for the benefit of ASC and its Affiliates
(other than the Company and its Subsidiaries) prior to the Closing, and for all
obligations of the Company and its Subsidiaries in respect thereof to be
terminated, with, in each case, such substitution, removal, release and
termination to be in form and substance reasonably satisfactory to the
Purchasers.  ASC agrees to indemnify and
hold harmless the Purchasers and their Affiliates (including the Company and
its Subsidiaries) from and against and in respect of Indemnifiable Losses
incurred by the Purchasers and their Affiliates (including the Company and its
Subsidiaries) under or pursuant to any such guarantee or letters of
comfort.  Prior to the Closing Date, the
Company shall use its commercially reasonable efforts and following the
Closing, the Purchasers shall use their commercially reasonable efforts, to
cause ASC and any of its Affiliates to be removed or released, effective as of
the Closing, or, if not possible, as soon thereafter as reasonably practicable,
in respect of all obligations of the Company or any of its Subsidiaries under
each of the guarantees and letters of comfort obtained by ASC or any of its
Affiliates for the benefit of the Company and its Subsidiaries prior to the
Closing, and for all obligations of ASC and its Affiliates in respect thereof
to be terminated, with, in each case, such substitution, removal, release and termination
to be in form and substance reasonably satisfactory to ASC.  The Purchasers agree to indemnify and hold
harmless ASC and its Affiliates from and against and in respect of
Indemnifiable Losses incurred by ASC and its Affiliates under or pursuant to
any such guarantee or letters of comfort.



 46
 









 


9.17         Third Party Contracts and Cross
Default Provisions.


(a)           The
parties agree that, to the extent that ASC or any of its Affiliates provides
the Company and any of its Subsidiaries the ability to receive services or use
assets that the Company or any of its Subsidiaries prior to the Closing
receives or uses pursuant to a contract of ASC or any of its Affiliates with a
third party, the parties will cooperate with each other to cause the Company
and any of its Subsidiaries, as applicable, to directly enter into a new
contract with such third party with respect to such services or assets to the
extent the Purchasers desire that the Company and the Subsidiaries continue to
receive such services from, or use such assets of, such third party after the
Closing, which cooperation shall be deemed to include, without limitation, ASC
requiring a third party, to the extent it has the power to do so under any such
contract, to split such contract into two separate contracts, one with ASC or
its Affiliate and the other with the Company.  The parties agree that, to the
extent that the Company or any of its Subsidiaries provides ASC and any of its
Affiliates (other than the Company and its Subsidiaries) prior to the Closing
the ability to receive services or use assets that ASC or any of its Affiliates
(other than the Company and its Subsidiaries) receives or uses pursuant to a
contract of the Company or any of its Subsidiaries with a third party, the
parties will cooperate with each other to cause ASC and any of its Affiliates
(other than the Company and its Subsidiaries), as applicable, to directly enter
into a new contract with such third party with respect to such services or
assets to the extent ASC desires that ASC and the Affiliates (other than the
Company and its Subsidiaries) continue to receive such services from, or use
such assets of, such third party after the Closing, which cooperation shall be
deemed to include, without limitation, the Company requiring a third party, to
the extent it has the power to do so under any such contract, to split such
contract into two separate contracts, one with ASC or its Affiliate and the
other with the Company.


(b)           Prior to
and after the Closing Date, ASC shall use its commercially reasonably efforts
to cause the third party(ies) to each contract with the Company or any of its
Subsidiaries which have cross-default or cross-termination provisions referring
to one or more contracts between such third party and/or one or more of its
Affiliate(s), and ASC and/or one or more of its Affiliates (excluding the
Company and its Subsidiaries), to agree to the removal from such contract of
the cross-default or cross-termination provisions which relate to such
contracts with ASC and/or one or more of its Affiliate(s).  Prior to the Closing Date, ASC, and following
the Closing Date, the Purchasers, shall use their commercially reasonably
efforts to cause the third party(ies) to each contract with ASC and/or one or
more of its Affiliates (excluding the Company or any of its Subsidiaries) which
have cross-default or cross-termination provisions referring to one or more
contracts between such third party and/or one or more of its Affiliate(s), and
the Company or any of its Subsidiaries, to agree to the removal from such
contract of the cross-default or cross-termination provisions which relate to
such contracts with the Company or any of its Subsidiaries.


ARTICLE X



SURVIVAL AND INDEMNIFICATION


10.1         Survival.  The representations and warranties contained
in Articles III and IV hereof and the covenants and agreements of the parties
contained herein to be performed on or 



 47
 









 


prior to the Closing
shall terminate upon consummation of the Closing; provided, however,
that the representations and warranties in Sections 3.1, 3.2, 3.4, 4.1 and 4.2
shall survive the Closing until the expiration of the applicable statute of
limitations.  The covenants of the
Sellers and the Purchasers contained in this Agreement which by their terms
require action following the Closing shall survive the Closing.


Notices for claims in
respect of an inaccuracy in any of the representations or a breach of any of
the warranties which survive the Closing must be received prior to the
expiration of the applicable statute of limitations for such representation or
warranty for any Indemnifiable Losses arising therefrom to be recoverable
hereunder.


10.2         Indemnification by ASC.  Subject to the terms and limitations set
forth herein, ASC shall indemnify, defend and hold harmless the Purchasers and
its Subsidiaries and Affiliates (including, following the Closing, the Company
and its Subsidiaries) and each of their respective past, present and future
directors, officers, employees, stockholders, agents and Representatives
(together, the “Purchaser Indemnitees”)
from and against any and all losses, liabilities, obligations, claims,
settlement payments, suits, damages, civil and criminal penalties and fines,
costs and expenses, Taxes, levies, imposts, duties, deficiencies, assessments,
charges, judgments, fines, fees and penalties, awards and interest, or other
charges (including court costs, any reasonable attorneys’ fees and cash
expenses of investigation) (“Indemnifiable Losses”),
resulting from, relating to, or arising out of any one or more of the following:


(a)           any
inaccuracy in any of the representations and warranties made by the Sellers in
Sections 3.1, 3.2 and 3.4 (without giving effect to any qualifications as to
Knowledge, materiality, Material Adverse Effect or similar qualifications
contained in such representations or warranties);


(b)           any breach
by ASC of any covenant to be performed or complied with by ASC in this
Agreement; or


(c)           any
liability related to the failure of the Sellers to pay in full any and all
transaction expenses related to the transactions contemplated by this
Agreement, as provided by Section 2.2, including any liability to an ASC Broker
in connection with this Agreement or the transactions contemplated thereby.


10.3         Indemnification by the Purchasers.  Subject to the terms and limitations set
forth herein, the Purchasers, jointly and severally, shall indemnify, defend
and hold harmless ASC and each of its Subsidiaries and Affiliates (not
including, following the Closing, the Company and its Subsidiaries), and each
of the respective past, present and future directors, officers, employees,
stockholders, agents and Representatives of ASC and such Affiliates (together,
the “Seller Indemnitees”), from and
against any and all Indemnifiable Losses resulting from, relating to or arising
out of any one or more of the following:



 48















 


(a)           any
inaccuracy in any of the representations and warranties made by the Purchasers
in Sections 4.1 and 4.2 (without giving effect to any qualifications as to
knowledge, materiality, Material Adverse Effect or similar qualifications
contained in such representations or warranties); or


(b)           any breach
by the Purchasers of any covenant to be performed or complied with by the
Purchasers in this Agreement or any breach by the Company or its Subsidiaries
of any covenant to be performed or complied with by the Company or its
Subsidiaries after the Closing under this Agreement.


10.4         Limitations on Indemnification.


(a)           To the
extent that a party hereto shall have any obligation to indemnify and hold
harmless any other Person hereunder, such obligation shall not include lost
profits or other consequential, special, punitive, incidental or indirect
damages (and the injured party shall not recover for such amounts), except to
the extent such amounts are required to be paid to a third party other than an
Indemnified Party or a Person affiliated therewith.


(b)           The amount
of any loss, liability, cost or expense for which indemnification is provided
under this Article X shall be net of any amounts actually recovered by a
Purchaser Indemnitee or a Seller Indemnitee, as the case may be, under an
insurance policy with respect to such loss, liability, cost or expenses.


(c)           Except as
provided in Article XI and except for fraud, from and after the Closing, the
indemnification obligations set forth in this Article X are the exclusive
remedy of the Indemnitees (a) for any inaccuracy in any of the representations
or any breach of any of the warranties or covenants contained herein or (b)
otherwise with respect to this Agreement, the Company and the transactions
contemplated by this Agreement and matters arising out of, relating to or
resulting from the subject matter of this Agreement, whether based on statute,
contract, tort, property or otherwise, and whether or not arising from the
relevant party’s sole, joint or concurrent negligence, strict liability or
other fault.


ARTICLE XI



TAX MATTERS


11.1         Tax Indemnification.


(a)           Subject to
Section 13.3, from and after the Closing Date, ASC (for purposes of this
Article XI only, the “Tax Indemnifying Party”),
shall be responsible for, shall pay or cause to be paid, and shall indemnify,
defend and hold harmless the Purchasers and the Company and reimburse the
Purchasers and the Company for the following Taxes, to the extent 



 49
 









 


that such Taxes have not been paid as
of the Closing Date and are not reflected in the determination of Working
Capital:  (i) all Taxes imposed on the
Company or the Purchasers as a result of the operations of the Company with
respect to any taxable year or period ending on or before the Closing Date;
(ii) with respect to taxable years or periods beginning before the Closing Date
and ending after the Closing Date, all Taxes imposed on the Company or the
Purchasers as a result of the operations of the Company, which Taxes are
allocable to the portion of such taxable year or period ending on the Closing
Date (an “Interim Period”) (Interim
Periods and any taxable years or periods that end on or prior to the Closing
Date being referred to collectively hereinafter as “Pre-Closing
Periods”); (iii) Taxes of any member of any affiliated group of
corporations (as defined in Section 1504 of the Code) with which the Company or
any of its Subsidiaries files or has filed a Tax Return on a consolidated,
combined, affiliated, unitary or similar basis for a taxable year or period
beginning before the Closing Date; (iv) Taxes or other costs of the Purchaser
Indemnities payable as a result of any inaccuracy in or breach of any
representation or warranty made in Section 3.17 of this Agreement or any breach
of any covenant contained in this Article XI, without duplication; and (v) any
Taxes or other payments required to be made after the Closing Date by the
Company or any of its Subsidiaries to any Person under any Tax sharing,
indemnity or allocation agreement or other arrangement in effect prior to the
Closing (whether or not written) with respect to a Pre-Closing Period.


(b)           For
purposes of this Section 11.1, in order to apportion appropriately any Taxes
relating to any taxable year or period that includes an Interim Period, the
parties hereto shall, to the extent permitted under applicable law, elect with
the relevant Tax authority to treat for all purposes the Closing Date as the
last day of the taxable year or period of the Company.  In any case where applicable law does not
permit the Company to treat the Closing Date as the last day of the taxable
year or period, then, in each such case, the portion of any Taxes that are
allocable to the portion of the Interim Period ending on the Closing Date shall
be: (i) in the case of Taxes that are based upon or related to income or
receipts, deemed equal to the amount that would be payable if the taxable year
or period ended on the Closing Date; and (ii) in the case of Taxes not
described in subparagraph (i) above that are imposed on a periodic basis, deemed
to be the amount of such Taxes for the entire period (or, in the case of such
Taxes determined on an arrears basis, the amount of such Taxes for the
immediately preceding period) multiplied by a fraction the numerator of which
is the number of calendar days in the Interim Period ending on the Closing Date
and the denominator of which is the number of calendar days in the entire
relevant period.


(c)           Subject to
Section 11.5 and the limitations contained in Section 11.3(b), payment of any
amount by the Tax Indemnifying Party under this Section 11.1 shall be made
within ten (10) days following written notice by the Buyer or the Company to
ASC that the Company is required to pay such amounts to the appropriate Tax
authority; provided, however, that the Tax Indemnifying Party
shall not be required to make any payment to any Purchaser or the Company
hereunder earlier than five (5) Business Days before it is due to the
appropriate Tax authority.



 50
 









 


(d)           All
matters relating in any manner to Tax indemnification obligations and payments
shall be governed exclusively by this Article XI except for provisions
regarding notice of claims, which shall be governed by Section 10.5.


11.2         Tax Refunds.  The Purchasers shall pay to ASC all refunds
or credits of Taxes received by any Purchaser or the Company or any of their
respective Subsidiaries after the Closing Date and attributable to Taxes paid
by the Company or its Subsidiaries (or any predecessor of the Company or its
Subsidiaries) with respect to a Pre-Closing Period, net of any Taxes imposed on
such refund amount, and adjusted to reflect any Tax benefit received by the
Purchasers or the Company in connection with the accrual or payment of amounts
pursuant to this Section 11.2, to the extent that such refund or credit was not
reflected in the Working Capital adjustment contemplated by Section 2.3.


11.3         Preparation and Filing of Tax
Returns and Payment of Taxes.


(a)           ASC shall
be responsible for the preparation and filing of (i) all income Tax Returns
with respect to the Company and its Subsidiaries for any Tax period ending on
or prior to the Closing Date and (ii) all non-income Tax Returns with respect
to the Company and its Subsidiaries for any Tax period ending on or prior to
the Closing Date, but only to the extent such Tax Returns are required to be
filed on or prior to the Closing Date. 
All such Tax Returns shall be prepared and filed in a manner that is
consistent, in all material respects, with the prior practice of the Company
and its Subsidiaries (including, without limitation, prior Tax elections and
accounting methods or conventions made or utilized by the Company and its
Subsidiaries), except as required by a change in the applicable Law or
regulations.


(b)           The
Purchasers shall prepare and timely file or cause the Company or its
Subsidiaries to prepare and timely file all Tax Returns required to be filed
after the Closing Date other than Tax Returns described as the responsibility
of ASC in Section 11.3(a).  All such Tax
Returns with respect to Pre-Closing Periods shall be prepared and filed in a
manner that is consistent, in all material respects, with the prior practice of
the Company or its Subsidiaries (including prior Tax elections and accounting
methods or conventions made or utilized by the Company or its Subsidiaries),
except as required by a change in the applicable Law or regulations.  The Purchasers shall deliver all such Tax
Returns with respect to Pre-Closing Periods to ASC for ASC’s review at least
forty-five (45) days prior to the due date (including extensions) of any such
Tax Return.  If ASC disputes any item on
such Tax Return, it shall notify the Purchasers of such disputed item (or
items) and the basis for its objection. 
The parties shall act in good faith to resolve any such dispute prior to
the date on which the Tax Return is required to be filed.  If the parties cannot resolve any disputed
item, the item in question shall be resolved by an independent accounting firm
mutually acceptable to ASC and the Purchasers. 
The fees and expenses of such accounting firm shall be borne equally by
ASC and the Purchasers.


(c)           ASC shall
deliver to Purchasers for their review any sales use, real property, transfer
or other non-income Tax Returns of the Company that are to be filed on or prior
to the Closing Date at least 45 days prior to the due date (including
extensions) of any such Tax Return or within 15 days after the date hereof ,
whichever is later, provided that any such 



 51
 









 


Tax Return that is due within 15 days
after the date hereof shall be delivered to Purchasers as soon as reasonably
practicable, but in any event prior to the due date (including extensions) of
such Tax Return.  If the Purchasers
dispute any item on a Tax Return delivered pursuant to the preceding sentence,
they shall notify ASC of such disputed item (or items) and the basis for their
objection.  The parties shall act in good
faith to resolve any such dispute prior to the date on which the Tax Return is
required to be filed.  If the parties
cannot resolve any disputed item, the item in question shall be resolved by an
independent accounting firm mutually acceptable to ASC and the Purchasers.  The fees and expenses of such accounting firm
shall be borne equally by ASC and the Purchasers.  Notwithstanding the foregoing, nothing in
this Section 11.3(c) shall prevent ASC or the Company from timely filing any
Tax Returns that are due (including extensions) on or prior to the Closing
Date.


11.4         Tax Cooperation.


(a)           For a
period of seven years from and after the Closing, ASC and the Purchasers agree
to furnish or cause to be furnished to each other, upon request, as promptly as
practicable, such information (including access to books and records), and
assistance relating to the Company and its Subsidiaries as is reasonably
requested for the filing of any Tax Returns, for the preparation of any audit,
and for the prosecution or defense of any claim, suit or proceeding related to
any proposed adjustment.  Any information
obtained under this Section 11.4(a) shall be kept confidential, except as may be
otherwise necessary in connection with the filing of Tax Returns or claims for
refund or in conducting an audit or other proceeding.  After the expiration of such seven-year
period, the Purchasers or ASC, as the case may be, may dispose of such
information, books and records, provided that prior to such disposition, (i)
ASC shall give the Purchasers the opportunity, at Purchasers’ expense, to take
possession of such information, books and records held by ASC; and (ii) the
Purchasers shall give ASC the opportunity, at ASC’s expense, to take possession
of such information, books and records held by the Company and its
Subsidiaries.


(b)           The
Purchasers agree that with respect to Pre-Closing Periods, they shall not, on
or after the Closing Date, without the prior written consent of ASC, amend any
Tax Return (except as required by Law), or waive or extend any statute of
limitations with respect to any such Tax Return to the extent such amendment or
waiver would increase the Taxes of the Company or its Subsidiaries for any
Pre-Closing Period.  ASC agrees that,
with respect to Pre-Closing Periods, it shall not, on or after the date hereof,
without the prior written consent of Purchasers, amend any Tax Return (except
as required by Law) of the Company or its Subsidiaries or the consolidated
group of corporations of which the Company or any Subsidiary is a member, or
waive or extend the statute of limitations with respect to any such Tax Return,
to the extent such amendment or waiver would increase the Taxes of the Company,
its Subsidiaries, or Purchaser in a taxable period (or portion thereof)
beginning on or after the Closing Date..


11.5         Tax Audits.


(a)           After the
Closing, the Purchasers shall notify ASC in writing (a “Tax Notice”) of any demand or claim received by
the Purchasers or the Company from any Tax 



 52
 









 


authority or any other party with
respect to Taxes for which the Tax Indemnifying Party is liable pursuant to
Section 11.1 within ten (10) days of the receipt of such demand or claim by the
Purchasers or the Company; provided, however, that a failure to
give such Tax Notice will not affect the rights of the Purchasers or the
Company to indemnification under Section 11.1 unless, or except to the extent
that such failure precludes the Tax Indemnifying Parties from contesting such
demand or claim.  Such Tax Notice shall
contain factual information (to the extent known) describing the asserted Tax
liability in reasonable detail and shall include copies of any notice or other
document received from any Tax authority in respect of any such asserted Tax
liability.


(b)           Subject to
the following sentence, ASC may elect to control the conduct, through counsel
chosen by ASC and reasonably acceptable to the Purchasers and at ASC’s own
expense, of any audit, claim for refund, or administrative or judicial
proceeding involving any asserted liability with respect to which indemnity may
be sought under Section 11.1, including any contest in respect of an Interim
Period (any such audit, claim for refund, or proceeding relating to an asserted
Tax liability is referred to herein as a “Contest”).  If ASC elects to control a Contest, ASC shall
within thirty (30) calendar days of receipt of the Tax Notice notify the Parent
in writing of its intent to do so; provided, however, that the
Purchasers and the Company are authorized to file any motion, answer or other
pleading that may be reasonably necessary or appropriate to protect their
interests during such 30 day period.  If
ASC properly elects to control a Contest, then ASC shall have all rights to
settle, compromise and/or concede such asserted liability and the Purchasers
shall cooperate and shall cause the Company (and any of its successors) to
cooperate in each phase of such Contest. 
If ASC does not elect to control the Contest, the Purchasers or the
Company may, without affecting its or any other indemnified party’s rights to
indemnification under this Article XI, assume and control the defense of such
Contest with participation by the Sellers.


(c)           In the
event that a Contest involves an Interim Period (a “Straddle
Contest”), the parties shall endeavor to cause the Contest
proceeding to be separated into two or more separate proceedings, one of which
shall involve exclusively the applicable Interim Period.  In the event that such separation cannot,
after diligent efforts, be achieved, the Purchasers and ASC shall jointly
control the Straddle Contest; provided, however, that, subject to this Section 11.5
generally, the Purchasers shall have all rights to make decisions, settle,
compromise and/or concede such asserted liability as relates to the portion of
the taxable period that begins after the Closing Date, and ASC shall have all
rights to settle, compromise and/or concede such asserted liability as relates
to the Interim Period.


(d)           With respect
to a Contest that is described in paragraphs (b) and (c) of this Section, and
which relates to a method of accounting, a recurring item of income, gain,
loss, deduction or credit.  Taxes other
than income Taxes, franchise Taxes, and Transfer and Recording Taxes, ASC’s
ability to settle, compromise and/or concede any asserted liability shall be
subject to the Parent’s consent, not to be unreasonably withheld, conditioned
or delayed, if ASC’s proposed settlement, compromise or concession would
adversely affect such Tax liability of the Company in a Post-Closing period; provided, however,
if the Parent does not provide ASC with such consent, and ASC shall pay to the
Parent the amount that ASC was willing to pay the 



 53
 









 


Taxing authority to settle the asserted
Tax liability, ASC shall be released by the Parent from all indemnification
obligations thereto pursuant to Section 11.1 and the Parent shall assume
control over the conduct of such Contest and shall have all rights if such
Contest does not involve any issues for which ASC remains liable under this
Article XI to make decisions, settle, compromise, and/or concede such asserted
liability.


(e)           Notwithstanding
anything contained in this Section 11.5 to the contrary, none of the Purchasers
or the Company shall be required to permit ASC to contest any claim; provided,
however, that the Tax Indemnifying Parties shall have no obligation to
pay, indemnify or reimburse the Purchasers or the Company for any amounts that
the Purchasers or the Company pay without the prior approval of ASC (which may
not be unreasonably withheld or delayed if the related indemnification
obligation does not have a material economic impact on ASC or the Indemnifying
Parties) with respect to a claim ASC timely elects to contest but is not
permitted to contest under this Section 11.5(e).


(f)            Notwithstanding
anything contained in this Section 11.5 to the contrary, ASC shall not, without
the prior written consent of the Parent (which consent shall not be
unreasonably withheld, contained or delayed), settle, compromise or concede any
asserted liability unless ASC has (i) paid or otherwise satisfied the asserted
liability on or prior to the date of such settlement, compromise or concession,
or (ii) obtained, as an unconditional term of such settlement, compromise or
concession, an unconditional release, issued by the applicable taxing authority
in favor of the Company, for all responsibility in respect of the asserted
liability.


11.6         Tax Treatment of Indemnification
Payment.  The parties agree to treat
any indemnity payment made under this Agreement as an adjustment to the
Purchase Price for all Tax purposes.


11.7         338(h)(10) Election.


(a)           Section
338(h)(10) Election; Allocation of “Adjusted Grossed-Up Basis.”  If requested by the Purchasers, ASC and the
Purchasers shall elect under section 338(h)(10) of the Code to treat the sale
of the Stock as a sale by the Company and its Subsidiaries of all of their
respective assets (the “Section 338(h)(10) Election”) and shall make any
such available election under any substantially similar state or local law, if
requested by the Purchasers.  The making
of the Section 338(h)(10) Election shall not increase the Purchase Price.  Subject to Section 13.3, ASC shall pay any
Tax associated with the Section 338(h)(10) Election and any analogous election
made under state or local law.  As
requested by the Purchasers, ASC shall take such actions as the Purchasers deem
necessary to effect the Section 338(h)(10) Election (including, without
limitation, the timely filing of Internal Revenue Service Form 8023 (Corporate
Qualified Stock Purchase Elections)).


(b)           Allocation.  On or before the date that is 30 days after
the Closing Date, the Purchasers shall provide to ASC a proposed allocation of
the Purchase Price for the deemed sale of assets resulting from the making of
the Section 338(h)(10) Election, setting forth the 



 54
 









 


estimated fair market values of the
assets of each of the Company and its Subsidiaries.  On or before the date that is 60 days after
the Closing Date, ASC and the Purchasers shall cooperate in developing and
agree upon a final allocation of such Purchase Price (the “Final Allocation”).  ASC and the Purchasers shall cooperate in
developing the Final Allocation.


(c)           Forms.  On or before the date that is ten days before
the Closing Date, ASC shall provide to the Purchasers drafts of all forms,
together with all drafts of required attachments thereto, other than allocation
of the Purchase Price, required for making the Section 338(h)(10) Election and
any such available election under any substantially similar state or local law
if requested by the Purchasers (the “Election Forms”).  On the Closing Date, ASC shall deliver to the
Purchasers the Election Forms, properly executed by ASC.  ASC and the Purchasers shall cooperate in
drafting and making final the Election Forms. 
If the parties have not reached agreement with respect to the allocation
schedule, then the dispute shall be presented to an independent accounting firm
mutually agreed upon by the Purchasers and ASC, whose determination shall be
binding on both parties.  The fees and
expenses of such accounting firm shall be paid one-half by the Buyer and
one-half by ASC.  ASC shall be
responsible for filing the Election Forms with the proper taxing authorities,
provided that the Parent or the Buyer, as the case may be, shall be responsible
for filing any Election Form that must be filed with its Tax Returns.


(d)           Modification;
Revocation.  The Purchasers and ASC
each agree that it shall not, and shall not permit any of its respective
Affiliates to, take any action to modify the Election Forms following the
execution thereof, or to modify or revoke the Section 338(h)(10) Election, or
any such available election under any substantially similar state or local law
if requested by the Purchasers, following the filing of the Election Forms,
without the written consent of the Purchasers or ASC, as the case may be.


(e)           Consistent
Treatment.  The Purchasers and ASC
shall, and shall cause their respective Affiliates to, file all Tax Returns in
a manner consistent with the information contained in the Election Forms as
filed and the Final Allocation, unless otherwise required because of a change
in applicable tax law.


(f)            Expenses
Resulting from Section 338(h)(10) Elections.  The Purchasers and their Affiliates, on the
one hand, and ASC and its Affiliates, on the other hand, shall bear their
respective administrative, legal and similar expenses resulting from the making
of the Section 338(h)(10) Election and any such available elections under any
substantially similar state or local law if requested by the Purchasers.


11.8         Tax Sharing Agreements.  Any Tax sharing agreements or arrangements to
which the Company or any of its Subsidiaries is a party or may have any
liability or obligation shall be terminated effective as of the Closing.  After the Closing, this Agreement shall be
the sole Tax sharing agreement relating to the Company or any Subsidiary for
all Pre-Closing Tax Periods.



 55
 









 


11.9         Survival of Obligations.  Notwithstanding any other provision of this
Agreement, the obligations of the parties set forth in this Article XI shall
remain in effect until the expiration of the applicable statutes of limitations
(including valid extensions thereof).


ARTICLE XII



TERMINATION


12.1         Termination.  This Agreement may be terminated at any time
prior to the Closing:


(a)           by the
written mutual consent of the parties hereto;


(b)           upon
written notice by (i) any party hereto, if any court of competent jurisdiction
or any other Governmental Agency shall have issued a Judgment or taken any
other action restraining, enjoining or otherwise prohibiting the transactions
contemplated by this Agreement and (ii) such Judgment or other action shall
have become final and nonappealable;


(c)           upon
written notice at any time on or after March 31, 2007 (the “Termination Date”),
by the Sellers, on the one hand, or the Purchasers, on the other hand, if the
Closing has not occurred by such date; provided, however, that
(i) if any of the Sellers is seeking termination, then none of the Sellers is
in breach in any material respect of 
their respective representations, warranties, covenants or agreements
contained in this Agreement or (ii) if any Purchaser is seeking termination, then
no Purchaser is in breach in any material respect of any of its
representations, warranties, covenants or agreements contained in this
Agreement; and provided  further, however, that the Sellers
may elect to extend the date of the Termination Date by up to 60 additional
days if the condition set forth in Section 7.4(a) shall have not been satisfied
and the parties shall have received a “second request” or the equivalent from
the applicable Governmental Authorities under the HSR Act;


(d)           upon
written notice by the Sellers, on the one hand, or by the Purchasers, on the
other hand, to the other party if the other party (being any of the Sellers or
the Purchasers) is in material breach of any of its representations,
warranties, covenants or agreements hereunder (which breach continues
unremedied by such party for thirty (30) days after written notice thereof to
such party); provided, however, that if such other party is any
Purchaser, it shall not be entitled to such 30-day period if it is in default
of its obligation to pay the Purchase Price to the Sellers on  the Closing Date as provided herein; and provided,
further, that (i) if any Seller is seeking termination, then no Seller
is then in breach in any material respect of its respective representations,
warranties, covenants or agreements contained in this Agreement or (ii) if any
Purchaser is seeking termination, then no Purchaser is then in breach in any
material respect of any of its representations, warranties, covenants or
agreements contained in this Agreement.


12.2         Other Agreements; Material To Be
Returned.



 56
 









 


(a)           In the
event that this Agreement is terminated pursuant to Section 12.1, the
transactions contemplated by this Agreement and the Related Documents shall be
terminated, without further action by any party hereto, and the Sellers on the
one hand and the Purchasers on the other hand shall immediately enter into, or
cause their relevant Affiliates to enter into, written consents to terminate
each of the Related Documents that have become effective prior to the date of
such termination.


(b)           Furthermore,
in the event that this Agreement is terminated pursuant to Section 12.1:


(i)            The
Purchasers shall return to Sellers or destroy all documents and other material
received from the Sellers, their Affiliates or any of their respective
Representatives relating to the Resort or the transactions contemplated by this
Agreement and the Related Documents, whether obtained before or after the
execution of this Agreement, to the Sellers; and


(ii)           The
Purchasers agree that all confidential information received by the Purchasers
or their Affiliates or their Representatives with respect to either of the
Sellers, the Company, the Resort or this Agreement or any of the Related
Documents or the transactions contemplated hereby or thereby shall be treated
in accordance with the Confidentiality Agreement, which shall remain in full
force and effect notwithstanding the termination of this Agreement, in
accordance with Section 9.7.


12.3         Effect of Termination.  In the event that this Agreement shall be
terminated pursuant to Section 12.1 hereof, all obligations of the parties
hereto under this Agreement shall terminate and become void and of no further
effect and there shall be no liability of any party hereto to any other party
except (a) for the obligations with respect to confidentiality and publicity
contained in Section 9.7 hereof, (b) as set forth in Section 13.3 in respect of
certain fees and expenses, (c) the obligations with respect to brokers
contained in Sections 3.16 and 4.6 and (d) this Article XII; provided, however,
that no party hereto shall be relieved from liabilities arising out of any
willful breach of its representations and warranties, or for any breach of its
covenants or other agreements contained in this Agreement.


ARTICLE XIII



MISCELLANEOUS


13.1         Complete Agreement.  This Agreement, the Related Documents (if
any) and the Schedules and Exhibits attached hereto and thereto and the
documents referred to herein (including the Confidentiality Agreement referred
to in Section 9.7 and the Confidentiality Agreement by and between Parent and
ASC dated December 17, 2006) and therein shall constitute the entire agreement
between the parties hereto with respect to the subject matter hereof and
thereof and shall supersede all previous negotiations, commitments and writings
with



 57
 









respect to such subject
matter.  Notwithstanding the foregoing,
the provisions of this Agreement shall supersede the terms of paragraph 5 of
such confidentiality agreements.


13.2         Waiver, Discharge, etc.  This Agreement may not be released,
discharged, abandoned, waived, changed or modified in any manner, except by an
instrument in writing signed on behalf of each of the parties hereto by their
duly authorized representatives.  The
failure of any party hereto to enforce at any time any of the provisions of
this Agreement shall in no way be construed to be a waiver of any such
provision, nor in any way be construed to affect the validity of this Agreement
or any part thereof or the right of any party thereafter to enforce each and
every such provision.  No waiver of any
breach of this Agreement shall be held to be a waiver of any other or
subsequent breach.


13.3         Fees and Expenses.  Except as otherwise expressly provided in
this Agreement, ASC shall pay all of the fees and expenses incurred by the
Sellers and the Parent shall pay all of the fees and expenses incurred by the
Purchasers, in connection with this Agreement, the Related Documents and the
transactions contemplated hereby and thereby. 
Notwithstanding the foregoing, the Parent, shall be responsible for the
payment of (i) all real estate transfer taxes and sales taxes payable as a
result of the consummation of the transaction contemplated hereby, (ii) the HSR
Act filing fee, and (iii) the cost of any Survey.


13.4         Amendments.  No amendment to this Agreement shall be
effective unless it shall be in writing signed by each party hereto.  Each of the parties hereto agree that no
amendment to any Related Document shall be effective unless it shall have been
approved in writing by each of the parties hereto.


13.5         Notices.  All notices, requests, consents and demands
to or upon the respective parties hereto shall be in writing, and, unless
otherwise expressly provided herein, shall be deemed to have been duly given or
made (a) if delivered by hand (including by overnight courier), when delivered,
(b) on the day after delivery to a nationally recognized overnight carrier
service if sent by overnight delivery for next morning delivery, and (c) in the
case of facsimile transmission, upon receipt of a legible copy.  In each case: 
(x) if delivery is not made during normal business hours at the place of
receipt, receipt and due notice under this Agreement shall be deemed to have
been made on the immediately following Business Day, and (y) notice shall be
sent to the address of the party to be notified, as follows, or to such other
address as may be hereafter designated by the respective parties hereto in
accordance with these notice provisions:


If to the Purchasers, to:


Wintergames Holdings SARL

1345 Avenue of the Americas, 46th Floor

New York, New York 10105

Attention: General Counsel

Facsimile: (917) 591-8433


With copies to:



 58
 









 


Intrawest ULC

Suite 800 — 200 Burrard Street

Vancouver, BC V6C 3L6

Attention: General Counsel

Facsimile: (604) 683-1862


and


Skadden, Arps, Slate,
Meagher & Flom LLP

Four Times Square

New York, New York  10036

Attn:  Joseph A. Coco

Facsimile:  (212) 735-2000


If to the Sellers, to:


c/o American Skiing
Company

One Monument Way

Portland, ME  04101

Attention:              Foster A. Stewart,
Jr., Esq.
                                  General
Counsel

Facsimile:               (207) 791-2607


and a copy to:


Goodwin Procter  LLP

53 State Street

Boston, MA  02109

Attention:              Samuel L.
Richardson, Esq.

Facsimile:               (617) 523-1231


13.6         Venue.  Any legal suit, action or proceeding arising
out of or relating to this Agreement may be instituted in any federal or state
court in New York County, New York, New York, pursuant to Section 5-1402 of the
New York General Obligation Law and each party hereto waives any objection
which it may now have or hereafter have to the laying of venue of any such
suit, action or proceeding in New York County, New York, New York, and each
party hereto hereby irrevocably submits to the jurisdiction of any such court
in New York County, New York, New York in any action, suit or proceeding.


13.7         GOVERNING LAW; WAIVER OF JURY TRIAL.


(A)          THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAW PRINCIPLES THEREOF.



 59















 


(B)           EACH PARTY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY ACTION, SUIT OR PROCEEDING BETWEEN THE PARTIES TO THIS AGREEMENT
ARISING OUT OF OR RELATING TO THIS AGREEMENT.


13.8         Headings.  The descriptive headings of the several
Articles and Sections of this Agreement are inserted for convenience only and
do not constitute a part of this Agreement.


13.9         Interpretation.  All pronouns and any variations thereof refer
to the masculine, feminine or neuter, singular or plural, as the context may
require.  All terms defined in this
Agreement in one form have correlative meanings when used herein in any other
form.  Any capitalized terms used in any
Schedule or Exhibit but not otherwise defined therein shall have the meaning as
defined in this Agreement.  When a
reference is made in this Agreement to a Section, Article, Exhibit or Schedule,
such reference shall be to a Section or Article of, or an Exhibit or Schedule
to, this Agreement unless otherwise indicated. 
For all purposes hereof, the terms “include”, “includes” and “including”
shall be deemed to be followed by the words “without limitation”.


13.10       Exhibits and Schedules.  The Exhibits and Schedules are a part of this
Agreement as if fully set forth herein.


13.11       Successors.  This Agreement and all of the provisions
hereof shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted assigns.  Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties
hereto except with the prior written consent of the other parties or by
operation of law; provided, however, that either of the
Purchasers may assign any or all of their rights or delegate any or all of
their duties under this Agreement to any Affiliate without the prior written
consent of the other party; provided  further, however,
that the Purchasers shall remain liable for their obligations and duties under
this Agreement notwithstanding any such assignment.


13.12       Remedies.


(a)           Except as
otherwise provided herein, any and all remedies herein expressly conferred upon
a party shall be deemed cumulative with and not exclusive of any other remedy
conferred hereby, or by law or equity upon such party, and the exercise by a
party of any one remedy shall not preclude the exercise of any other
remedy.  The parties hereto agree that
irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms or were
otherwise breached.  It is accordingly
agreed that the parties shall be entitled to an injunction or injunctions to
prevent breaches of this Agreement and to enforce specifically the terms and
provisions of this Agreement, without proof of actual damages, this being in
addition to any other remedy to which the parties are entitled at law or in
equity.


(b)           The
Purchasers shall be jointly and severally liable for the performance of any of
the obligations of any Purchaser hereunder and pursuant to Related Documents.



 60
 









 


13.13       Third Parties.  Except as provided in Article V and Sections
10.2 and 10.3, nothing herein expressed or implied is intended or shall be
construed to confer upon or give any Person, other than the parties hereto and
their successors and permitted assigns, any rights or remedies under or by
reason of this Agreement.


13.14       Severability.  If any provision of this Agreement shall be
declared by any court of competent jurisdiction to be invalid, illegal or
unenforceable in any respect, the other provisions shall not be affected by
such invalidity, illegality or unenforceability, but shall remain in full force
and effect.


13.15       Counterparts; Effectiveness.  This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same instrument and
each of which shall be deemed an original. 
This Agreement shall become effective when each party hereto shall have
received counterparts hereof signed by all of the other parties hereto.


13.16       NO OTHER REPRESENTATIONS.  EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES
OF THE SELLERS SPECIFICALLY CONTAINED IN ARTICLE III, NONE OF ASC, THE COMPANY
OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND
WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED
HEREBY OR THE CONDITION (FINANCIAL OR OTHERWISE) OF, OR ANY OTHER MATTER
INVOLVING, THE COMPANY, THE RESORT OR ASC. 
IN ADDITION, EXCEPT AS SPECIFICALLY PROVIDED IN ARTICLE III, NONE OF
ASC, THE COMPANY OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY WITH
RESPECT TO ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO THE
PURCHASERS, INCLUDING IN ANY “DATA ROOMS,” IN CONNECTION WITH ANY MANAGEMENT
PRESENTATIONS, OR IN CONNECTION WITH ANY OTHER MATTER (INCLUDING, WITHOUT
LIMITATION, THE PROVISION OF ANY BUSINESS OR FINANCIAL ESTIMATES AND
PROJECTIONS AND OTHER FORECASTS AND PLANS (INCLUDING THE REASONABLENESS OF THE
ASSUMPTIONS UNDERLYING SUCH ESTIMATES, PROJECTIONS OR FORECASTS)).


13.17       CONDITION OF THE BUSINESS.  EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE III
AND WITHOUT LIMITING THE PROVISIONS OF SECTION 13.16, THE COMPANY IS BEING SOLD
WITH ITS ASSETS AND THE RESORT IN THEIR “AS IS” CONDITION, AND NONE OF ASC, THE
COMPANY OR ANY OTHER PERSON MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES,
WHATSOEVER, EXPRESS OR IMPLIED, RELATING TO SUCH ASSETS, THE RESORT, OR THE
COMPANY, INCLUDING ANY REPRESENTATION OR WARRANTY (A) AS TO THE FUTURE SALES OR
PROFITABILITY OF THE BUSINESS AS IT WILL BE CONDUCTED BY THE BUYER OR (B)
ARISING BY STATUTE OR OTHERWISE IN LAW, FROM A COURSE OF DEALING OR USAGE OF
TRADE.  ALL SUCH OTHER REPRESENTATIONS
AND WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED BY THE SELLERS.


13.18       NO OTHER REPRESENTATIONS.  EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES
OF THE PURCHASERS SPECIFICALLY CONTAINED IN ARTICLE IV, NONE OF THE PARENT, THE
BUYER OR ANY OTHER



 61
 









 


PERSON MAKES ANY
REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, WITH
RESPECT TO EITHER THE TRANSACTIONS CONTEMPLATED HEREBY OR THE CONDITION
(FINANCIAL OR OTHERWISE) OF, OR ANY OTHER MATTER INVOLVING, THE PARENT OR THE
BUYER.  IN ADDITION, EXCEPT AS
SPECIFICALLY PROVIDED IN ARTICLE IV, NONE OF THE PARENT, THE BUYER OR ANY OTHER
PERSON MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ANY INFORMATION,
DOCUMENTS OR MATERIAL MADE AVAILABLE TO THE SELLERS.


13.19       INDEPENDENT INVESTIGATION.  EACH PURCHASER HEREBY ACKNOWLEDGES AND
AFFIRMS THAT IT HAS CONDUCTED AND COMPLETED ITS OWN INVESTIGATION, ANALYSIS AND
EVALUATION OF THE COMPANY, ITS ASSETS AND THE RESORT, THAT IT HAS MADE ALL SUCH
REVIEWS AND INSPECTIONS OF THE RESULTS OF OPERATIONS, CONDITION (FINANCIAL AND
OTHERWISE) AND PROSPECTS OF SUCH ASSETS, THE RESORT AND THE COMPANY AS IT HAS
DEEMED NECESSARY OR APPROPRIATE, AND THAT IN MAKING ITS DECISION TO ENTER INTO
THIS AGREEMENT AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY IT HAS
RELIED SOLELY ON (A) ITS OWN INVESTIGATION, ANALYSIS AND EVALUATION OF THE
RESORT AND (B) THE REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLERS
CONTAINED IN THIS AGREEMENT.



 62
 









 


IN WITNESS WHEREOF, each of the parties hereto has
caused this Agreement to be executed by its duly authorized representatives as
of the day and year first above written.


	
  

  	
  STEAMBOAT SKI
  & RESORT CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William J. Fair

  
	
   

  	
   

  	
  Name:  William J. Fair

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AMERICAN SKIING
  COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William J. Fair

  
	
   

  	
   

  	
  Name:  William J. Fair

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  STEAMBOAT
  ACQUISITION CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Randal A.
  Nardone

  
	
   

  	
   

  	
  Name:  Randal A. Nardone

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WINTERGAMES
  HOLDINGS SARL

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Randal A.
  Nardone

  
	
   

  	
   

  	
  Name:  Randal A. Nardone

  
	
   

  	
   

  	
  Title:

  



 



 63















Exhibit A to Purchase
Agreement


SOFTWARE LICENSE
AGREEMENT


This Software License
Agreement (this “Agreement”) is made as of this        
day of                      ,
2006, by and between                         ,
a                        
corporation (“XYZ”), and Steamboat Ski and Resort Corporation, a Delaware
corporation (“SSRC” and together with XYZ the “Licensor”), on the
one hand, and American Skiing Company, a Delaware corporation (the “Licensee”),
on the other hand.


WHEREAS, SSRC owns (1) a
vacation planning and ecommerce storefront system that is comprised of certain
computer software programs (in source and object code format) and technical and
user documentation and materials related to such programs, including without
limitation the software, documentation and materials described on Exhibit A
(collectively, “CORIS”); and (2) a work request and management system
that is comprised of certain computer software programs (in source and object
code format) and technical and user documentation and materials related to such
programs, including without limitation the software, documentation and
materials described on Exhibit A (collectively, “WRMS”)


WHEREAS, pursuant to the
Stock Purchase Agreement dated as of                      
      , 2006 by and between XYZ and Licensee (the
“SPA”), XYZ purchased from Licensee all of the issued and outstanding
shares of common stock of SSRC; and


WHEREAS, pursuant to the
SPA, XYZ agreed to grant Licensee a license to use CORIS and WRMS on the terms
and conditions set forth herein.


NOW THEREFORE, for and in
consideration of the foregoing, the agreements and undertakings hereinafter
provided and for other good and valuable consideration, the receipt and
sufficiency of which is hereby expressly acknowledged by Licensor and Licensee,
Licensor and Licensee hereby agree as follows:


1.             LICENSE GRANT.


(a)           License.  Licensor hereby grants to Licensee a
worldwide, nonexclusive, non-assignable (except to the limited extent set forth
in Section 11(b) hereof), nontransferable, sub-licensable (as permitted in
Section 1(c) below), royalty-free, fully-paid license to make, use, modify,
translate, reverse engineer, reproduce, decompile, disassemble, create
derivative works based on, copy, display and/or merge into another program or
programs in whole or in part CORIS and WRMS, including without limitation the
Enhancements provided to Licensee under Section 3 below (including all source
code, object code and documentation related thereto) (collectively, the “Software”).
The rights granted to Licensee pursuant to this Section 1(a), collectively
referred to herein as the “License.”


(b)           Restriction;
Remote Access.  Except as expressly
set forth in this Agreement, the Licensee shall only be permitted to use the
Software at the resorts or related facilities owned and/or operated by Licensee
or its subsidiaries as of the Effective Date (as defined in Section 4 below),
and as listed in Exhibit C (such resorts or related facilities, the “Licensed
Resorts”).  For the purposes of the
Maintenance and Support Services (as defined below), Licensee shall provide 













Licensor and Licensor’s employees, agents, and independent contractors
with remote access to the Software as installed at the processing units at any
and all of the Licensed Resorts.


(c)           Sublicense
Rights.  Licensee may sublicense any
and all of the rights included in the License to any and all of its
subsidiaries that own and/or control the Licensed Resorts (as defined herein), provided
that Licensee’s rights in the source code of the Software shall not be sublicensed or otherwise transferred
by Licensee to any party (including Licensee’s subsidiaries, the Licensed
Resorts, and Licensee’s agents and independent contractors) so long as
Maintenance and Support Services are being provided hereunder, or otherwise in
conjunction with Licensee’s enhancement of the Software.  In the event that Licensee sells, conveys or
otherwise transfers its ownership of all (including without limitation in
connection with an asset sale), or substantially all of its direct or indirect
equity interests in, any of the Licensed Resorts, then the sublicense
with respect to such Licensed Resort(s) shall terminate, and Licensor shall
enter into an agreement with purchaser(s) of such Licensed Resort(s) on the
same terms and conditions as contained in this Agreement, except that Licensor
shall have no obligation to provide to the purchaser any services described in
Section 3, or to provide any right to sublicense the Software.


2.             OWNERSHIP AND USE OF SOFTWARE


(a)           Ownership
and Use of Software; Confidentiality. 
Licensee acknowledges that the Software is a commercially valuable
proprietary product and trade secret of Licensor, and that the Software
(including but not limited to the Software’s design, programming techniques,
algorithms and codes) is regarded by Licensor as secret and confidential.  Licensee agrees not to disclose any portion
of the Software to unauthorized persons, whether or not such portion is or may
be validly copyrighted or patented. 
Licensee shall treat all proprietary information related to the Software
of the Licensor, and the Software of Licensor, as confidential and shall
safeguard it to the same extent that the Licensee safeguards its own
confidential information but in any event in at least a reasonably prudent
manner.  Licensee’s use of the Software
shall comply with all applicable laws. 
Licensee agrees to use its commercially reasonable efforts to ensure
that all those persons having access to the Software under this Agreement shall
observe and perform the obligation set forth in this Section.  The terms of this paragraph shall survive the
termination of this Agreement.


(b)           Ownership
of Enhancements.  Each party shall be
the sole and exclusive owner throughout the world of any and all right, title
and interest in and to any and all (i) corrections, additions, enhancements,
upgrades, updates, corrections, and improvements of or to the Software
(collectively, “Enhancements”) made by such party to the Software, and
all derivative works based thereon that are created by such party and (ii)
copyright, patent, trade secret and/or other intellectual property rights in
and to any and all such additions, modifications, improvements and derivative
works.  For a period of 24 months from
the Effective Date, in the event that either party provides the other party
with any Enhancements in accordance with Section 3(d) below, the provisions of
the License will be extended to such Enhancements, except that in the case of
Enhancements provided by Licensee to Licensor, Licensee shall be considered the
“Licensor” hereunder, and vice versa.



 2
 









3.             MAINTENANCE AND SUPPORT.  The services described in Sections 3(a) and
3(b) are referred to as the “Maintenance and Support Services”.  Except
as set forth in Sections 3(a), 3(b), and 3(d), neither party shall have any
obligation to develop, or to create or provide Enhancements (as defined
below) to the other party, or to support the other party’s use of, the
Software.


(a)           Defects.


(i)            “Defect”
means any material problem, defect, failure or other error in the Software
discovered by Licensor or reported to it by Licensee.  Defects include, without limitation, any
failure of the Software to materially perform any of the primary functions for
which it was designed and any material error in the Software such that it fails
to operate in substantial conformance with the corresponding documentation.


(ii)           Defect
Reports.  Licensee shall be entitled
to submit to Licensor written notice of a Defect (as defined below), which
notice (a “Defect Report”) shall describe any Defects, identify the
associated severity level of the Defects and, to the extent readily available,
give the Licensor sufficient information to enable the Licensor to reproduce
the Defects.  Defect Reports may be
submitted in Licensee’s reasonable discretion via e-mail, or fax, or other
mutually acceptable means of communication.


(iii)          Defect
Correction.  After submission of a
Defect Report, Licensor shall use commercially reasonable efforts to provide a
correction for the Defect in the Software (each, a “Correction”) as
follows:


(A)          Priority 1 Defects.  “Priority 1 Defect” means a Defect
that causes any of the following occurrences: (A) substantial restrictions on,
substantial disruption of, or substantial adverse impact on Licensee’s business
operations making use of the Software; (B) inability to access or use an
important function of the Software; or (C) any errors resulting in material
data loss, data corruption, or inaccuracies in the Software’s output or
processing.  Licensor shall (X) within
one twenty-four (24) hours after submission of the Defect Report, use
commercially reasonable efforts to assign fully qualified technicians to repair
the Defect; (Y) use commercially reasonable efforts to provide a workaround by
the end of one (1) week; and (Z) use commercially reasonable efforts to supply
a Correction as soon as possible.


(B)           Priority 2
Defects.  “Priority 2 Defect”
means a Defect that is not a Priority 1 Defect and that causes (A) significant
restrictions on, significant disruption of, or significant adverse impact on
Licensee’s business operations making use of the Software; or (B) inability to
access or use a non-trivial function of the Software.  Using commercially reasonable efforts,
Licensor shall (X) within one (1) week after submission of the Defect Report,
assign fully qualified technicians to repair the Defect; (Y) provide a
workaround within one (1) calendar month; and (Z) supply a Correction as soon
as possible.


(C)           Priority
3 Defects.  “Priority 3 Defect”
means any Defect that is 



 3
 









neither a Priority 1 Defect nor a Priority 2 Defect.  Licensor shall use commercially reasonable
efforts to, within three (3) calendar weeks after submission of the Defect
Report, respond to the Defect Report by informing Licensee how Licensor intends
to correct the Defect (e.g., provide a workaround, or provide a Correction).


(b)           Support.  Licensor shall use commercially reasonable
efforts to support the operation and use of the Software by Licensee, including
without limitation by using commercially reasonable efforts to provide the
services described on Exhibit B to this Agreement.


(c)           Fees. 
Licensee shall, on a quarterly basis, pay to Licensor a fee for all
Maintenance and Support Services in an amount equal to a pro-rata share (based
on the number of reservation components included in all orders placed by the
Licensed Resorts compared to the total number of reservation components placed
through CORIS by the Licensed Resorts plus the Steamboat ski resort) of the
total costs of such Maintenance and Support Services.  Maintenance and Support Services shall be
provided to any authorized sublicensees on the same payment terms.  Any fees for Maintenance and Support Services
with respect to Enhancements shall be governed by Section 3(d) below.


(d)           Provision
of Enhancements.  Licensee shall be
entitled to submit to Licensor written requests for any desired
Enhancements.  Requests may be submitted
via e-mail, fax, or postal or courier service. 
If the parties mutually agree that any such Enhancement will be provided
by Licensor, the scheduling and payment terms regarding such Enhancement shall
be negotiated by the parties in good faith. 
If Licensor completes any material Enhancements, Licensee may request
that Licensor provide to Licensee such Enhancements, in object code, with
updated documentation (if any), upon scheduling and payment terms to be
negotiated by the parties in good faith. 
If Licensee completes any Enhancements, Licensor may request that
Licensee provide to Licensor such Enhancements, in object code, with updated
documentation (if any), upon scheduling and payment terms to be negotiated by
the parties in good faith.  Neither party
shall have any obligation to provide maintenance or support services with
respect to Enhancements made by the other party.


(e)           Training.  Upon
request of Licensee and for a fee to be negotiated in good faith between the
parties, Licensor shall provide training services to designated employee(s) of
Licensee with respect to installation or use of the Software.


4.             TERM AND TERMINATION.


(a)           The
“Term” of this Agreement shall commence as of the closing date under the
SPA (the “Effective Date”) and shall continue in perpetuity unless
terminated pursuant to this Section 4.


(b)           Termination
by Licensor.


(i)            License.  The License granted hereunder may be
terminated by Licensor in the event of a material or recurring breach by
Licensee of any of the terms of this Agreement, and not for any other reason.



 4
 









(ii)           Maintenance
and Support Services.  Licensor shall
provide the Maintenance and Support Services described in Section 3 for a
period of twenty-four (24) months. 
Notwithstanding the foregoing to the contrary, in the case of any
Licensed Resort for which Licensee is using a version of the Software that
Licensee modified without Licensor’s approval, Licensor may terminate the
Maintenance Services described in
Section 3(a) and the Support Services with respect to such Licensed Resort upon
written notice.


(c)           Termination
by Licensee.  Licensee may terminate
this Agreement, including the License, as to any Licensed Resort at any time
upon one hundred eighty (180) days written notice to Licensor.


(d)           Effect
of Termination.  On or before thirty
(30) days after the termination of this Agreement as it relates to all Licensed
Resorts, Licensee shall cease use, and destroy all copies, of the
Software.  Upon termination of the
Maintenance and Support Services, Licensor shall have no obligation to provide
any Maintenance and Support Services or training services.  In the event that the parties agree that
Licensor shall provide additional Maintenance and Support Services or training
services after the initial twenty-four (24) months, the terms for such services
will be negotiated in good faith by the parties.


5.             REPRESENTATIONS AND WARRANTIES.  Licensor represents and warrants to Licensee
that it has the right to grant the License as set forth herein.  Licensor covenants that all Maintenance and
Support Services shall be provided at a level of professionalism and competence
equal to the level of professionalism and competence such services were
provided by Licensee with respect to the Software during the six (6) months
prior to the Effective Date.  OTHER THAN
AS SET FORTH ABOVE, THE SOFTWARE AND THE MAINTENANCE AND SUPPORT SERVICES ARE
PROVIDED “AS IS,” AND LICENSOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR
IMPLIED, WITH RESPECT TO THE SOFTWARE OR RELATED DOCUMENTATION, AND THE
MAINTENANCE AND SUPPORT SERVICES INCLUDING THEIR QUALITY, PERFORMANCE,
MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE OR
USE.  THE ENTIRE RISK AS TO THE QUALITY
AND PERFORMANCE OF THE SOFTWARE AND THE MAINTENANCE AND SUPPORT SERVICES ARE
WITH LICENSEE, AND LICENSOR PROVIDES NO GUARANTEE THAT THE SOFTWARE WILL MEET
LICENSEE’S REQUIREMENTS, BE ERROR-FREE OR OPERATE WITHOUT INTERRUPTION OR BE
FREE FROM INFRINGEMENT OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.  EXCEPT AS OTHERWISE PROVIDED FOR IN THIS
AGREEMENT, NEITHER LICENSOR NOR ITS AFFILIATES, THIRD-PARTY VENDORS OR THEIR
SUPPLIERS SHALL HAVE ANY RESPONSIBILITY TO MAINTAIN THE SOFTWARE TO SUPPLY ANY
CORRECTIONS, UPDATES OR RELEASES IN CONNECTION THEREWITH.


6.             LIMITATION
OF LIABILITY.  IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR
ANY ACT OR OMISSION IN THE ABSENCE OF WILLFUL MALFEASANCE OR GROSS NEGLIGENCE
BY THE OTHER PARTY.  TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL NOT BE LIABLE FOR ANY
SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR
FOR LOST PROFIT, REVENUE, AND 



 5
 









LICENSOR SHALL NOT BE
LIABLE FOR LICENSEE’S USE OF DATA IN CONNECTION WITH THE PROGRAMS OR
DOCUMENTATION PROVIDED BY LICENSOR, EVEN IF LICENSOR HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH LOSS.  TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW, THE CUMULATIVE LIABILITY OF EACH PARTY TO
THE OTHER FOR ALL CLAIMS WHATSOEVER ARISING OUT OF THE LICENSES GRANTED
HEREUNDER, INCLUDING ANY CAUSE OF ACTION SOUNDING IN CONTRACT, WARRANTY, TORT
OR STRICT LIABILITY SHALL NOT EXCEED (1) $100 FOR ANY CAUSE OF ACTION ARISING
ON OR PRIOR TO THE EFFECTIVE DATE, OR (2) THE FEES ACTUALLY RECEIVED BY THE
LICENSOR UNDER THIS AGREEMENT OVER THE COURSE OF ONE FISCAL YEAR PRIOR TO THE
DATE THE CAUSE OF ACTION AROSE.


7.             ACKNOWLEDGEMENT. BOTH PARTIES ACKNOWLEDGE
THAT THE TERMS OF THIS AGREEMENT, INCLUDING THE LICENSE FEES, REFLECT IN PART
THE PARTIES’ RELIANCE ON THE LIMITATIONS AND DISCLAIMERS CONTAINED IN
PARAGRAPHS 5 THROUGH 6 HEREOF


8.             TRADEMARKS.  Licensee acknowledges that nothing herein has
granted Licensee any right, title or interest in and to the marks CORIS or
WRMS.


9.             INDEMNIFICATION. 
Each party shall indemnify, defend and hold harmless
the other party, and its affiliates, its and their employees, officers,
directors, agents, successors and assigns, and third party vendors or their
suppliers (collectively, the “Indemnified Parties”), from and against,
any and all liabilities, obligations, damages, deficiencies, losses, costs and
expenses, including reasonable attorneys’ fees and other expenses incurred in
the investigation and defense of any claim (as hereinafter defined), in each
case as incurred and finally awarded by a court or arbitrator of competent
jurisdiction, based on any claim, inquiry, investigation, proceeding, suit
and/or action by a third party to which any Indemnified Party may become
subject resulting from or arising out of or in connection with (i) the
indemnifying party’s breach of any of the terms or conditions of this
agreement, or (ii) the use by the indemnifying party of the Software, except to
the extent that any such claim, as finally determined by a court of competent
jurisdiction, was caused solely and directly by the gross negligence, willful
misconduct or fraud of any of the Indemnified Parties.


10.          SOFTWARE OWNED BY THIRD PARTIES.  In the event that any
Enhancement provided by Licensor under this Agreement runs with or is dependent
upon hardware or other software developed by others (including operating
systems that must be initialized at hardware start-up and which control system
services and operation), Licensor shall notify Licensee of such requirement.


11.          MISCELLANEOUS.


(a)           Complete
Agreement.  This Agreement and the
Exhibits attached hereto and the documents referred to herein and therein shall
constitute the entire agreement between the parties hereto with respect to the
subject matter hereof and thereof and shall supersede all previous
negotiations, commitments and writings with respect to such subject matter.



 6
 









(b)           Assignment.  For a period of twenty-four (24) months after
the Effective Date, this Agreement may not be assigned, in whole or in part, by
Licensor without Licensee’s written consent, not to be unreasonably
withheld.  After a period of twenty-four
(24) months after the Effective Date, this Agreement may be freely assigned by
Licensor.  Licensee may assign this
Agreement, including the License, in connection with a transfer of the
ownership (including without limitation in connection with an asset sale) of
Licensee.  In the event of any assignment
hereunder, the assignee shall assume all of the obligations of the assignor to
the extent accruing after such assignment. 
In the event that Licensee sells, conveys or otherwise transfers its
ownership of (including without limitation in connection with an asset sale),
or substantially all of its direct or indirect equity interests in, any of the
Licensed Resorts, then Licensor shall enter into an agreement with the
purchaser(s) of such Licensed Resort(s) pursuant to Section 1(c) above.  Licensor or Licensee may collaterally assign
this Agreement to an institutional lender that is providing financing in
connection with the Steamboat ski resort or any of the Licensed Resorts and
this Agreement may be assigned in connection with such lender’s exercise of
remedies pursuant to the collateral assignment.


(c)           Waiver,
Discharge, etc.  This Agreement may
not be released, discharged, abandoned, waived, changed or modified in any
manner, except by an instrument in writing signed on behalf of each of the
parties hereto by their duly authorized representatives.  The failure of any party hereto to enforce at
any time any of the provisions of this Agreement shall in no way be construed
to be a waiver of any such provision, nor in any way be construed to affect the
validity of this Agreement or any part thereof or the right of any party
thereafter to enforce each and every such provision.  No waiver of any breach of this Agreement
shall be held to be a waiver of any other or subsequent breach.


(d)           Fees
and Expenses.  Except as otherwise
expressly provided in this Agreement, each party hereto shall pay all of the
fees and expenses incurred by it in connection with this Agreement and the
transactions contemplated hereby and thereby.


(e)           Amendments.  No amendment to this Agreement shall be
effective unless it shall be in a writing signed by each party hereto.


(f)            Notices.  All notices, requests, consents and demands
to or upon the respective parties hereto shall be in writing, and, unless
otherwise expressly provided herein, shall be deemed to have been duly given or
made (i) if delivered by hand (including by overnight courier), when delivered,
(ii) on the day after delivery to a nationally recognized overnight carrier
service if sent by overnight delivery for next morning delivery, (iii) in the
case of mail, three (3) Business Days after deposit in United States first
class mail, certified with return receipt requested and postage prepaid and
(iv) in the case of facsimile transmission, upon receipt of a legible
copy.  In each case: (A) if delivery is
not made during normal business hours at the place of receipt, receipt and due
notice under this Agreement shall be deemed to have been made on the
immediately following business day, and (B) notice shall be sent to the address
of the party to be notified, as follows, or to such other address as may be
hereafter designated by the respective parties hereto in accordance with these
notice provisions:


If to the
Purchaser, to:



 7
 









 


[...]


With a copy to:


[...]


If to the Seller,
to:


American Skiing Company


One Monument Way


Portland, ME  04101


Attention:  Foster A. Stewart, Jr., Esq.


General Counsel


Facsimile:  (207) 791-2607


With a copy to:


(g)           Governing
Law; Waiver of Jury Trial; Dispute Resolution.


(i)            This
Agreement shall be governed by and construed in accordance with the laws of the
state of New York without regard to conflict of law principles thereof.


(ii)           Any
controversy or claim arising out of or related to this Agreement, or the
Software and/or subject matters addressed in this Agreement shall be solely and
exclusively resolved by binding arbitration conducted before
J.A.M.S./Endispute, Inc. or its successor, in New York, New York, before a
single arbitrator mutually agreed upon by the parties.  In the event that a single arbitrator cannot
be agreed upon, each party will select one arbitrator and the presiding single
arbitrator shall be chose by mutual agreement of the selected arbitrators.  The arbitration shall be governed by the
rules and regulations promulgated by J.A.M.S./Endispute, Inc. unless specifically
modified herein.  The arbitrator shall
have case management authority and shall resolve the controversy in a final
award within 180 days from the commencement of the arbitration action, unless
otherwise agreed in writing by the parties. 
Costs and fees may be assessed by the arbitrator in accordance with
Section 10(g)(iii).  To the extent
possible, the arbitrator shall apply the governing law agreed to by the parties
above.  There shall be no appeal from the
arbitral award, except for fraud committed by the presiding arbitrator in
carrying out his duties under the aforesaid rules; otherwise the parties
irrevocably waive their rights to judicial review of any such controversy or
claim arising out of or related to this Agreement.


(iii)          In
the event that any Arbitration proceeding results in a final award, the losing
party shall pay to the prevailing party all costs and attorneys fees incurred
by the prevailing party during the course and as a result of the arbitration
proceeding.


(h)           Headings.  The descriptive headings of the several
Sections of this Agreement are inserted for convenience only and do not
constitute a part of this Agreement.



 8
 









(i)            Interpretation.  All pronouns and any variations thereof refer
to the masculine, feminine or neuter, singular or plural, as the context may
require.  All terms defined in this
Agreement in one form have correlative meanings when used herein in any other
form.  Any capitalized terms used in any
Exhibit but not otherwise defined therein shall have the meaning as defined in
this Agreement.  Any capitalized terms
used herein or in any Exhibit but not otherwise defined herein or therein shall
have the meaning as defined in the SPA. 
When a reference is made in this Agreement to a Section or Exhibit, such
reference shall be to a Section of, or an Exhibit to, this Agreement unless
otherwise indicated.  For all purposes
hereof, the terms “include”, “includes” and “including” shall be deemed to be
followed by the words “without limitation”.


(j)            Successors.  This Agreement and all of the provisions
hereof shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted assigns.


(k)           Third
Parties.  Except as expressly
provided herein, nothing herein expressed or implied is intended or shall be
construed to confer upon or give any Person, other than the parties hereto and
their successors and permitted assigns, any rights or remedies under or by
reason of this Agreement.


(l)            Severability.  If any provision of this Agreement shall be
declared by any court of competent jurisdiction to be invalid, illegal or
unenforceable in any respect, the other provisions shall not be affected by
such invalidity, illegality or unenforceability, but shall remain in full force
and effect.


(m)          Counterparts;
Effectiveness.  This Agreement may be
executed in one or more counterparts, all of which shall be considered one and
the same instrument and each of which shall be deemed an original.  This Agreement shall become effective when
each party hereto shall have received counterparts hereof signed by all of the
other parties hereto.


[Remainder of page intentionally left blank]



 9
 









IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their authorized agents as of the date first above written.


	
  LICENSOR:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  [XYZ]

  	
  Officer Name

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Date

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  STEAMBOAT SKI
  AND RESORT

  	
   

  	
   

  	
   

  
	
  CORPORATION

  	
  Officer Name

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Date

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  LICENSEES:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  AMERICAN SKIING
  COMPANY

  	
  Officer Name

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Date

  	
   

  	
   

  



 



 10















EXHIBIT A


Software,
Documentation, Materials, and Processing Units


CORIS


CORIS 4.0422


Software:  Coris
Feature/Functionality Overview


Sales Agent


CORIS Training Manual


RoboHelp Sales Agent Online
User Reference Guide


Quick Help Guide to
Reservation Status


Property Sales Vendor User
Guide


Keyboard Function Guide


Accounting


Accounting Training Manual


Accounting Report Guide


Accounting Definitions


Accounting Transaction Model


Reconciliation Procedures


Process Maps


Task Documentation


Accounting


Fulfillment


Product Maintenance


Interface User Guides


WRMS


Software:
WRMS Executive Summary


Documentation


·                  Getting Started Guide


·                  Requestor User Guide


·                  Provider User Guide



 11
 









EXHIBIT B


Support
Services


Licensor
shall use commercially reasonable efforts to provide the following maintenance and support
services in connection with this agreement.


a)                      Software Maintenance - This includes tasks associated with
maintaining documented software functionality as database administration,
troubleshooting and repairing software defects. 
Software maintenance scope is limited to work required to perpetuate the
designed functionality of the system.


b)                     Support Services - To assist the user in utilizing the full
functionality of the software.  Some
specific examples of support services include, without limitation the
following:


	
  1.

  	
   

  	
  Assist with setting up Sirius and SMS interfaces

  
	
  2.

  	
   

  	
  Assist with report modifications or ad-hoc queries

  
	
  3.

  	
   

  	
  Assist with resolving interface issues (e.g, BFF,
  Car Finder, SMS, SIRIUS, inventory updates)

  
	
  4.

  	
   

  	
  Assist with correction of reservation issues (i.e.,
  restoring cancelled components)

  
	
  5.

  	
   

  	
  Assist with batch process errors (e.g., faxing not
  working due to telephone service interruption, or email not working due to
  network failure)

  
	
  6.

  	
   

  	
  Assist with coordinating user login updates and
  password changes

  
	
  7.

  	
   

  	
  Assist with data change and correction requests
  (e.g, reservation investigation, data maintenance changes, etc.)

  
	
  8.

  	
   

  	
  Research and resolve unsettled or unposted credit
  card batches

  
	
  9.

  	
   

  	
  Unpost a disbursement batch that was posted
  prematurely.

  
	
  10.

  	
   

  	
  In support of WRMS:

  
	
   

  	
   

  	
   

  	
  -Setup new provider departments as needed

  
	
   

  	
   

  	
   

  	
  -Define new user groups

  
	
   

  	
   

  	
   

  	
  -Define new department attributes

  



 



 12
 









EXHIBIT C


Licensed Resorts


Sugarloaf/USA


Sunday River


Attitash


Killington/Pico


Mount Snow


The Canyons



 13















Exhibit B to Purchase
Agreement


 


	
   

  	
   

  	
  COMMITMENT NO.:

  	
   

  	
  TNSS0004338 C-4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  442 Lincoln Avenue, Suite 2

  P.O. Box 773568

  Steamboat Springs, CO 80477 

  	
   

  	
  PROPERTY:

  	
   

  	
  2305 Mt. Werner Cirle

  Steamboat Springs, CO 80487

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PHONE:        970-879-1611
  

  	
   

  	
  SELLER:

  	
   

  	
  Steamboat Ski & Resort Corporation, 

  
	
  FAX:              970-879-0402

  	
   

  	
   

  	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
  BUYER:

  	
   

  	
   

  
	
   

  	
   

  	
  DATE:

  	
   

  	
  December 15, 2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


We appreciate the opportunity to be of service to you.  Please contact the above if you have any
questions concerning this transaction.


Please send loan documents to:  steamboatloandocs@landam.com


	
  SELLER(S):

  	
   

  	
   

  	
   

  	
   

  
	
  Steamboat Ski & Resort Corporation, a Delaware
  corporation

  	
   

  	
  Phone:

  	
  Work: (207) 773-7934

  	
   

  
	
  Attn: Foster A. Stewart, Jr., Esq.

  	
   

  	
  Fax:

  	
  (207) 791-2607

  	
   

  
	
  One Monument Way

  	
   

  	
   

  	
   

  	
   

  
	
  Portland, ME 04101

  	
   

  	
   

  	
   

  	
   

  



 













PRIVACY
POLICY NOTICE


LandAmerica Financial Group,
Inc. and its family of affiliated companies (“LandAmerica”) respect the privacy
of our customers’ personal information. 
This Notice explains the ways in which we may collect and use personal
information under the LandAmerica Privacy Policy.


LandAmerica provides title
insurance and other real estate services through its affiliates.  The three largest members of the LandAmerica
family, Commonwealth Land Title Insurance Company, Lawyers Title Insurance
Corporation, and Transnation Title Insurance Company, and their title
affiliates, issue title policies and handle real estate closings across the
country.  You may review a complete list
of the LandAmerica family of affiliates covered by this Privacy Policy on our
website at http://www.landam.com under the privacy policy link or request a
copy be sent to you from the address listed below.  The LandAmerica Privacy Policy applies to all
LandAmerica customers, former customers and applicants.  Please visit our website for an explanation
of our privacy practices relating to electronic communication.


What
kinds of information we collect:  Depending on the services you use, the types of
information we may collect from you, your lender, attorney, real estate broker,
public records or from other sources include:


information
from forms and applications for services, such as your name, address and
telephone number


information
about your transaction, including information about the real property you
bought, sold or financed such as address, cost, existing liens, easements,
other title information and deeds


with
closing, escrow, settlement or mortgage lending services or mortgage loan servicing,
we may also collect your social security number as well as information from
third parties including property appraisals, credit reports, loan applications,
land surveys, real estate tax information, escrow account balances, and
sometimes bank account numbers or credit card account numbers to facilitate the
transaction, and


information
about your transactions and experiences as a customer of ours or our affiliated
companies, such as products or services purchased and payments made.


How
we use and disclose this information:  We use your information to provide you with
the services, products and insurance that you, your lender, attorney, or real
estate brokers have requested.  We disclose information to our affiliates and
unrelated companies as needed to carry out and service your transaction, to
protect against fraud or unauthorized transactions, for institutional risk
control, to provide information to government and law enforcement agencies and
as otherwise permitted by law.   As
required to facilitate a transaction, our title affiliates record documents
that are part of your transaction in the public records as a legal requirement
for real property notice purposes.


We do not share any nonpublic personal information
we collect from you with unrelated companies for their own use.


We do not share any
information regarding your transaction that we obtain from third parties
(including credit report information) except as needed to enable your
transaction as permitted by law.


We may also disclose your
name, address and property information to other companies who perform marketing
services such as letter production and mailing on our behalf, or to other
financial service companies (such as insurance companies, banks, mortgage
brokers, credit companies) with whom we have joint marketing arrangements.   Additionally, some LandAmerica affiliates
may share information about their transaction and experiences with you in order
to identify opportunities to market other LandAmerica services or products that
may be useful to you.


How we protect your
information:  We maintain administrative, physical,
electronic and procedural safeguards to guard your nonpublic personal
information.  We reinforce our privacy
policy with our employees and our contractors. 
Joint marketers and third parties service providers who have access to
nonpublic personal information to provide marketing or services on our behalf
are required by contract to follow appropriate standards of security and
confidentiality.


Title insurance agents may be covered by this policy:    If your transaction goes through a title
insurance agent that is not part of the LandAmerica family, the agent handling
your transaction should provide you with the agent’s own privacy policy or
evidence that the agent has adopted our policy.


If you have any questions about this privacy
statement or our practices at LandAmerica, please email us at  customerservice@landam.com or write us at:  LandAmerica
Privacy, P.O. Box 27567, Richmond, VA 
23261-7567


Effective June 2006













Transnation
Title Insurance Company


COMMITMENT FOR TITLE INSURANCE


Schedule A


	
  1.

  	
  Effective Date: November 03,
  2006 at 7:00 am

  	
  Commitment No.: 

  	
  TNSS0004338 C-4

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  Policy to be issued:

  	
   

  	
  Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  A.

  	
  TO BE DETERMINED

  	
   

  
	
   

  	
  Proposed Insured:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  The estate or interest in the land described or
  referred to in this Commitment and covered herein is Fee Simple, Easement
  Estate and Beneficial Interest and Title to the estate or interest in the
  land is vested in:

  	
   

  	
   

  	
   

  
	
   

  	
  Steamboat Ski & Resort
  Corporation, a Delaware corporation, as to all Parcels except Parcel I and
  Parcel XXVI; and Walton Pond Apartments, Inc., a Delaware corporation, as to
  Parcel XXVI; and Grand Summit Resort Properties, Inc., a Maine corporation,
  as to Parcel I

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  The land referred to in this Commitment is
  described as follows:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SEE ATTACHED
  EXHIBIT “A”

  	
   

  	
   

  	
   

  
						



 


Premiums and Fees:


 


NOTE:  Based
on the information provided for the application of this commitment, the
premiums and fees stated herein represent the qualifying applicable filed rates
and/or available discounted programs. 
Please contact us should you have any questions regarding any of these
charges.


Prepared by Stuart M.
Churchill


















Exhibit “A”


PARCEL I


Commercial
Units C-9, C-10, C-11, C-12, C-13, C-14, C-15, C-16, C-17, C-18, C-19, C-20,
C-21, C-22 and C-23, STEAMBOAT GRAND RESORT HOTEL CONDOMINIUM, according to the
Declaration of Condominium and Plan of Quarter Share Ownership recorded
September 20, 2000 at Reception No. 533317, all as amended by a First Amendment
recorded on November 21, 2000 at Reception No. 536756, by a Second Amendment
recorded on March 5, 2001 at Reception No. 541368, by a Third Amendment
recorded on December 20, 2001 at Reception No. 556605, and by Fourth Amendment
recorded July 1, 2005 at Reception No. 621250 (as amended from time to time,
collectively, the “Declaration”), and the Condominium Map recorded September
20, 2000 at Reception No. 533318 and at File No. 12907, supplemented by a First
Supplement to Condominium Map and Plat recorded on December 20, 2001 at
Reception No. 556606 and at File No. 13075 and by Second Supplement recorded
July 1, 2005 at Reception No. 621249 and at File No. 13510 (as supplemented
from time to time, the “Map”), County of Routt, State of Colorado


PARCEL V


Units No. A-1, A-3, A-4, A-5, A-6 and A-7,
Building A and


Unit No. B-1, Building B and


Units No. C-1, C-3 and C-4, Building C and


Unit No. E-2, Building E and


Units No. F-1, F-2, F-3, F-4 and F-5, Building
F,


GONDOLA
SQUARE CONDOMINIUMS, according to the Plat recorded July 23, 1999 at Reception
No. 513746 in Book 760 at Page 973, and as filed at File No. 12770, and the
Condominium Declaration for Gondola Square Condominiums recorded at Reception
No. 513747 in Book 760 at Page 974, subject to the terms, provisions and
obligations of said Condominium.


EXCEPTING
THEREFROM, all encroachments lying outside the real property described on Sheet
1 of 11, and shown on Sheet 2 of 11, according to the above Plat.


County
of Routt, State of Colorado


PARCEL VI


All
of Lot 3, Block 3, Steamboat Village Commercial Center, Replat D, as recorded
in File No. 11283 of the records of Routt County, Colorado.


County
of Routt, State of Colorado


PARCEL VIII


Lot
1, MOUNTAIN PARK SUBDIVISION as recorded in File No. 10701 of the records of
Routt County, Colorado.


County
of Routt, State of Colorado


PARCEL IX


Lot
2, MOUNTAIN PARK SUBDIVISION, as recorded in File No. 10701 of the records of
Routt County, Colorado.













County
of Routt, State of Colorado


TOGETHER
WITH


PARCEL IX-A


A non-exclusive easement for the purpose of
motor vehicle and pedestrian ingress and egress described as follows:


A strip of land 25.00 feet in width located in
Lot 1, Mountain Park Subdivision, extending from the South line of said Lot 1,
Northerly, to the Northerly line of said Lot 1, said strip of land being 12.50
feet on each side of the following described centerline:


COMMENCING at the Southeast corner of said Lot
1, thence N 88deg42’00” W, 488.58 feet along the South line of said Lot 1 to
the TRUE POINT OF BEGINNING;


thence N 01deg18’00” E, 43.00 feet to a point
of curve to the right;


thence
Northeasterly, 248.59 feet along the arc of said curve to the Northerly line of
Lot 1 and the Point of Termination, said arc having a radius of 240.00 feet, a
central angle of 59deg20’51” and being subtended by a chord that bears N
30deg58’26” E, 237.63 feet.


County
of Routt, State of Colorado


PARCEL X


Lot
2, THE KNOLL, according to the Plat thereof recorded September 3, 1998 at
Reception No. 498312 in Book 750 at Page 224 and filed at File No. 12587,
County of Routt, State of Colorado.


County
of Routt, State of Colorado


PARCEL XI


A
tract of land located in the SE1/4SE1/4 of Section 21 and in the SW1/4SW1/4 of
Section 22, Township 6 North, Range 84 West of the 6th P.M., described as
follows:


Commencing at the Southwest Corner of said
Section 22, thence N 01deg51’35” E, 487.15 feet along the West line of the
SW1/4SW1/4 of said Section 22;


thence N 54deg22’00” W, 93.98 feet to the TRUE
POINT OF BEGINNING;


thence S 54deg22’00” E, 191.33 feet;


thence Northeasterly, 64.26 feet along the arc
of a curve concave to the Southeast to the Northwest Corner of Parcel C as
described in Deed of Dedication recorded in Book 533 at Page 336, said arc
having a radius of 120.00 feet, a central angle of 30deg40’59” and being
subtended by a chord that bears N 64deg17’05” E, 63.50 feet;


thence S 02deg04’10” E, 113.38 feet along the
Westerly line of said Parcel C to a point of curve to the right;


thence Southwesterly, 30.54 feet along the
Northwesterly line of said Parcel C and along the arc of said curve to a point
tangent, said arc having a radius of 50.00 feet, a central angle of 35deg00’00”
and being subtended by a chord that bears S 15deg25’50” W, 30.07 feet;


thence S 32deg55’50” W, 54.49 feet along the
Northwesterly line of said Parcel C to a point of curve to the right;


thence Southwesterly, 102.10 feet along the
Northwesterly line of said Parcel C and along the arc of said curve to a point
tangent, said arc having a radius of 195.00 feet, a central angle of 30deg00’00”
and being subtended by a chord that bears S 47deg55’50” W, 100.94 feet;


thence S 62deg55’50” W, 36.26 feet along the
Northwesterly line of said Parcel C to its intersection with the Northeasterly
line of Parcel A as described in said Book 533 at Page 336;


thence
Northwesterly, 307.00 feet along the Northeasterly line of said Parcel A and
along the arc of a curve concave to the Southwest, to its intersection with relocated
Burgess Creek Road as described in Quit Claim Deed recorded in Book 533 at Page
345, said arc having a radius of 320.00 feet, a central angle of 54deg58’05”
and being subtended by a chord that bears N 35deg24’25” W, 295.36 feet;













thence N 21deg43’58” E, 119.93 feet along the
Easterly line of relocated Burgess Creek Road as described in said Book 533 at
Page 345 and as described in Quit Claim Deed recorded in Book 533 at Page 341,
to a point from which the true point of beginning bears N 85deg53’00” E;


thence
N 85deg53’00” E, 54.89 feet to the TRUE POINT OF BEGINNING.


County
of Routt, State of Colorado


PARCEL XII


Parcel
G, SKI HILL SUBDIVISION, as recorded in File No. 8823 of the records of Routt
County, Colorado.


County
of Routt, State of Colorado


PARCEL XII-A


A
tract of land located in the SW1/4SW1/4 of Section 22 and the NW1/4NW1/4 of
Section 27, Township 6 North, Range 84 West of the 6th P.M., County of Routt,
State of Colorado, described as follows:


COMMENCING at the Northwest corner of said Section
27, from which the W1/4 corner of said Section 27 bears S 01deg47’53” W;


thence N 06deg33’45” E, 120.17 feet to the
Northwest corner of Parcel G in Ski Hill Subdivision as recorded in File No.
8823 of the records of Routt County, Colorado;


thence N 62deg55’50” E, 64.30 feet along the
Northerly line of said Parcel G to a point of curve to the left;


thence Northeasterly, 41.72 feet along the arc
of said curve and along the Northerly line of said Parcel G to the most
Northerly corner thereof, said arc having a radius of 255.00 feet, a central
angle of 9deg22’25” and being subtended by a chord that bears N 58deg14’37” E,
41.67 feet;


thence S 42deg04’10” E, 55.79 feet along the
Northerly line of said Parcel G to a point of curve to the left;


thence Southeasterly, 26.05 feet along the arc
of said curve and along the Northerly line of said Parcel G to the Northeast
corner thereof, a point on the centerline of Village Drive as described in
Vacation Ordinance No. 683, recorded in Book 508 at Page 426 of the records of
Routt County, Colorado, and the TRUE POINT OF BEGINNING, said arc having a
radius of 100.00 feet, a central angle of 14deg55’33” and being subtended by a
chord that bears S 49deg31’57” E, 25.98 feet;


thence N 02deg55’50” E, 26.37 feet along the
centerline of said vacated Village Drive to a point on a line that bears N
87deg04’10” W, (at right angles from the centerline of said vacated Village
Drive) from the Northwest corner of that tract of land conveyed to the Sheraton
Steamboat Corporation as described in Exhibit A to Warranty Deed recorded in
Book 488 at Page 551 of the records of Routt County, Colorado;


thence S 87deg04’10” E, 15.00 feet;


thence S 02deg55’50” W, 275.88 feet;


thence N 88deg47’00” W, 7.12 feet;


thence S 01degl3’00” W, 44.73 feet;


thence S 57deg50’00” E, 6.62 feet;


thence S 02deg55’50” W, 53.29 feet to the
Easterly line of said Parcel G;


thence N 87deg04’10” W, 15.00 feet along the
Easterly line of said Parcel G to the centerline of said vacated Village Drive;


thence
N 02deg55’50” E, 350.96 feet along the centerline of said vacated Village Drive
and along the Easterly line of said Parcel G to the TRUE POINT OF BEGINNING.


County
of Routt, State of Colorado


PARCEL XIV


Parcel
D, SKI HILL SUBDIVISION, as recorded in File No. 8823 of the records of Routt
County, Colorado.


EXCEPT
the following described tract of land:













That
part of Parcel D, Ski Hill Subdivision, as recorded in File No. 8823 records of
Routt County, Colorado, described as follows:


BEGINNING at the most Easterly corner of Parcel
F in said Ski Hill Subdivision,


thence S 30deg30’31” W, 17.33 feet along a
Northwesterly line of said Parcel D;


thence N 59deg33’23” W, 1.18 feet along a
Northeasterly line of said Parcel D;


thence S 33deg27’59” W, 11.80 feet along a
Northwesterly line of said Parcel D;


thence N 59deg33’23” W, 16.06 feet along a
Northeasterly line of said Parcel D;


thence S 30deg03’56” W, 62.08 feet along a
Northwesterly line of said Parcel D;


thence S 59deg36’57” E, 16.63 feet along a
Southwesterly line of said Parcel D;


thence S 63deg12’32” E, 25.98 feet along the
Southwesterly line of said Parcel D;


thence continuing S 63deg12’32” E, 32.06 feet;


thence N 30deg15’38” E, 112.08 feet to a
Northerly line of said Parcel D;


thence N 89deg00’36” W, 50.33 feet along a
Northerly line of said Parcel D;


thence
N 59deg49’05” W, 12.90 feet along a Northeasterly line of said Parcel D to the
POINT OF BEGINNING,


TOGETHER
WITH a 30.00 foot wide access easement for ingress and egress through Parcel E,
Ski Hill Subdivision,


A strip of land 30.00 feet in width located in
Parcel E, Ski Hill Subdivision, said strip of land extending from the
Southeasterly line of said Parcel E, Northeasterly to the Northeasterly line of
said Parcel E, said strip of land being 15.00 feet on each side of the following
described centerline:


COMMENCING at Corner N. 49 located on the
Southeasterly line of said Parcel E;


thence N 64deg14’55” E, 71.54 feet along the
Southeasterly line of said Parcel E to the TRUE POINT OF BEGINNING;


thence Northeasterly, 39.03 feet along the arc
of a curve concave to the Southeast to a point tangent, said arc having a
radius of 42.50 feet, a central angle of 52deg37’05”, and being subtended by a
chord that bears N 24deg39’19” E, 37.67 feet;


thence N 50deg57’52” E, 379.14 feet to a point
of curve to the left;


thence Northeasterly, 111.98 feet along the
arc of said curve to a point on the Northeasterly line of said Parcel E and the
Point of Termination, from which the most Easterly corner of said Parcel E
bears S 73deg19’44” E, 126.23 feet, said arc having a radius of 285.00 feet, a
central angle of 22deg30’42” and being subtended by a chord that bears N
39deg42’31” E, 111.26 feet.


As
described in the Declaration of Easement recorded May 9, 1983 in Book 583 at
Page 238.


County
of Routt, State of Colorado


PARCEL XV


A
tract of land located in the SE1/4SW1/4 and in the SE1/4 of Section 22 and in
the NE1/4NW1/4 and the NE1/4 of Section 27, all in Township 6 North, Range 84
West of the 6th P.M., County of Routt, State of Colorado, described as follows:


COMMENCING at the NW corner of said Section
27, from which the W1/4 corner of said Section 27 bears S 01deg47’53” W;


thence N 88deg28’53” E, 2307.37 feet to the
most Northerly corner of Lot 13, Block 2, Ski Trail Subdivision, Filing No. 3
as recorded in File No. 6718 of the records of Routt County, Colorado and the
TRUE POINT OF BEGINNING;


thence S 22deg18’27” E, 54.63 feet along the
Easterly line of said Lot 13 to the Northerly right of way line of Ski Trail
Lane in said Ski Trail Subdivision, Filing No. 3;


thence Easterly, 76.50 feet along the
Northerly right of way line of said Ski Trail Lane and along the arc of a curve
concave to the South to the most Westerly Corner of Lot 1, Block 3 in said Ski
Trail Subdivision, Filing No. 3, said arc having a radius of 85.00 feet, a
central angle of 51deg34’05” and being subtended by a chord that bears S
86deg31’25” E, 73.95 feet;


thence N 29deg15’38” E, 64.34 feet along the
Westerly line of said Lot 1 to the Northwest corner thereof;













thence S 87deg14’26” E, 158.26 feet along the
North line of said Lot 1 to the Northeast corner thereof, said point being the
Northwest corner of Tract A as described in Deed recorded in Book 393 at Page
509 and re-recorded in Book 395 at Page 376, both of the records of Routt County,
Colorado;


thence N 56deg02’06” E, 130.94 feet along the
Northerly line of said Tract A to the most Northerly corner thereof;


thence S 11deg26’21” E, 251.77 feet along the
Easterly line of said Tract A to the Southeast corner thereof, said point being
the Northeast corner of Lot 3 in said Block 3;


thence S 08deg49’35” E, 165.75 feet along the
Easterly line of said Lot 3 to the most Easterly corner thereof;


thence S 62deg15’17” E, 213.41 feet along the
Northeasterly line of Lot 4 in said Block 3 to the most Easterly corner
thereof;


thence Southerly, 422.71 feet along the arc of
a curve concave to the West to a point tangent, said arc having a radius of
288.09 feet, a central angle of 84deg04’06” and being subtended by a chord that
bears S 05deg20’40” E, 385.79 feet;


thence S 36deg41’23” W, 356.46 feet to the
most Easterly corner of Lot 5 in said Block 3;


thence S 30deg41’42” W, 280.13 feet along the
Easterly line of Lot 5 and Lot 6 in said Block 3 to the Northeast corner of Lot
7 in said Block 3; thence S 13deg35’27” W, 220.06 feet along the Easterly line
of said Lot 7 to the Southeast corner thereof;


thence S 01deg44’07” W, 12.05 feet along the
East line of Lot 8 in said Block 3 to the South line of the Northerly 20 acres
of the S1/2NE1/4 of said Section 27;


thence N 87deg11’56” E, 2673.73 feet along the
South line of the Northerly 20 acres of the S1/2NE1/4 of said Section 27 to the
Southeast corner thereof;


thence N 01deg42’54” E, 1673.74 feet along the
East line of the NE1/4 of said Section 27 to the Northeast corner thereof;


thence
N 01deg24’37” E, 1835.35 feet along the East line of the SE1/4 of said Section
22 to the Northeast corner of that tract of land conveyed to Steamboat Land
Company as described in Quit Claim Deed recorded in Book 320 at Page 454 of the
records of Routt County, Colorado;


The following courses and distances are along
the Northerly line of that tract of land as described in said Book 320 at Page
454;


thence S 86deg47’35” W, 164.67 feet, to an
angle point on the North line of that tract of land as described in said Book
320 at Page 454; thence S 72deg19’35” W, 207.00 feet;


thence S 66deg52’35” W, 171.50 feet;


thence S 38deg46’35” W, 117.80 feet;


thence S 58deg58’35” W, 157.70 feet;


thence S 82deg58’35” W, 171.00 feet;


thence N 76deg08’35” W, 146.20 feet;


thence S 77deg46’35” W, 290.90 feet;


thence S 52deg48’35” W, 95.30 feet;


thence S 65deg47’35” W, 238.00 feet;


thence S 56deg50’35” W, 232.00 feet;


thence S 73deg58’35” W, 153.60 feet;


thence S 51deg42’351’ W, 241.60 feet;


thence S 48deg24’35” W, 252.60 feet;


thence S 15deg58’35” W, 115.70 feet;


thence S 56deg08’35” W, 280.00 feet;


thence S 45deg13’35” W, 161.60 feet;


thence S 73deg41’35” W, 149.90 feet to the
Northeast corner of Parcel A in Ski Hill Subdivision as recorded in File No.
8823 of the records of Routt County, Colorado;


thence
leaving the Northerly line of that tract of land as described in Book 320 at
Page 454, S 16deg41’48” W, 661.28 feet along the Easterly line of said Parcel A
and along the Easterly line of Parcel D in said Ski Hill Subdivision to the
TRUE POINT OF BEGINNING.


County
of Routt, State of Colorado


PARCEL XVI


The
SE1/4NE1/4 of Section 27, Township 6 North, Range 84 West of the 6th P.M.,
EXCEPT the Northerly













ten
acres thereof.


TOGETHER
WITH:


An
easement for the purpose of a public street or road, but for no other purpose
whatsoever, over and across a tract of land in the SW1/4NE1/4 of Section 27,
Township 6 North, Range 84 West of the 6th P.M., bounded by a line described as
follows:


BEGINNING at a point on the Westerly right of
way of Val du Desier Drive of Ski Ranches, Filing No. 4 from which the SW
corner of SW1/4NE1/4 bears S 70deg21’54” W, 632.47 feet,


thence N 37deg16’05” W, 983.74 feet to the
West boundary line of said SW1/4NE1/4;


thence N 85deg45’12” E, 1326.40 feet to the
East boundary line of said SW1/4NE1/4;


thence South 1000.00 feet along said East
boundary line;


thence N 75deg52’12” W, 458.76 feet to the NE
corner of Ski Ranches, Filing No. 4;


thence S 70deg27’52” W, 193.12 feet along said
subdivision boundary to the arc of a curve, on the easterly right of way of
said Val du Desier Drive, whose radius point bears S 73deg27’30” W, 368.34
feet;


thence Northwesterly along said subdivision
boundary on a curve to the left, whose radius is 368.34 feet and central angle
is 17deg45’59” a distance of 114.22 feet (the chord of this arc bears N 25deg25’30”
W, 113.76 feet);


thence
S 58deg40’00” W, 60.10 feet along said subdivision boundary to the POINT OF
BEGINNING.


County
of Routt, State of Colorado


PARCEL XVII


Beneficial
interest created pursuant to that certain USDA - Forest Service Ski Area Term
Special Use Permit recorded                           
at Reception No.                           
described as follows:


A
tract of land located in Township 5 North, Range 83 West; Township 5 North,
Range 84 West; Township 6 North, Range 83 West; and Township 6 North, Range 84
West, all of the 6th P.M., described as follows:


COMMENCING at the Northwest corner of Section
27, Township 6 North, Range 84 West of the 6th P.M., from which the Wl/4 corner
of said Section 27 bears S 01deg47’53” W;


thence N 61deg57’38” E, 6089.67 feet to the
W1/4 corner of Section 23, Township 6 North, Range 84 West of the 6th P.M., and
the TRUE POINT OF BEGINNING;


thence N 89deg59’ E, 1014.00 feet;


thence N 60deg45’ E, 277.00 feet;


thence N 44deg20’ E, 550,00 feet;


thence N 49deg57’ E, 159.00 feet;


thence N 66deg00’ E, 1290.00 feet;


thence N 38deg41’24” E, 331.44 feet;


thence N 24deg46’28” E, 1031.96 feet;


thence Northeasterly, 1973.55 feet along the
arc of a curve concave to the Southeast to a point of compound curve, said arc
having a radius of 3800.00 feet, a central angle of 29deg45’25” and being
subtended by a chord that bears N 69deg07’18” E, 1951.45 feet;


thence Easterly, 1393.30 feet along the arc of
said compound curve to a point of reverse curve, said arc having a radius of
3100.00 feet a central angle of 25deg45’06” and being subtended by a chord that
bears S 83deg07’27” E, 1381.60 feet;


thence Southeasterly, 1085.30 feet along the
arc of said reverse curve to a second point of reverse curve, said arc having a
radius of 7150.00 feet, a central angle of 08deg41’49” and being subtended by a
chord that bears S 74deg35’49 E, 1084.26 feet;


thence Southeasterly, 622.60 feet along the
arc of said second reverse curve, said arc having a radius of 2600.00 feet, a
central angle of 14deg36’06” and being subtended by a chord that bears S
71deg38’40” E, 660.81 feet;


thence S 43deg43’ E, 1205.00 feet;


thence
S 55deg56’ E, 2630.00 feet;













thence S 35deg36’ E, 1365.00 feet to a point
of curve to the right;


thence Southeasterly, 1094.33 feet along the
arc of said curve, said arc having a radius of 4000.00 feet, a central angle of
15deg40’30” and being subtended by a chord that bears S 27deg45’45” E, 1090.92 feet;


thence Southeasterly, 78.88 feet along the arc
of a curve concave to the Northeast, said arc having a radius of 710.00 feet, a
central angle of 06deg16’38” and being subtended by a chord that bears S
75deg16’25” E, 78.84 feet;


thence S 65deg04’29” E, 1558.99 feet;


thence Southwesterly, 1666.96 feet along the
arc of a curve concave to the Southeast, said arc having a radius of 7540.00
feet, a central angle of 12deg40’01” and being subtended by a chord that bears
S 13deg29’32” W, 1663.57 feet;


thence S 00deg39’36” E, 3042.39 feet;


thence S 21deg07’ W, 3426.85 feet;


thence S 05deg14’ W, 237.64 feet;


thence S 16deg08’ W, 179.00 feet;


thence S 36deg34’ W, 316.00 feet;


thence S 38deg55” W, 1431.00 feet;


thence S 43deg22’ W, 897.00 feet;


thence S 47deg53’ W, 892.00 feet;


thence N 48deg57’ W, 1082.00 feet;


thence N 65deg35’ W, 462.00 feet;


thence N 74deg21’ W, 347.00 feet;


thence N 62deg14’ W, 631.00 feet;


thence N 54deg58’ W, 102.31 feet;


thence N 76deg27’ W, 2825.00 feet;


thence N 10deg18’ W, 3487.67 feet;


thence N 32deg08’ W, 620.24 feet;


thence N 27deg15’ W, 441.00 feet;


thence N 20deg44’ W, 616.00 feet;


thence N 10deg26’ W, 816.00 feet;


thence N 15deg35’ W, 217.69 feet;


thence N 84deg53’ W, 444.72 feet;


thence N 74deg48’ W, 350.00 feet;


thence N 77deg28’ W, 1055.00 feet;


thence N 68deg25’ W, 380.00 feet;


thence N 86deg12’ W, 485.00 feet;


thence S 81deg32’ W, 1035.00 feet;


thence S 70deg51’ W, 172.08 feet to the West
line of the SW1/4 of said Section 26, Township 6 North, Range 84 West of the
6th P.M.;


thence N 01deg45’ E, 52.17 feet along the West
line of the SW1/4 of said Section 26 to the Wl/4 corner of said Section 26;


thence N 01deg43’ E, 2694.12 feet along the
West line of the NW1/4 of said Section 26 to the Northwest corner thereof;


thence
N 01deg24’ E, 2578.62 feet along the West line of the SW1/4 of said Section 232
to the TRUE POINT OF BEGINNING.


County
of Routt, State of Colorado


PARCEL XVIII


A
tract of land located in the SW1/4NE1/4 of Section 28, Township 6 North, Range
84 West of the 6th P.M., County of Routt, State of Colorado, described as
follows:


COMMENCING at the NE corner of said Section
28, from which the E1/4 corner of said Section 28 bears S 01deg47’53” W;


thence S 88deg04’22” W, 2667.48 feet along the
North line of the NE1/4 of said Section 28 to the N1/4 corner of said Section
28;


thence
S 01deg17’33” W, 1963.29 feet along the West line of the NE1/4 of Section 28 to
the NW corner 













of
the S1/2SW1/4NE1/4 of said Section 28; 

thence N 88deg29’15” E, 189.69 feet along the North line of the S1/2SW1/4NE1/4
of said Section 28 to the West line of that tract of land conveyed to Yampa
Valley Electric Association, Inc. as described in Exhibit A in Special Warranty
Deed recorded in Book 554 at Page 570 of the records of Routt County, Colorado,
and the TRUE POINT OF BEGINNING;


thence N 01deg30’45” W, 64.76 feet along the
West line of that tract of land as described in said Book 554 at Page 570 to
the South line of that tract of land conveyed to the City of Steamboat Springs
as described in Exhibit A in Deed recorded in Book 597 at Page 845 of the
records of Routt County, Colorado;


thence N 88deg42’27” W, 92.91 feet along the
South line of that tract of land as described in said Book 597 at Page 845 to
the Easterly right of way line of said U.S. Highway No. 40;


thence Southerly 139.03 feet along the
Easterly right of way line of said U.S. Highway No. 40 and along the arc of a
curve concave to the West to the Northerly line of that tract of land conveyed
to the City of Steamboat Springs as described in Exhibit A in Deed recorded in
Book 593 at Page 1154 of the records of Routt County, Colorado, said arc having
a radius of 1607.40 feet, a central angle of 4deg57’21” and being subtended by
a chord that bears S 08deg55’09” E, 138.99 feet;


thence S 89deg10’57” E, 74.95 feet along the
Northerly line of that tract of land as described in said Book 593 at Page
1154;


thence N 01deg30’45” W, 69.57 feet along the
Northerly line of that tract of land as described in said Book 593 at Page 1154
to the Southwest corner of that tract of land as described in said Book 554 at
Page 570;


thence
N 01deg30’45” W, 2.00 feet along the West line of that tract of land as
described in said Book 554 at Page 570 to the TRUE POINT OF BEGINNING.


County
of Routt, State of Colorado


PARCEL XX


A
water line and related facilities and utility easement for snow making located
in the NE1/4 of Section 28 and in the NW1/4NW1/4 of Section 27, Township 6
North, Range 84 West of the 6th P.M., described as follows:


A
tract of land located in the SW1/4NE1/4 of Section 28, Township 6 North, Range
84 West of the 6th P.M., described as follows:


COMMENCING at the NE corner of said Section
28, from which the E1/4 corner of said Section 28 bears S 01deg47’53” W;


thence S 88deg04’22” W, 2667.48 feet along the
North line of the NE1/4 of said Section 28 to the N1/4 corner of said Section
28;


thence S 01deg17’33” W, 1963.29 feet along the
West line of the NE1/4 of said Section 28 to the NW corner of the
S1/2SW1/4NE1/4 of said Section 28;


thence N 88deg29’15” E, 116.74 feet along the
North line of the S1/2SW1/4NE1/4 of said Section 28 to a point hereafter
referred to as Point A;


thence continuing N 88deg29’15” E, 467.82 feet
along the North line of the S1/2SW1/4NE1/4 of said Section 28;


thence N 03deg34’30” W, 12.79 feet to the TRUE
POINT OF BEGINNING;


thence continuing N 03deg34’30” W, 20.00 feet;


thence S 86deg25’30” W, 12.52 feet;


thence S 69deg06’00” W, 59.55 feet to the East
line of that tract of land as described in Deed recorded in Book 407 at Page
711 and re-recorded in Book 514 at Page 193, both of the records of Routt
County, Colorado;


thence S 01deg30’45” E, 12.52 feet along the
East line of that tract of land as described in Book 407 at Page 711 and
re-recorded in Book 514 at Page 193 and along the East line of that tract of
land as described in Special Warranty Deed recorded in Book 554 at Page 570 of
the records of Routt County, Colorado, to the SE corner thereof;


thence S 21deg07’00” W, 16.99 feet;


thence S 69deg27’00” W, 61.16 feet;


thence
S 77deg18’00” W, 70.28 feet;













thence N 77deg32’00” W, 189.85 feet;


thence N 67deg02’00” W, 8.21 feet to the SW
corner of that tract of land as described in said Book 554 at Page 570;


thence N 01deg30’45” W, 30.54 feet along the
West line of that tract of land as described in said Book 554 at Page 570;


thence N 84deg10’00” W, 59.11 feet;


thence S 05deg50’00” W, 13.46 feet;


thence N 82deg24’00” W, 14.99 feet;


thence S 45deg59’00” W, 12.70 feet to the
Easterly right of way line of U. S. Highway No. 40;


thence Southerly, 24.40 feet along the
Easterly right of way line of said U.S. Highway No. 40 and along the arc of a
curve concave to the West, said arc having a radius of 1607.40 feet, a central
angle of 0deg52’12” and being subtended by a chord that bears S 09deg03’28” E,
24.40 feet;


thence N 45deg59’00” E, 11.33 feet to said
Point A;


thence N 72deg24’00” E, 10.46 feet;


thence S 05deg50’00” W, 17.49 feet;


thence S S4deg10’00” E, 54.73 feet;


thence S 77deg32’00” E, 208.23 feet;


thence N 77deg18’00” E, 76.12 feet;


thence N 69deg27’00” E, 67.64 feet;


thence N 40deg47’00” E, 29.60 feet to the East
line of that tract of land as described in Warranty Deed recorded in Book 302
at Page 454 of the records of Routt County, Colorado;


thence N 01deg17’33” E, 13.04 feet along the
East line of that tract of land a described in said Book 302 at Page 454 to the
North line of the S1/2SW1/4NE1/4 of said Section 28;


thence N 88deg29’15” E, 15.29 feet along the
North line of the S1/2SW1/4NE1/4 of said Section 28;


thence N 58deg02’00” E, 24.69 feet;


thence
N 86deg25’30” E, 7.47 feet to the TRUE POINT OF BEGINNING.


ALSO


A
triangular tract of land located in the SW1/4NE1/4 of Section 28, Township 6
North, Range 84 West of the 6th P.M., described as follows:


COMMENCING at the NE corner of said Section 28,
from which the E1/4 corner of said Section 28 bears S 01deg47’53” W;


thence S 88deg04’22” W, 2667.48 feet along the
North line of the NE1/4 of said Section 28 to the N1/4 corner of said Section
28;


thence S 01deg17’33” W, 2027.09 feet along the
West line of the NE1/4 of said Section 28;


thence S 89deg10’57” E, 34.48 feet to the
Southerly right of way line of U.S. Highway No. 40 and the TRUE POINT OF
BEGINNING;


thence continuing S 89deg10’57” E, 26.88 feet
along a Southerly right of way line of said U.S. Highway No. 40;


thence S 32deg57’00” W, 45.36 feet to the
Easterly right of way line of said U.S. Highway No. 40;


thence
Northerly, 38.51 feet along the Easterly right of way line of said U.S. Highway
No. 40 and along the arc of a curve concave to the West to the TRUE POINT OF
BEGINNING, said arc having a radius of 1323.30 feet, a central angle of 01deg40’03”
and being subtended by a chord that bears N 03deg16’54” W, 38.51 feet.


ALSO


A
strip of land 20.00 feet in width located in the NE1/4 of Section 28 and in the
NW1/4NW1/4 of Section 27, Township 6 North, Range 84 West of the 6th P.M.,
extending from a line that bears N 03deg34’30” W, and S 03deg34’30” E,
Northeasterly to the Northerly line of Parcel E in Ski Hill Subdivision as
recorded in File No. 8823 of the records of Routt County, Colorado, said strip
of land being 10.00 feet on each side of the following described centerline;


COMMENCING at the NE corner of said Section
28; from which the E1/4 corner of said Section 28 bears S 01deg47’53” W;


thence S 88deg04’22” W, 2667.48 feet along the
north line of the NE1/4 of said Section 28 to the N1/4 corner of said Section
28;













thence S 01deg17’33” W, 1963.29 feet along the
West line of the NE1/4 of said Section 28 to the NW corner of the S1/2SW1/4 of
said Section 28;


thence N 88deg29’15” E, 584.56 feet along the
North line of the S1/2SW1/4NE1/4 of said Section 28;


thence N 03deg34’30” W, 22.79 feet to the TRUE
POINT OF BEGINNING;


thence N 86deg25’30” E, 506.30 feet;


thence N 87deg29’00” E, 200.00 feet;


thence N 01deg04’00” E, 380.30 feet;


thence N 02deg33’00” E, 254.90 feet;


thence N 88deg09’00” E, 107.70 feet;


thence N 84deg21’00” E, 252.00 feet;


thence N 89deg02’00” E, 245.00 feet;


thence S 88deg00’00” E, 303.60 feet;


thence N 84deg20’00” E, 372.10 feet;


thence N 59deg21’00” E, 156.30 feet;


thence N 59deg01’00” E, 55.00 feet;


thence N 65deg04’00” E, 136.50 feet;


thence N 23deg54’00” E, 157.83 feet to the
Southeasterly line of said Parcel E from which corner No. 48 of said Parcel E
bears N 64deg14’55” E, 42.35 feet;


thence continuing N 23deg54’00” E, 38.53 feet;


thence N 51deg50’00” E, 323.87 feet;


thence
Northeasterly, 192.98 feet along the arc of a curve concave to the NW to the
Northerly line of said Parcel E and the POINT OF TERMINATION, from which the
most Easterly corner of said Parcel E bears S 73deg19’44” E, 138.64 feet, said
arc having a radius of 966.00 feet, a central angle of 11deg26’46” and being
subtended by a chord that bears N 42deg34’51” E, 192.66 feet.


As
described in the Declaration of Easement recorded May 9, 1983 in Book 583 at
Page 242.


County
of Routt, State of Colorado


PARCEL XXI


A
permanent easement for the operation and conduct of a ski business for profit,
together with all rights and privileges which are necessary or incidental
thereto, in and to, over, under and across that real property described as “Steamboat
Ski Corporation Ski Easement”, in Parcel C, Ski Hill Subdivision, as recorded
in File No. 8823 of the records of Routt County, Colorado, as reserved in
Exhibit A, Item 4.d. in instrument recorded March 15, 1982 in Book 560 at Page
396, and as modified by Agreement recorded May 19, 1986 in Book 616 at page
672, said easement being described more particularly as follows:


All
that portion of Parcel C, Ski Hill Subdivision as recorded in File No. 8823 of
the records of Routt County, Colorado, lying Southerly of the following
described line:


COMMENCING at the most Westerly corner of said
Parcel C, thence N 21deg51’35” E, 132.00 feet along the Westerly line of said
Parcel C to the TRUE POINT OF BEGINNING;


thence
S 89deg55’00” E, 601.56 feet to a point on the Easterly line of said Parcel C
and the POINT OF TERMINATION, from which the most Easterly corner of said
Parcel C bears N 06deg20’13” E, 20.81 feet.


County
of Routt, State of Colorado


PARCEL XXII


Tract
C-1:


The
“Gondola Easement” 50.00 feet in width as shown and delineated on the Plat of
Ski Trail Subdivision, Filing No. 3, recorded February 6, 1968, under File No.
6718.


Tract
C-2:


 


















 


A
Gondola Easement described as follows:


A
strip of land 50.00 feet in width located in the NW1/4NE1/4 of Section 27,
Township 6 North, Range 84 West of the 6th P.M., extending from a line that
bears S 36deg41’23” W and N 36deg41’23” E, Westerly to the Southeasterly right
of way line of Ski Trail Lane in Ski Trail Subdivision, Filing No. 3, as
recorded in File No. 6718 of the records of Routt County, Colorado, said strip
of land being 25.00 feet on each side of the following described centerline:


COMMENCING at the most Northerly corner of Lot
4, Block 3 in said Ski Trail Subdivision, Filing No. 3;


thence S 62deg15’17” E, 213.41 feet along the
Northeasterly line of said Lot 4 to the most Easterly corner thereof;


thence Southerly 422.71 feet along the arc of a
curve concave to the West to a point tangent, said arc having a radius of
288.09 feet, a central angle of 84deg04’06” and being subtended by a chord that
bears S 15deg20’40” E, 385.79 feet;


thence S 36deg41’23” W, 165.71 feet to the
TRUE POINT OF BEGINNING;


thence
N 80deg00’54” W, 271.26 feet to the Southeasterly right of way line of said Ski
Trail Lane and the POINT OF TERMINATION.


Tract
C-3:


The
“Gondola, Ski and Utility Easement” as shown and delineated on the Plat of Ski
Trail Subdivision, Filing No. 4, filed December 22, 1986 at File No. 10116.


Tract
D”


An easement for Ski Lift Aerial Tramway
granted in Book 495 at Page 173,


and


An
easement for Ski Lift Aerial Tramway reserved in Deed recorded in Book 393 at
page 509, and re-recorded in Book 395 at Page 376 and as amended by Agreement
recorded September 24, 1999 at Reception No. 517127 in Book 762 at Page 1067.


and


An
easement in Lot 1, Block 3, Ski Trail Subdivision, Filing No. 3 as contained in
instrument recorded in Book 393 at Page 637.


Tract
E-1:


The Gondola Easement described as follows:


All
that portion of Lot 9, Block 1, Ski Trail Subdivision, Filing No. 3, being 28.7
feet wide on each side of the following described centerline:


BEGINNING at a point on the Westerly boundary
line of Lot 15 of said Block 1 from which the SW corner of said Lot 15 bears S
33deg19’48” W, 0.73 feet.


Said point being at the intersection of the
Gondola centerline (being a line through the center of the existing Gondola
support towers) with the West boundary line of said Lot 15;


thence N 79deg13’59” W, 142.97 feet along said
Gondola centerline to its point of intersection with the West boundary line of
said Lot 9.


Bearings are based upon the monumented line
running from the point of intersection of the South and North Gondola easement
lines with the East boundary line of Lot 15.


Said
line being N 42deg28’41” E and said easement boundary lines being as shown on
the Ski Trail, Filing No. 3 Subdivision map.


Tract
E-2:


The Gondola Easement described as follows:


All that portion of Lot 15, Block 1, Ski Trail
Subdivision, Filing No. 3, being 28.7 feet wide on each side of the following
described centerline:













BEGINNING at a point on the Westerly boundary
line of said Lot 15 from which the SW corner of said Lot 15 bears S 33deg19’48”
W, 0.73 feet. Said point being at the intersection of the Gondola centerline
(being a line through the center of the existing Gondola support towers) with
the West boundary line of said Lot 15;


thence S 79deg13’59” E, 132.85 feet along said
Gondola centerline to its point of intersection with the East boundary line of
said Lot 15.


Bearings
are based upon the monumented line running from the point of intersection of
the South and North Gondola easement lines with the East boundary line of Lot
15.


Said
line being N 42deg28’41” E and said easement boundary lines being as shown on
the Ski Trail, Filing No. 3 Subdivision map.


Tract
F:


An
easement for aerial tramway, lift and gondola facilities and towers described
as follows:


All that portion of Lot 9, Block 1, Ski Trail
Subdivision Filing No. 3 (“Lot 9”) being 45 feet wide on each side of the
following described center line:


Beginning at a point of the northwesterly
boundary line of Said Lot 9 from which the northernmost corner of said Lot 9
bears N 42°53’27” E 121.02 feet;


Thence S 79°11’30” E 142.92 feet along the
center line of the existing Gondola to the point of Termination on the
southeasterly line of said Lot 9 from which the easternrnost corner of said Lot
9 bears N 33°19’48” E 44.52 feet;


Bearings
are based upon those shown on the recorded plat of Ski Trails Subdivision
Filing No. 3.


County
of Routt, State of Colorado


PARCEL XXIII


The
pedestrian access easement as set forth and contained in that certain Agreement
as evidenced by Memorandum of Agreement recorded March 1, 1982 in Book 559 at
Page 94 across and through the following described real estate and the
improvements situate there upon:


A
tract of land located in the SW1/4 of Section 22, and the NW1/4 of Section 27,
Township 6 North, Range 84 West of the 6th P.M., described more completely as
follows:


BEGINNING
at Corner 1, which is S 50deg03’43” E, 375.04 feet from the Northwest corner of
Section 27, then along the fourteen following courses:


1.   S
59deg49’05” E, 126.59 feet to Corner 2;


2.   S
89deg00’36” E, 119.02 feet to Corner 3;


3.   N
45deg59’24” E, 35.21 feet to Corner 4;


4.   N
01deg06’14” E, 38.37 feet to Corner 5;


5.   S
88deg53’46’ E, 70.08 feet to Corner 6;


6.   N
01deg06’14” E, 16.04 feet to Corner 7;


7.   N
89deg02’46” W, 15.55 feet to Corner 8;


8.   N
00deg57’14” E, 50.07 feet to Corner 9;


9.   N
89deg02’46” W, 10.00 feet to Corner 10;


10. N 50deg10’44” W, 95.93 feet to Corner 11;


11. N 01deg08’28” E, 93.20 feet to Corner 12,
which is on the Easterly extension of the south line of the Mt. Werner Lodge
property;


12. N 88deg07’30” W, 304.09 feet along the
extension, and along the South line of the Mt. Werner Lodge Property to Corner
13, which is on the East right of way line of Village Circle;


13. S 02deg55’50 W, 377.33 feet along the East
right of way line of Village Circle to Corner 14;


14.
East 92.00 feet to Corner 1.


Corners
1 through 14, inclusive are each a 2 foot No. 5 rebar with a yellow plastic cap
marked “Nichols













LS-12093”.


The
basis for bearings is assumed S 01deg47’53” W, 2645.02 feet along the survey
monument line from the Southwest corner of Section 22, to the W1/4 corner of
Section 27.


The
Southwest corner of Section 22, is a No. 4 rebar, and the W1/4 corner of
Section 27, is a No. 5 rebar.


TOGETHER
WITH an easement for utilities and access located in the SW1/4 of Section 22,
Township 6 North, Range 84 West of the 6th P.M. described more completely as
follows:


BEGINNING
at a point which is N 76deg20’05” E, 533.89 feet from the SW corner of Section
22, then along the four following courses:


1.  N
13deg59’15” E, 484.10 feet;


2.  N
88deg07’30” W, 81.82 feet;


3.  S
13deg59’15” W, 484.10 feet;


4.  S 88deg07’30” E, 81.82 feet;


The basis for bearings is assumed S 01deg47’53”
W, 2645.02 feet along the survey monument line from the Southwest corner of
Section 22, to the W1/4 corner of Section 27.


The
SW corner of Section 22, is a No. 4 rebar, and the W1/4 corner of Section 27,
is a No. 5 rebar.


EXCEPT
Condominium Units 601 through 611, inclusive and 701 through 711, inclusive,
Steamboat Village Inn Condominiums, according to the recorded maps thereof and
the Declaration thereof recorded in Book 356 at Page 201 as supplemented and
amended by instruments recorded in Book 356 at Page 477 and Book 358 at Page
476.


County
of Routt, State of Colorado


PARCEL XXIV:


Easements
pursuant to that certain Easement Agreement (Portion of the Snowflower
Property) dated December 18, 2003 and recorded December 31, 2003 at Reception
No. 596269, which affects tracts of land in Parcel E, Ski Hill Subdivision.


County
of Routt, State of Colorado


PARCEL XXIV - A:


Beneficial
interest created pursuant to that certain License Agreement (Snowflower Parcel)
dated December 18, 2003 and recorded December 31, 2003 at Reception No.596272,
which affects tracts of land in Parcel E, Ski Hill Subdivision.


County
of Routt, State of Colorado


PARCEL XXV:


Beneficial
interest created pursuant to that certain License Agreement (SSRC Parking)
dated December 18, 2003 and recorded December 31, 2003 at Reception No. 596271,
which affects tracts of land located in the NE1/4 of Section 28 and in the
S1/2SE1/4 of Section 21, Township 6 North, Range 84West of the 6th P.M.


County
of Routt, State of Colorado


PARCEL XXVI:













Lot
3, WALTON POND, FILING NO. 2, County of Routt, State of-Colorado


 


















SCHEDULE B — SECTION 1

REQUIREMENTS


The
following are the requirements to be complied with prior to the issuance of
said policy or policies. Any other instrument recorded subsequent to the date
hereof may appear as an exception under Schedule B of the policy to be issued.
Unless otherwise noted, all documents must be recorded in the Office of Clerk
and Recorder of the county in which said property is located.


NOTE: Pursuant to Senate Bill 91-14 (C.R.S. 10-11-122) the Company will
not issue its policy or policies of title insurance contemplated by this
commitment until it has been provided a Certificate of Taxes Due or other
equivalent documentation from the County Treasurer or the County Treasurer’s
authorized agent; or until the proposed insured has notified or instructed the
Company in writing to the contrary.


NOTE: Effective September 1, 1997, C.R.S. 30-10-406 requires that all
documents received for recording or filing in the Clerk and Recorder’s office
shall contain a top margin of at least one inch and a left, right and bottom
margin of at least one-half inch. The Clerk and Recorder may refuse to record
or file any document that does not conform.


A.                       Payment
of all taxes and assessments now due and payable.


NOTE: Treasurer’s Certificate of Taxes Due has been
ordered, but not yet received by the Company.


B.                         Partial
Release by the Public Trustee, releasing subject property from the lien of:
Deed of Trust from Grand Summit Resort Properties, Inc. to the Public Trustee
of the County of Routt for the use of Textron Financial Corporation to secure
$145,000,000.00 dated September 1, 1998 recorded September 28, 1998 at
Reception No. 499719 in Book 750 at Page 1631.


NOTE:    The
following instruments given in connection with the above Deed of Trust:


1.  Assignment
of Rents and Leases recorded September 28, 1998 at Reception No. 499720 in Book
750 at Page 1632.


2.  Transfer and
Assignment of Documents and Instruments recorded March 22, 1999 at Reception
No. 507292 in Book 756 at Page 675.


3.  Modification
of Loan Documents recorded March 22, 1999 at Reception No. 507292 in Book 756
at Page 676.


4.  Transfer and
Assignment of Documents and Instruments recorded April 16, 1999 at Reception
No. 509113 in Book 757 at Page 880.


5.  Second
Modification of Loan Documents recorded April 16, 1999 at Reception No. 509114
in Book 757 at Page 881.


6.  Modification
Agreement No. 1 recorded May 5, 1999 at Reception No. 509841 in Book 758 at
Page 147.


7.  Modification
Agreement No. 2 by and between Grand Summit Resort Properties, Inc. and Textron
Financial Corporation recorded July 31, 2000 at Reception No. 531078.


8.  Modification
Agreement No. 3 by and between Grand Summit Resort Properties, Inc. and Textron
Financial Corporation recorded September 20, 2000 at Reception No. 533321.


9.  Collateral
Assignment of Declarant’s Rights by and between Grand Summit Resort Properties,
Inc. and Textron Financial Corporation recorded September      20, 2000 at Reception No. 533322.


10. 
Modification Agreement No. 4 by and between Grand Summit Resort Properties,
Inc. and Textron Financial Corporation recorded September 10, 2001 at Reception
No. 551471.


11.  Collateral
Sharing Agreements by and between Colorado First/PCL, a Joint Venture and Grand
Summit Resort Properties, Inc. and Textron Financial Corporation recorded
September 10, 2001 at 













Reception No. 551473 and Reception No. 551474.


12. 
Modification Agreement No. 5 recorded September 27, 2002 at Reception
No. 570289.


C.                         Release
of the land herein from the effect of a Financing Statement from Grand Summit
Resort Properties, Inc., debtor(s), to Textron Financial Corporation, as
Administrative Agent, secured party, recorded September 28, 1998 at Reception
No. 499721 in Book 750 at Page 1633, giving notice of a security interest
pursuant to the Uniform Commercial Code.


NOTE:    Continuation
of UCC Financing Statement Amendment recorded April 4, 2003 at Reception No.
580349, given in connection with the above instrument.


D.                        Security
interest under the Uniform Commercial Code affecting the subject property, notice
of which is given by Financing Statement from American Skiing Company Resort
Properties, Inc., debtor(s), to BankBoston, N.A., secured party, recorded
December 11, 1998 at Reception No. 503249 in Book 753 at Page 388, and
Amendment recorded August 28, 2000 at Reception No. 532166.


NOTE: Continuation of Financing Statement recorded
November 3, 2003 at Reception No. 593517, given in connection with the above
instrument.


E.                          INTENTIONALLY
DELETED.


F.                          Security
interest under the Uniform Commercial Code affecting the subject property,
notice of which is given by Financing Statement from Steamboat Ski & Resort
Corporation, debtor(s), to BancBoston Leasing Inc., secured party, recorded
March 12, 1999 at Reception No. 507053 in Book 756 at Page 436.


NOTE: UCC Financing Statement Amendments recorded
April 16, 2002 at Reception No. 562683 and 562684 and recorded April 22, 2002
at Reception No. 562931 and Continuation recorded September 17, 2003 at
Reception No. 590451, all given in connection with the above instrument.


G.                         Evidence
furnished by the Association as to payment of the annual and/or monthly
assessments pursuant to the Declaration of Covenants recorded July 23, 1999 at
Reception No. 513747., and any and all supplements and amendments thereto.
(Gondola Square)


NOTE:  The above
instrument need not be recorded but must be submitted to the Company for
insuring purposes.


H.                        Evidence
furnished by the Association as to payment of the annual and/or monthly
assessments pursuant to the Declaration of Covenants recorded September 20,
2000 at Reception No. 533317., and any and all supplements and amendments
thereto.(Steamboat Grand)


NOTE:  The above
instrument need not be recorded but must be submitted to the Company for
insuring purposes.


I.                             INTENTIONALLY
DELETED.


J.                            INTENTIONALLY
DELETED.


K.                        INTENTIONALLY
DELETED.


L.                          Release
by the Public Trustee of the County of Routt of the Deed of Trust from
Steamboat Ski & Resort Corporation, a Delaware corporation, for the use of
General Electric Capital Corporation, to 













secure $125,000,000.00 recorded November 24, 2004 at
Reception No. 611250.


M.                     Release
by the Public Trustee of the County of Routt of the Deed of Trust from
Steamboat Ski & Resort Corporation, a Delaware corporation, for the use of
General Electric Capital Corporation, to secure $105,000,000.00 recorded
November 24, 2004 at Reception No. 611251.


N.                        Release
by the Public Trustee of the County of Routt of the Deed of Trust from Walton
Pond Apartments, Inc., for the use of Wells Fargo Bank, NA, to secure
$2,500,000.00  recorded April 20, 2005 at
Reception No. 617399.


NOTE:    Assignment
of Leases and Rents recorded June 22, 1998 at Reception No. 494606 in Book 747
at Page 869, Disbursers Notice recorded June 22, 1998 at Reception No. 494607
in Book 747 at Page 870, Amendment of Deed of Trust recorded March 1, 2000 at
Reception No. 524252 and Modification recorded April 20, 2005 at Reception No.
617399, all given in connection with the above Deed of Trust.


O.                        Duly
executed and acknowledged Forest Service Ski Area Term Special Use Permit by
and between USDA-Forest Service and Steamboat Ski and Resort Corporation, a
Delaware corporation.


P.                          Additional
Requirements to be determined upon receipt of further information regarding the
structure of the transaction. Upon receipt of the above information, payment of
the premium and charges and completion of the Requirements to be added, the
Company commits to insure a policy in an amount to be determined.













SCHEDULE
B — SECTION 2

EXCEPTIONS


The
Policy or Policies to be issued will contain exceptions to the following unless
the same are disposed of to the satisfaction of the Company:


1.                           Rights
or claims of parties in possession not shown by the public records.


2.                           Easements,
or claims of easements, not shown by the public records.


3.                           Discrepancies,
conflicts in boundary lines, shortage in area, encroachments and any facts
which a correct survey and inspection of the premises would disclose and which
are not shown by the public records.


4.                           Any
lien or right to a lien, for services, labor or material heretofore or
hereafter furnished, imposed by law and not shown by the public records.


5.                           Defects,
liens, encumbrances, adverse claims or other matters, if any, created, first
appearing in the public records or attaching subsequent to the effective date
hereof but prior to the date the proposed insured acquires of record for value
the estate or interest or mortgage thereon covered by this Commitment.


Note:  The above
exception will not appear on policies where closing and settlement has been
performed by the Company.


6.                           Any
and all unredeemed tax sales, if any.


NOTE: Upon receipt of a Certificate of Taxes Due
evidencing that there are no existing open tax sales, the above exception will
not appear on the policy to be issued hereunder.


7.                           Taxes
due and payable; and any tax, special assessments, charge or lien imposed for
water or sewer service, or for any other special taxing district.


THE
FOLLOWING EXCEPTIONS AFFECT PARCEL I:


8.                           Reservations
of (1) right of proprietor of any penetrating vein or lode to extract his ore;
and (2) right of way for any ditches or canals constructed by authority of
United States, in U.S. Patents recorded in Book 49 at Page 65 and in Book 64 at
Page 43.


9.                           Right
of way, whether in fee or easement only, for a temporary non-exclusive easement
for pedestrian ingress and egress, as granted to The West Condominium
Association, Inc., a Colorado corporation, by Steamboat Ski Corporation, a
Delaware corporation, recorded December 28, 1981 in Book 553 at Page 672, as
amended by instrument recorded February 19, 2002 at Reception No. 559709,
subject to its terms, agreements, provisions, conditions and obligations, in
which the specific location of said easement is more particularly described in
said instrument.


10.                     Right
of way, whether in fee or easement only, for the purpose of ingress and egress
to and from said real property and for the purpose of constructing, installing,
repairing, replacing and maintaining landscaping, irrigation systems,
bike/pedestrian paths, bus stops and appurtenant improvements, as granted to
The City of Steamboat Springs, a Colorado municipal corporation by Steamboat
Ski Corporation, a Delaware corporation, recorded July 23, 1984 in Book 598 at
Page 1233, in which the specific location of said easement is more particularly
described in said instrument. (Limited to Common Elements only)













11.                     Right
of way, whether in fee or easement only, for the installation, construction,
repair, maintenance and reconstruction of gas lines, as granted to Greeley Gas
Company by Steamboat Ski Corporation, recorded July 12, 1983 in Book 586 at
Page 343, in which the specific location of said easement is more particularly
described in said instrument. (Limited to Common Elements only)


12.                     Right
of way, whether in fee or easement only, for the purpose of ingress and egress
to and from said real property and for the purpose of constructing, installing,
repairing, replacing and maintaining landscaping, irrigation systems,
bike/pedestrian paths, bus stops and appurtenant improvements, as granted to
City of Steamboat Springs, a Colorado municipal corporation by Steamboat Ski
Corporation, a Delaware corporation, recorded July 23, 1984 in Book 598 at Page
1237, in which the specific location of said easement is more particularly
described in said instrument. (Limited to Common Elements only)


13.                     Right
of way, whether in fee or easement only, for the purpose of ingress and egress
to and from said real property and for the purpose of constructing, installing,
repairing, replacing and maintaining landscaping, irrigation systems,
bike/pedestrian pathways, bus stops and appurtenant improvements, as granted to
The City of Steamboat Springs, a Colorado municipal corporation by Steamboat
Ski Corporation, a Delaware corporation, recorded July 23, 1984 in Book 598 at
Page 1271, in which the specific location of said easement is more particularly
described in said instrument. (Limited to Common Elements only)


14.                     All
notes, easements and provisions as shown on the Plat of The Knoll recorded
September 3, 1998 at Reception No. 498312 and Book 750 at Page 224 and filed at
File No. 12587. (Limited to Common Elements only)


15.                     Terms,
agreements, provisions, conditions and obligations as contained in the
Contribution Agreement by and between Grand Summit Resort Properties, Inc. and
the City of Steamboat Springs recorded December 30, 2002 at Reception No.
575265.


16.                     Right
of way, whether in fee or easement only, for emergency vehicle access, as
granted to the City of Steamboat Springs by Grand Summit Resort Properties,
Inc., recorded September 20, 2000 at Reception No. 533314, in which the
specific location of said easement is more particularly defined in said
instrument. (Limited to Common Elements only)


17.                     Terms,
agreements, provisions, conditions and obligations as contained in the
Declaration of Protective Covenants by and between Steamboat Ski and Resort
Corporation and Grand Summit Resort Properties, Inc. recorded September 20,
2000 at Reception No. 533316.


18.                     Those
covenants, conditions, terms, obligations (including common expenses, fees and
costs under the Common Interest Ownership Act), easements and restrictions
which are a burden to subject property described in Schedule A hereunder, as
provided in the Declaration for Steamboat Grand Resort Hotel Condominium
recorded September 20, 2000 at Reception No. 533317, and First Amendment
recorded November 21, 2000 at Reception No. 536756, and Second Amendment
recorded March 5, 2001 at Reception No. 541368, Third Amendment recorded
December 20, 2001 at Reception No. 556605, Fourth Amendment recorded July 1,
2005 at Reception No. 621250 and instrument recorded July 1, 2005 at Reception
No. 621251, and Fifth Amendment recorded November 23, 2005 at Reception No.
629643 and re-recorded November 30, 2005 at Reception No. 629859, and any and
all amendments and supplements thereto.


19.                     All
the notes, provisions, easements, general common elements and limited common
elements as 













shown on the Plat of Steamboat Grand Resort Hotel Condominium recorded
September 20, 2000 at Reception No. 533318 and filed at File No. 12907, First
Supplement recorded December 20, 2001 at Reception No. 556606 and filed at File
No. 13075, Second Supplement recorded July 1, 2005 at Reception No. 621249 at
File No. 13510 and Third Supplement recorded November 23, 2005 and filed at
File No. 13556.


20.                     INTENTIONALLY
DELETED.


21.                     INTENTIONALLY
DELETED.


22.                     Terms,
agreements, provisions, conditions, obligations and right of way, whether in
fee or easement only, for water line as contained in License Agreement by and
between Mount Werner Water and Sanitation District and Grand Summit Resort
Properties, Inc. recorded September 17, 2001 at Reception No. 551668, in which
the specific location of said easement is more particularly described in said
instrument. (Limited to Common Elements only)


23.                     INTENTIONALLY
DELETED.


24.                     Terms,
agreements, provisions, conditions, obligations and easements as contained in
Easement Agreement (Aerial Tramway) by and between Grand Summit Resort
Properties, Inc., a Maine corporation, Steamboat Ski & Resort Corporation,
a Delaware corporation, Gondola Square Condominiums Owners Association, Inc., a
Colorado non-profit corporation and Steamboat Partners II, LLC, a Colorado
limited liability company recorded April 29, 2004 at Reception No. 600980.
(Limited to Common Elements only)


25.                     Right(s)
of way, including its terms and conditions, whether in fee or easement only, as
granted to Comcast of Colorado IV, as described in instrument recorded January
12, 2006 at Reception No. 631900 affecting the following described property:
Refer to instrument for full particulars. (Limited to Common Elements only)


26.                     Right(s)
of way, including its terms and conditions, whether in fee or easement only,
for a non-exclusive easement for installation, maintenance, repair and
replacement of a water service line and related appurtenances, and for ingress
and egress of persons, vehicles, and equipment to accomplish such purposes, on
under over and across a 30 foot wide tract of land within the Common Elements
of the Steamboat Grand Condominiums, as granted to Mount Werner Water and
Sanitation District, a Colorado special district, in instrument recorded May 2,
2006 at Reception No. 637275, in which the specific location of the easement(s)
is/are not defined. (Limited to Common Elements only)


THE
FOLLOWING EXCEPTIONS AFFECT PARCEL V:


27.                     Reservations
of (1) right of proprietor of any penetrating vein or lode to extract his ore;
and (2) right of way for any ditches or canals constructed by authority of
United States, in U.S. Patent recorded for subject property, as follows: Book
49 at Page 65: NE1/4NE1/4, Section 28; and Book 49 at Page 261: NW1/4NW1/4,
Section 27, All in Township 6 North, Range 84 West of the 6th P.M.


28.                     Existing
leases and tenancies.


29.                     Easement
granted to Mountain States Telephone and Telegraph Company in Grants of
Easement recorded April 24, 1981 in Book 532 at Page 758.













30.                     Easement
granted to Greeley Gas Company in Book 532 at Page 762. (Limited to Common
Elements only)


31.                     Easements
granted to Yampa Valley Electric Association in Book 532 at Pages 774 and 782.
(Limited to Common Elements only)


32.                     Easement
granted to Mt. Werner Water and Sanitation District in Book 532 at Page 820.


33.                     Terms,
agreements, provisions, conditions and obligations as contained in Grant of
Easements by and between Steamboat Ski Corporation, a Delaware corporation, to
Steamboat Village Plaza Condominium Association, Inc., a Colorado non-profit
corporation recorded May 1, 1984 in Book 596 at Page 1611.(Limited to Common
Elements only)


34.                     Terms,
agreements, provisions, conditions and obligations as contained in Declaration
of Easement recorded September 17, 1987 in Book 629 at Page 832. (Limited to
Common Elements only)


35.                     30
foot wide non-exclusive ingress and egress easement for the benefit of property
described in Book 488 at Page 551 (Exhibit A) and Parcels E, F and G; and storm
sewer line easement for the benefit of Parcels E and F and property described
in Book 488 at Page 551 (Exhibit A), as shown on the Plat of Ski Hill
Subdivision appearing at File No. 8823. (Limited to Common Elements only)


36.                     Terms,
agreements, provisions, conditions and obligations as contained in Amended and
Restated Agreement by and between Steamboat Ski & Resort Corporation and
the City of Steamboat Springs recorded May 2, 1991 in Book 662 at Page 1637.


37.                     Terms,
agreements, provisions, conditions and obligations as contained in Agreement by
and between Steamboat Ski & Resort Corporation, Steamboat Village Plaza
Condominiums Association, Inc., Leo J. Mott and Constance A. Mott, and John V.
Reilly and Florian S. Reilly recorded August 28, 1990 in Book 657 at Page 99.
(Limited to Common Elements only)


38.                     Terms,
agreements, provisions, conditions and obligations as contained in License by
and between Steamboat Ski & Resort Corporation and Steamboat Village Plaza
Condominiums Association, Inc., a Colorado non-profit corporation recorded
February 19, 1992 in Book 670 at Page 1742. (Limited to Common Elements only)


39.                     Right
of way, whether in fee or easement only, for the encroachment of improvements
together with terms, agreements, provisions, conditions and obligations, as
granted to Ski Time Square Enterprises, a Colorado joint venture by Steamboat
Ski & Resort Corporation, a Delaware corporation, recorded January 15, 1997
in Book 729 at Page 339, affecting the following described property:In which
the specific location is more particularly described in said instrument.
(Limited to Common Elements only)


40.                     Right
of way, whether in fee or easement only, for a perpetual, non-exclusive private
easement together with the terms, agreements, provisions, conditions and
obligations, as granted to Ski Time Square Enterprises, a Colorado joint
venture by Steamboat Ski & Resort Corporation, a Delaware corporation,
recorded January 15, 1997 in Book 729 at Page 342, affecting the following
described property: In which the specific location is more particularly
described in said instrument. (Limited to Common Elements only)


41.                     EncroachmentS
as disclosed by survey of Drexel, Barrell & Co., for Job No.                       ,
Drawing No.                        
and bearing a last revision date of                        .
(Limited to Common Elements only)













42.                     All
the notes, provisions, easements, encroachments, common elements and limited
common elements as shown on the Plat of Gondola Square Condominiums recorded
July 23, 1999 at File No. 12770.


43.                     Those
covenants, conditions, terms, obligations (including common expenses, fees and
costs under the Common Interest Ownership Act), easements and restrictions
which are a burden to subject property described in Schedule A hereunder, as
provided in the Declaration for Gondola Square Condominiums recorded July 23,
1999 at Reception No. 513747 in Book 760 at Page 974, and any and all
amendments and supplements thereto.


44.                     Terms,
agreements, provisions, conditions and obligations as contained in the
Declaration of Easements recorded July 23, 1999 at Reception No. 513748 in Book
760 at Page 975.


45.                     Terms,
agreements, provisions, conditions and obligations as contained in the
Declaration of Easements recorded July 23, 1999 at Reception No. 513749 in Book
760 at Page 976. (Limited to Common Elements only)


46.                     Terms,
agreements, provisions, conditions and obligations as contained in the Parking
License Agreement recorded July 23, 1999 at Reception No. 513754 in Book 760 at
Page 981. (Limited to Common Elements only)


47.                     Terms,
agreements, provisions, conditions and obligations as contained in the Parking
License Agreement recorded July 23, 1999 at Reception No. 513756 in Book 760 at
Page 983. (Limited to Common Elements only)


48.                     Terms,
agreements, provisions, conditions and obligations as contained in the
Agreement Regarding Use Restrictions recorded July 23, 1999 at Reception No.
513757 in Book 760 at Page 984.


49.                     Terms,
agreements, provisions, conditions and obligations as contained in the
Agreement Concerning Development Rights recorded July 30, 1999 at Reception No.
514097 in Book 760 at Page 1324. (Limited to Common Elements only)


50.                     Terms,
agreements, provisions, conditions and obligations as contained in the Parking
License Agreement recorded July 30, 1999 at Reception No. 514099 in Book 760 at
Page 1326. (Limited to Common Elements only)


51.                     Terms,
agreements, provisions, conditions and obligations as contained in the Parking
License Agreement recorded August 2, 1999 at Reception No. 514162 in Book 761
at Page 41. (Limited to Common Elements only)


52.                     Terms,
agreements, provisions, conditions and obligations as contained in the
Agreement Regarding Right of First Refusal recorded August 2, 1999 at Reception
No. 514164 in Book 761 at Page 43.


53.                     Terms,
agreements, provisions, conditions and obligations as contained in the
Declaration by and between Steamboat Ski & Resort Corporation, a Delaware
corporation and Grand Summit Resort Properties, Inc., a Maine corporation
recorded September 20, 2000 at Reception No. 533316.


54.                     Terms,
agreements, provisions, conditions and obligations as contained in the Revised
License Agreement (Pedestrian Access) by and between Kenneth S. Rotner and
Steamboat Ski & Resort Corporation, a Delaware corporation recorded January
25, 2001 at Reception No. 539652.













55.                     Right(s)
of way, including its terms and conditions, whether in fee or easement only, as
granted to Comcast of Colorado IV, LLC, as described in instrument recorded
July 26, 2004 at Reception No. 605225.


56.                     Terms,
agreements, provisions, conditions, obligations and easements as contained in
Easement Agreement (Aerial Tramway), recorded April 29, 2004 at Reception No.
600980. (Limited to Common Elements only)


57.                     Terms,
agreements, provisions, conditions, obligations and easements as contained in
Easement Agreement (Gondola Square), recorded April 29, 2004 at Reception No.
600979.


THE
FOLLOWING EXCEPTIONS AFFECT PARCEL VI:


58.                     Reservations
of (1) right of proprietor of any penetrating vein or lode to extract his ore;
and (2) right of way for any ditches or canals constructed by authority of
United States, in U.S. Patent recorded for subject property, as follows: Book 89
at Page 12:   Nl/2SW1/4, Section 21, All
in Township 6 North, Range 84 West of the 6th P.M.


59.                     Reservation
of right of proprietor of any penetrating vein or lode to extract his ore, in
U.S. Patent recorded for subject property, as follows: Book 77 at Page 115:
S1/2SW1/4, Section 21, NE1/4NW1/4, Section 28, All in Township 6 North, Range
84 West of the 6th P.M.


60.                     An
easement adjacent to and extending ten feet in width from the right way of any
public highway of road now existing or that may be installed in the future,
running Over, across, through or adjacent to any of the above, property
(including most of the subject property hereof) owned by the parties hereto,
which easement shall be for the purpose of subsurface utilities including, but
not limited to, electricity, telephone, water, gas and sewer, granted by
Easement Deed between Thunderhead Development Corporation, a Colorado
corporation, Donald K. Livingston, Patricia C. Livingston and Thomas K.
Hinsdale, recorded February 28, 1969 in Book 335 at Page 640.


61.                     Right
to deny or restrict each and every right of access to and from the Land insured
hereby, directly onto abutting street or highway designated as Colorado State
Highway 40 by reason of grant or relinquishment of aid access right(s) by deed
from LTV Recreation Development, Inc. to The Department of Highways, State of
Colorado, recorded October 3, 1979 in Book 485 at Page 337.


Excepting therefrom each and every right of access by
reason of Grant or Relinquishment of aid access right(s) by Deed from the State
Department of Highways, Division of Highways, State of Colorado to Steamboat
Ski Corporation, recorded December 21, 1988 in Book 639 at Page 1278.


62.                     Easements,
common areas and easement areas, notes and provisions as shown on the Plats of
Steamboat Village Commercial Center, Replat A, File No. 9960 and Steamboat
Village Commercial Center, Replat D, File No.11283.


63.                     Right
of way, whether in fee or easement only, for the purpose of ingress and egress
to and from said real property and for the purpose of construction, installing,
repairing, replacing and maintaining landscaping and appurtenant improvements
in, on, over, under and across said real property, as granted to the City of
Steamboat Springs, Colorado by Steamboat Ski Corporation, recorded July 23,
1984 in Book 598 at Page 1280, affecting the following described property: In
which the specific location is more particularly described in said instrument.













64.                     INTENTIONALLY
DELETED.


65.                     Terms,
agreements, provisions, conditions and obligations as contained in Subdivision
Agreement for Steamboat Village Commercial Center, Replat A by and between the
City of Steamboat Springs and Steamboat Ski Corporation recorded March 24, 1986
in Book 615 at Page 15, as amended by instruments recorded July 22, 1987 in
Book 627 at Page 1890; December 22, 1988 in Book 639 at Page 1434; June 21,
1989 in Book 644 at Page 346; September 27, 1991 in Book 666 at Page 1628, and
as modified by the instrument recorded July 10, 1996 in Book 722 at Page 552,
and as modified by the instrument recorded September 9, 1998 in Book 750 at
Page 499.


66.                     Covenants,
Conditions and Restrictions, which do not contain a forfeiture or reverter
clause, (deleting any restrictions indicating any preference, limitation or
discrimination based on race, color, religion, sex, handicap, familial status
or national origin) as contained in instrument recorded March 24, 1986 in Book
615 at Page 22, as amended by the instrument recorded October 11, 1991 in Book
667 at Page 517, and Second Amendment recorded August 13, 2004 at Reception No.
606293, and any and all amendments and supplements thereto.


67.                     INTENTIONALLY
DELETED.


68.                     INTENTIONALLY
DELETED.


69.                     Right
to deny or restrict each and every right of access to and from the land insured
hereby, directly onto abutting street or highway designated as Colorado State
Highway No. 40 by reason of grant or relinquishment of said access right(s) by
deed from Steamboat Ski Corporation to the Department of Highways, State of
Colorado, recorded December 21, 1988 in Book 639 at Page 1283.


70.                     Provision
contained in Highway Easement Deed from Lennora Otto to State Highway
Department of the State of Colorado recorded August 26, 1950 in Book 243 at
Page 421, as follows: The grantor for herself, her successors and assigns,
hereby waives any claim for any and all damages to grantor’s remaining property
contiguous to the right of way hereby conveyed by reason of the location,
construction, landscaping or maintenance of said highway. NOTE: Said Deed
conveys a right of way contiguous to the subject property.


71.                     Terms,
agreements, provisions, conditions and obligations as contained in Landscape
Maintenance Agreement by and between Steamboat Ski & Resort Corporation, a
Delaware corporation and Wal-Mart Stores, Inc., a Delaware corporation recorded
October 11, 1991 in Book 667 at Page 544.


72.                     INTENTIONALLY
DELETED.


73.                     Taxes
and assessments (including -common interest assessments, fees and costs) not
yet- due and payable..


74.                     INTENTIONALLY
DELETED.


THE
FOLLOWING EXCEPTIONS AFFECT PARCEL VIII:


75.                     Reservations
of (1) right of proprietor of any penetrating vein or lode to extract his ore;
and (2) right of way for any ditches or canals constructed by authority of
United States, in U.S. Patent recorded for subject property, as follows: Book
64 at Page 43: SW1/4SE1/4, Section 21 and NW1/4NE1/4, Section 28, All in
Township 6 North, Range 84 West of the 6th P.M.

















76.                     Right
of way, whether in fee or easement only, for the purpose of ingress and egress
to and from said real property and for the purpose of constructing, installing,
repairing, replacing and maintaining landscaping, irrigation systems,
bike/pedestrian paths, bus stops and appurtenant improvement, as granted to The
City of Steamboat Springs, Colorado, a Colorado municipal corporation by
Steamboat Ski Corporation, a Delaware corporation, recorded July 23, 1984 in
Book 598 at Page 1227, affecting the following described property: In which the
specific location is more particularly described in said instrument.


77.                     A
non-exclusive easement and right of way for motor vehicle and pedestrian
ingress and egress, as contained n Document recorded August 25, 1989 in Book
645 at Page 1640.


78.                     Easements
for utilities and snow storage as shown on the Plat of Mountain Park
Subdivision filed at File No. 10701.


79.                     Encroachments
as disclosed by survey of Drexel, Barrell & Co., for Job No.                                 ,
Drawing No.                            
and bearing a date of                          .


80.                     INTENTIONALLY
DELETED.


THE
FOLLOWING EXCEPTIONS AFFECT PARCEL IX AND PARCEL IX-A:


81.                     Reservations
of (1) right of proprietor of any penetrating vein or lode to extract his ore;
and (2) right of way for any ditches or canals constructed by authority of
United States, in U.S. Patent recorded for subject property as follows: Book 64
at Page 43: NW1/4NE1/4, Section 28 and SW1/4SE1/4, Section 21, All in Township
6 North, Range 84 West of the 6th P.M.


82.                     Terms,
agreements, provisions, conditions and obligations as contained in Agreement
recorded July 10, 1981 in Book 540 at Page 156 and as amended by Amendment of
Agreement Concerning the Establishment, Maintenance and Operation of a Remote
Parking Lot and Shuttle Bus Facility recorded August 25, 1989 in Book 645 at
Page 1630.


83.                     Easements
for utilities and snow storage as shown on the Plat of Mountain Park
Subdivision filed at File No. 10701.


84.                     INTENTIONALLY
DELETED.


85.                     Terms,
agreements, provisions, conditions and obligations as contained in Easement
Agreement (Pine Grove Road Access) by and between Steamboat Ski & Resort
Corporation and Steamboat Partners II, LLC recorded December 31, 2003 at
Reception No. 596270.


THE
FOLLOWING EXCEPTION AFFECTS ONLY PARCEL IX-A:


86.                     Right
of way, whether in fee or easement only, for the purpose of ingress and egress
to and from said real property and for the purpose of constructing, installing,
repairing, replacing and maintaining landscaping, irrigation systems,
bike/pedestrian paths, bus stops and appurtenant improvements, as granted to
The City of Steamboat Springs, Colorado, a Colorado municipal corporation by
Steamboat Ski Corporation, a Delaware corporation, recorded July 23, 1984 in
Book 598 at Page 1227, affecting the following described property: In which the
specific location is more particularly described in said instrument.


87.                     Encroachments
as disclosed by survey of Drexel, Barrell & Co., for Job No.                          ,
Drawing No.                          
and bearing a date of                          .











THE
FOLLOWING EXCEPTIONS AFFECT PARCEL X “SKIER’S PARKING LOT NO. 4”:


88.                     Reservations
of (1) right of proprietor of any penetrating vein or lode to extract his ore;
and (2) right of way for any ditches or canals constructed by authority of
United States, in U.S. Patent recorded for subject property, as follows: Book 6
at Page 551: SE1/4NE1/4, Section 28; Book 49 at Page 65: NE1/4NE1/4, Section
28; and Book 49 at Page 261: W1/2NW1/4, Section 27, All in Township 6 North,
Range 84 West of the 6th P.M.


89.                     Right
of way, whether in fee or easement only, for vehicular and pedestrian ingress
and egress, and for the installation, construction, repair, maintenance and
reconstruction of utilities and appurtenances, as granted to The West
Condominium Association, Inc., a Colorado corporation by Steamboat Ski
Corporation, a Delaware corporation, recorded December 28, 1981 in Book 553 at
Page 668, affecting the following described property: In which the specific
location is more particularly described in said instrument.


90.                     Right
of way, whether in fee or easement only, for the purpose of ingress and egress
to and from said real property and for the purpose of constructing, installing,
repairing, replacing and maintaining landscaping, irrigation systems,
bike/pedestrian paths, but stops and appurtenant improvements, as granted to
The City of Steamboat Springs, Colorado, a Colorado municipal corporation by
Steamboat Ski Corporation, a Delaware corporation, recorded July 23, 1984 in
Book 598 at Page 1271, affecting the following described property: In which the
specific location is more particularly described in said instrument.


91.                     Right
of way, whether in fee or easement only, for the purpose of ingress and egress
to and from said real property and for the purpose of constructing, installing,
repairing and maintaining landscaping, irrigation systems, bike/pedestrian
paths, bus stops and appurtenant improvements, as granted to The City of
Steamboat Springs, Colorado, a Colorado municipal corporation by Steamboat Ski
Corporation, a Delaware corporation, recorded July 23, 1984 in Book 598 at Page
1275, affecting the following described property: In which the specific
location is more particularly described in said instrument.


92.                     Terms,
agreements, provisions, conditions and obligations as contained in Memorandum
Agreement of Permissive Use by and between The Steamboat Ski Corporation and
The West Condominium Association Inc. recorded December 28, 1981 in Book 553 at
Page 677.


93.                     Encroachments
as disclosed by survey of Drexel, Barrell & Co., for Job No.                          ,
Drawing No.                          
and bearing a last revision date of                          .


94.                     All
notes, easements and provisions as shown on the Plat of The Knoll recorded
September 3, 1998 at Reception No. 498312 in Book 750 at Page 224 and filed at
File No. 12587.


95.                     INTENTIONALLY
DELETED.


THE
FOLLOWING EXCEPTIONS AFFECT PARCEL XI:


96.                     Reservations
of (1) right of proprietor of any penetrating vein or lode to extract his ore;
and (2) right of way for any ditches or canals constructed by authority of
United States, in U.S. Patent recorded for subject property, as follows: Book
49 at Page 261: SWl/4SWl/4, Section 22 and Book 64 at Page 43: SE1/4SE1/4,
Section 21, All in Township 6 North, Range 84 West of the 6th P.M.


97.                     Terms,
agreements, provisions, conditions and obligations as contained in Agreements
recorded July 10, 1981 in Book 540 at Page 144 and recorded August 6, 1981 in
Book 542 at Page 2.











98.                     Terms,
agreements, provisions, conditions and obligations as contained in Amendment to
Agreement concerning the construction, maintenance and operation of a parking
structure by and between The City of Steamboat Springs and the Steamboat Ski
Corporation recorded February 10, 1983 in Book 578 at Page 852.


99.                     Terms,
agreements, provisions, conditions and obligations as contained in Letter
recorded November 15, 1983 in Book 592 at Page 893, which Letter Agreement
contains an option as provided in Paragraph 3. Said option has not been
exercised and has expired by it terms.


100.               Right
of way, whether in fee or easement only, for the purpose of ingress and egress
to and from said real property and for the purpose of constructing installing,
repairing, replacing and maintaining landscaping, irrigation systems,
bike/pedestrian paths, bus stops and appurtenant improvements, as granted to
The City of Steamboat Springs, Colorado, a Colorado municipal corporation by
Steamboat Ski Corporation, a Delaware corporation, recorded July 23, 1984 in
Book 598 at Page 1241, affecting the following described property: In which the
specific location is more particularly described in said instrument.


101.               Lease,
and the terms and conditions thereof, between Steamboat Ski Corporation, a
Delaware corporation, Lessor and the City of Steamboat Springs, a municipal
corporation, Lessee, as shown by Memorandum of Lease recorded January 4, 1985
in Book 603 at Page 154.


102.               Encroachments
as disclosed by survey of Drexel, Barrell & Co., for Job No.                          
Drawing No.                          and
bearing a date of                          .


103.               INTENTIONALLY
DELETED.


104.               Terms,
agreements, provisions, conditions and obligations as contained in the
Irrevocable License Agreement and Deed Restriction (Steamboat Grand Hotel
Clocktower Parking) by and between Steamboat Ski & Resort Corporation, a
Delaware corporation and Grand Summit Resort Properties, Inc., a Maine corporation
recorded September 20, 2000 at Reception No. 533315.


THE
FOLLOWING EXCEPTIONS AFFECT PARCEL XII AND PARCEL XII-A:


105.               Reservations
of (1) right of proprietor of any penetrating vein or lode to extract his ore;
and (2) right of way for any ditches or canals constructed by authority of
United States, in U.S. Patent recorded for subject property, as follows: Book
49 at Page 65: NE1/4NE1/4, Section 28 and Book 49 at Page 261: SW1/45W1/4,
Section 22, NW1/4NW1/4, Section 27, All in Township 6 North, Range 84 West of
the 6th P.M.


106.               30
foot wide non-exclusive ingress and egress easement for the benefit of property
described in Book 488 at Page 551 (Exhibit A) and Parcels E, F and G.


107.               Easement
for parking granted to Sheraton Steamboat Corporation in deed recorded in Book
488 at Page 665, and as amended by the instrument recorded September 22, 1981
in Book 546 at Page 116 and re-recorded October 1, 1981 in Book 547 at Page 27.


108.               Easements
granted to Yampa Valley Electric Association in Book 532 at Pages 780 and 782.


109.               Terms,
agreements, provisions, conditions and obligations as contained in the Grant of
Easements by and between Steamboat Ski Corporation, a Delaware corporation and
Steamboat Village Plaza Condominium Association, Inc., a Colorado non-profit
corporation recorded May 1, 1984 in Book 596 at Page 1611.











110.               Terms,
agreements, provisions, conditions and obligations as contained in the
Declaration of Easement recorded September 17, 1987 in Book 629 at Page 832.


111.               Right
of way, whether in fee or easement only, for landscaping and sign, as granted
to Ski Time Square Enterprises by Steamboat Ski Corporation, recorded November
24, 1981 in Book 551 at Page 408, affecting the following described property:In
which the specific location is more particularly described in said instrument.


112.               Right
of way, whether in fee or easement only, for an irrevocable, perpetual,
non-exclusive private easement, together with the terms, agreements,
provisions, conditions and obligations, as granted to Ski Time Square
Enterprises, a Colorado joint venture by Steamboat Ski & Resort
Corporation, a Delaware corporation, recorded January 15, 1997 in Book 729 at
Page 342, affecting the following described property: In which the specific
location is more particularly described in said instrument.


113.               Right
of way, whether in fee or easement only, for providing access for pedestrians,
emergency vehicles and maintenance vehicles, together with the terms,
agreements, provisions, conditions and obligations, as granted to Ski Time
Square Enterprises, a Colorado joint venture by Steamboat Ski and Resort
Corporation, a Delaware corporation, recorded January 15, 1997 in Book 729 at
Page 343, affecting the following described property: In which the specific
location is more particularly described in said instrument.


114.               Terms,
agreements, provisions, conditions and obligations as contained in License
Agreement (Snow Storage) by and between Ski Time Square Enterprises, a Colorado
joint venture and Steamboat & Resort Corporation, a Delaware corporation
recorded January 15, 1997 in Book 729 at Page 348.


115.               Terms,
agreements, provisions, conditions and obligations as contained in Consent to
Encroachment of Easement by and between Steamboat Ski & Resort Corporation,
a Delaware corporation and Ski Time Square Enterprises recorded April 8, 1998
at Reception No. 491654 in Book 745 at Page 285.


116.               Terms,
agreements, provisions, conditions and obligations as contained in Easement
Agreement by and between Steamboat Ski & Resort Corporation, a Delaware
corporation and Ski Time Square Enterprises recorded April 8, 1998 at Reception
No. 491655 in Book 745 at Page 286.


117.               INTENTIONALLY
DELETED.


118.               Terms,
agreements, provisions, conditions and obligations as contained in the License
Agreement recorded July 22, 1999 at Reception No. 513675 in Book 760 at Page
902.


THE
FOLLOWING EXCEPTION AFFECTS ONLY PARCEL XII-A:


119.               Right
of way, whether in fee or easement only, for vehicular and pedestrian ingress
and egress, and for the installation, construction, repair, maintenance and
reconstruction of utilities and appurtenances thereto, as granted to Ski Time
Square Enterprises, a joint venture by Steamboat Ski Corporation, a Delaware
corporation, recorded November 24, 1991 in Book 551 at Page 413, affecting the
following described property: In which the specific location is more
particularly described in said instrument.


120.               Right
of way, whether in fee or easement only, for the purposes of the installation,
construction, 











repair, maintenance and reconstruction of storm sewer facilities and
appurtenances thereto, as reserved by Ski Time square Enterprises, a joint
venture in the Deed to Steamboat Ski Corporation, a Delaware corporation,
recorded September 22, 1981 in Book 546 at Page 114 as to all of Parcel XII-A,
in which the specific location of the easement is not defined.


121.               Encroachments
as disclosed by survey of Drexel, Barrell & Co., for Job No.                         ,
Drawing No.                          
and bearing a date of                          .


122.               INTENTIONALLY
DELETED.


THE
FOLLOWING EXCEPTIONS AFFECT PARCEL XIV:


123.               Reservations
of (1) right of proprietor of any penetrating vein lode to extract his ore; and
(2) right of way for any ditches or canals constructed by authority of United
States, in U.S. Patent recorded for subject property, as follows: Book 49 at
Page 261: SW1/4SW1/4, Section 22 and NW1/4NW1/4, Section 27; Book 122 at Page
203: SE1/4SW1/4, Section 22, NE1/4NW1/4, Section 27, All in Township 6 North,
Range 84 West of the 6th P.M.


124.               Right
of way and visual easement granted by Steamboat Land Company to Robert C. Elken
by Deed recorded July 15, 1969 in Book 337 at Page 337.


125.               Easement
for water transmission pipeline granted to Mt. Werner Water and Sanitation
District by instrument recorded March 15, 1973 in Book 374 at Page 345 and
re-recorded May 10, 1973 in Book 376 at Page 318.


126.               Road
easement 30 feet in width for ingress and egress to Ski Trail Lane granted to
Gil Kuykendall and F. Ford Smith in Deed recorded June 12, 1974 in Book 393 at
Page 509 and re-recorded July 25, 1974 in Book 395 at Page 376.


127.               Easement
granted by LTV Recreation Development, Inc., to Columbia Savings and Loan
Association by Easement Agreement recorded December 30, 1975 in Book 412 at
Page 341.


128.               Easement
and right of way granted by LTV Recreation Development, Inc. to Columbia
Savings and Loan Association by Easement Agreement recorded December 30, 1975
in Book 412 at Page 343.


129.               Easement
granted to Mountain States Telephone and Telegraph Company in Grant of Easement
recorded April 24, 1981 in Book 532 at Page 756.


130.               Easements
granted to Greeley Gas Company in Book 532 at Pages 760, 762 and 764 and in
Book 667 at Page 742.


131.               Easements
granted to Yampa Valley Electric Association in Book 532 at Pages 768, 770,
772, 776 and 778.


132.               Easements
granted to Mt. Werner Water and Sanitation District in Book 532 at Pages 792,
802, 804, 806 and 820.


133.               Right
of way, whether in fee or easement only, for the installation, construction,
repair, maintenance and reconstruction of landscaping, berms, irrigation pipes
and equipment, walkways, stairways and appurtenances thereto, and for
pedestrian ingress and egress and passage for members of the Grantee and the
guests, tenants and invitees of such members, on and over such walkways and
stairways, as granted to Bear Claw II Condominium Association by 











Steamboat Ski Corporation, a Delaware corporation, recorded March 7,
1983 in Book 580 at Page 70, affecting the following described property: In
which the specific location is more particularly described in said instrument.


134.               Terms,
agreements, provisions, conditions and obligations as contained in Grant of
Easement recorded April 29, 1983 in Book 582 at Page 730.


135.               Easement
granted to the City of Steamboat Springs, Colorado in instrument recorded
October 18, 1984 in Book 601 at Page 648.


136.               Right
of way, whether in fee or easement only, for skier ingress and egress, as
granted to Torian Plum Holdings, Ltd., a Colorado corporation by Steamboat Ski
Corporation, a Delaware corporation, recorded May 19, 1986 in Book 616 at Page
675, as modified by the instrument recorded August 31, 1993 in Book 688 at Page
1268, affecting the following described property: In which the specific
location is more particularly described in said instrument.


137.               Right
of way, whether in fee or easement only, for a perpetual and nonexclusive
easement for use by the general public for a pedestrian and bicycle pathway
each year between the dates of June 1 and October 15 only, on, over and across
a tract of land 109 feet wide, being 5 feet on either side of the centerline
within Parcel D, Ski Hill Subdivision together with the terms, agreements,
provisions, conditions and obligations, as granted to the City of Steamboat
Springs, a Colorado municipal corporation by Steamboat Ski Corporation, a
Delaware corporation, in the instrument recorded April 7, 1988 in Book 634 at
Page 49, the location of which is shown in the map attached to said instrument.


138.               Right
of way, whether in fee or easement only, for an irrevocable, perpetual,
non-exclusive private easement together with the terms, agreements, provisions,
conditions and obligations, as granted to Ski Time Square Enterprises, a
Colorado joint venture by Steamboat Ski & Resort Corporation, a Delaware
corporation, recorded January 15, 1997 in Book 729 at Page 338, affecting the
following described property: In which the specific location is more
particularly described in said instrument.


139.               Right
of way, whether in fee or easement only, for the encroachment of improvements
together with the terms, agreements, provisions, conditions and obligations, as
granted to Ski Time Square Enterprises, a Colorado joint venture by Steamboat
Ski and Resort Corporation, a Delaware corporation, recorded January 15, 1997
in Book 729 at Page 339, affecting the following described property: In which
the specific location is more particularly described in said instrument.


140.               Encroachments
as disclosed by survey of Drexel, Barrell & Co., for Job No.                          ,
Drawing No.                          
and bearing a date of                          .


141.               Terms,
agreements, provisions, conditions and obligations as contained in Easement
Agreement by and between Steamboat Ski & Resort Corporation, a Delaware
corporation and Ski Time Square Enterprises recorded April 8, 1998 at Reception
No. 491655 in Book 745 at Page 286.


142.               INTENTIONALLY
DELETED.


143.               Terms,
agreements, provisions, conditions and obligations as contained in Agreement by
and between Steamboat Ski & Resort Corporation and the Kuykendall
Management Trust dated April 8, 1991 recorded September 24, 1999 at Reception
No 517127 in Book 762 at Page 1067.


144.               Terms,
agreements, provisions, conditions and obligations as contained in the
Declaration by and 











between Steamboat Ski & Resort Corporation, a Delaware corporation
and Grand Summit Resort Properties, Inc., a Maine corporation recorded
September 20, 2000 at Reception No. 533316.


145.               INTENTIONALLY
DELETED.


146.               Terms,
agreements, provisions, conditions and obligations as contained in Licence
Agreement by and between Steamboat Ski & Resort Corporation and Cellular
Inc. Network Corporation d/b/a Verizon Wireless recorded September 1, 2004 at
Reception No. 607216.


THE FOLLOWING
EXCEPTIONS AFFECT PARCEL XV:


147.               Reservations
of (1) right of proprietor of any penetrating vein or lode to extract his ore;
and (2) right of way for any ditches or canals constructed by authority of
United States, in U.S. Patent recorded for subject property as follows: Book 64
at Page 325: NE1/4SE1/4, Section 22; Book 85 at Page 452: W/2SEl/4, SE1/4SE1/4,
Section 22; Book 122 at Page 203: SE1/4SW1/4, Section 22,                         NE1/4NW1/4,
Section 27, All in Township 6 North, Range 84 West of the 6th P.M.


148.               Reservation
of right of way for any ditches or canals constructed by authority of the
United States, in U.S. Patent recorded for subject property, as follows: Book
77 at Page 269: SW1/4NE1/4, Section 27


Book 124 at Page 283: N1/2NE1/4, SE1/4NE1/4, Section
27, All in Township 6 North, Range 84 West of the 6th P.M.


149.               Easement
for water storage reservoir granted to Mt. Werner Water and Sanitation District
by instrument recorded March 15, 1973 in Book 374 at Page 343 and re-recorded
May 10, 1973 in Book 376 at Page 316.


150.               Easement
for water transmission pipeline granted to Mt. Werner Water and Sanitation
District by instrument recorded March 15, 1973 in Book 374 at Page 345 and
re-recorded May 10, 1973 in Book 376 at Page 318.


151.               Road
easement 30 feet in width for ingress and egress to Ski Trail Lane granted to
Gil Kuykendall and F. Ford Smith in Deed recorded June 12, 1974 in Book 393 at
Page 509, and re-recorded July 25, 1974 in Book 395 at Page 376.


152.               Encroachments
as disclosed by survey of Drexel, Barrell & Co., for Job No.                          ,
Drawing No.                         
and bearing a date of                          .


153.               Terms,
agreements, provisions, conditions and obligations as contained in the Sewer
Service Line Easement Agreement recorded June 10, 1999 at Reception No. 511809
in Book 759 at Page 316.


154.               Terms,
agreements, provisions, conditions and obligations as contained in the
Agreement by and between Steamboat Ski & Resort Corporation and the Kuykendall
Management Trust dated April 8, 1991 recorded September 24, 1999 at Reception
No. 517127 in Book 762 at Page 1067.


155.               INTENTIONALLY
DELETED.


THE
FOLLOWING EXCEPTIONS AFFECT PARCEL XVI:


156.               Reservations
of (1) right of proprietor of any penetrating vein or lode to extract his ore;
and (2) right of way for any ditches or canals constructed by authority of
United States, in U.S. Patent recorded for subject property as follows: Book 77
at Page 269: SW1/4NE1/4, Section 27, Book 124 at Page 283: SW1/4NE1/4, Section
27, All in Township 6 North, Range 84 West of the 6th P.M.











157.               Undivided
grantors interest in all oil, gas and other mineral rights, as reserved by
Ernest C. Arnold in the Deed to Donald D. Valentine and James W. Temple
recorded September 9, 1964 in Book 318 at Page 782, and any interest therein or
rights thereunder.


158.               Terms,
agreements, provisions, conditions and obligations as contained in the Easement
Agreement by and between Donald D. Valentine and Glen C. Jeckel recorded
February 23, 1971 in Book 346 at Page 439.


159.               Terms,
agreements, provisions, conditions and obligations as contained in Access and
Easement Agreement by and between the Glen C. Jeckel Irrevocable Trust, Michael
J. Holloran, Trustee and R.E. Block and Associates, a partnership recorded in
Book 595 at Page 1249.


160.               INTENTIONALLY
DELETED.


THE
FOLLOWING EXCEPTIONS AFFECT PARCEL XVII:


161.               Right
of way, whether in fee or easement only, for a public road, as granted to the
City of Steamboat Springs by the United States of America, acting by and
through the Forest Service, Department of Agriculture, recorded June 29, 1979
in Book 478 at Page 542, affecting the following described property: The
description of the easement herein granted in one and the same as that certain
easement shown in the Official Records of Routt County, State of Colorado as
Rendezvous Trails, File 6593; being more particularly described as curves C7
and C8.


162.               All
existing ditches, canals, reservoirs, pipelines and springs, including but not
limited to: The Bashor Ditch No. 1, appearing at File No. 846 and The Phase III
Reservoir appearing at File No. 6752.


163.               Terms,
Covenants and Conditions of the Use Permit and the effect of any failure to
comply with the terms, covenants and conditions of the Use Permit referred to
in Schedule A, and recorded                          
at Reception No.                          .


164.               INTENTIONALLY
DELETED.


165.               INTENTIONALLY
DELETED.


166.               Terms,
agreements, provisions, conditions and obligations as contained in Licence
Agreement by and between Steamboat Ski & Resort Corporation and Cellular
Inc. Network Corporation d/b/a Verizon Wireless recorded September 1, 2004 at
Reception No. 607216.


THE
FOLLOWING EXCEPTIONS AFFECT PARCEL XVIII:


167.               Reservation
of right of proprietor of any penetrating vein or lode to extract his ore, in
U.S. Patent recorded for subject property, as follows: Book 10 at Page 37:
SW1/4, NE1/4, Section 28, All in Township 6 North, Range 84 West of the 6th
P.M.


168.               Terms,
agreements, provisions, conditions and obligations as contained in the
Declaration of Easement recorded May 9, 1983 in Book 583 at Page 242.


169.               All
oil, gas and mineral rights reserved in Deed recorded June 8, 1961 in Book 302
at Page 298 











and June 28, 1961 in Book 302 at Page 454, and any an all assignments
thereof or interests therein.  (Affects
the Sl/2 of the tract)


170.               An
easement to use the existing road around the lake back to the County Road on
the south side of this property reserved in Deed from J.O. Ireland to William
R. Casey, recorded June 28, 1961 in Book 302 at Page 454.


171.               Encroachments
as disclosed by survey of Drexel, Barrell & Co., for Job No.                          ,
Drawing No.                          
and bearing a last revision date of                          .


172.               INTENTIONALLY
DELETED.


THE
FOLLOWING EXCEPTIONS AFFECT PARCEL XX:


173.               Reservations
of (1) right of proprietor of any penetrating vein or lode to extract his ore;
and (2) right of way for any ditches or canals constructed by authority of United
States, in U.S. Patent recorded for subject property as follows: Book 6 at Page
551: SE1/4NE1/4, Section 28; Book 49 at Page 65: NE1/4NE1/4, Section 28; Book
49 at Page 261: NW1/4NW1/4, Section 27; Book 64 at Page 43: NW1/4NE1/4, Section
28, All in Township 6 North, Range 84 West of the 6th P.M.


174.               Reservation
of right of proprietor of any penetrating vein or lode to extract his ore, in
U.S. Patent recorded for subject property as follows: Book 10 at Page 37:
SW1/4NE1/4, Section 28, Township 6 North, Range 84 West of the 6th P.M.


175.               Right
of way, whether in fee or easement only, for the purposes of installation,
maintenance, reconstruction, repair and access to an underground sewer line and
related appurtenances, granted to Mount Werner Water and Sanitation District by
Steamboat Ski Corporation by instrument recorded August 25, 1989 in Book 645 at
Page 1638, in which the specific location of the easement is not defined.


176.               Right
of way, whether in fee or easement only, for a right of way 45 feet in width,
as granted to Steamboat Land Company by Robert C. Elken, recorded July 15, 1969
in Book 337 at Page 337, affecting the following described property: In which
the specific location is more particularly described in said instrument.


177.               Storm
Sewer Easement as shown on the Plat of Ski Hill Subdivision and labeled SS2.


178.               Easement
granted to Yampa Valley Electric Association in Book 532 at Page 774.


179.               Easements
granted to Mt. Werner Water and Sanitation District in Book 532 at Pages 802
and 820.


180.               Terms,
agreements, provisions, conditions and obligations as contained in the Grant of
Easement recorded April 29, 1983 in Book 582 at Page 730.


181.               Easement
granted to City of Steamboat Springs, Colorado, in instrument recorded July 23,
1984 in Book 598 at Page 1227.


182.               Easement
granted to City of Steamboat Springs, Colorado in instrument recorded July 23,
1984 in Book 598 at Page 1300.


183.               Encroachment
of a drainage line (also referred to as a permit to install and use water line)
onto Colorado State Highway 40, as disclosed by Underground and Utility Permit
from Division of Highways, State of Colorado, dated April 9, 1981, recorded
April 14, 1983 in Book 581 at Page 855.











184.               Right
of way, whether in fee or easement only, for vehicular and pedestrian ingress
and egress purposes together with the terms, agreements, provisions, conditions
and obligations, as granted to Dulany Corporation, a Colorado Corporation,
Dulany Condominium Association, Inc., a Colorado non-profit corporation by
Steamboat Ski Corporation, a Delaware corporation, recorded September 3, 1981
in Book 569 at Page 905, affecting the following described property: In which
the specific location is more particularly described in said instrument.


185.               Non-exclusive
“easement” for ingress and egress described in Declaration of Easement recorded
May 9, 1983 in Book 583 at Page 238 affecting the property more particularly
described in said instrument.


186.               Right
of way, whether in fee or easement only, for ingress and egress, landscape, utilities
and drainage over, under and across those portions of Snowflower at Steamboat
Gondola, Phase I, and subject to the terms, provisions, and obligations of said
Condominium, as granted to Steamboat Ski Corporation a Delaware corporation by
Snowflower at Steamboat Gondola, a general partnership, recorded May 22, 1988
in Book 616 at Page 767, affecting the following described property: In which
the specific location is more particularly described in said instrument.


187.               Encroachments
as disclosed by survey of Drexel, Barrell & Co., for Job Nos.                          
and                          ,
Drawing Nos.                          
and bearing a last revision date of                          .


188.               INTENTIONALLY
DELETED.


THE
FOLLOWING EXCEPTIONS AFFECT PARCEL XXI:


189.               Reservations
of (1) right of proprietor of any penetrating vein or lode to extract his ore;
and (2) right of way for any ditches or canals constructed by authority of
United States, in U.S. Patent recorded for subject property, as follows: Book
49 at Page 261: SW1/4SW1/4, Section 22, NW1/4NW1/4, Section 27, All in Township
6 North, Range 84 West of the 6th P.M.


190.               Easement
for telephone, electrical, sanitary sewer and pedestrian and motor vehicle
ingress and egress, granted to Sheraton Steamboat Corporation in instrument
recorded in Book 488 at Page 551.


191.               Easements
granted to Mountain States Telephone and Telegraph Company in Grants of
Easement recorded April 24, 1981 in Book 532 at Page 754.


192.               Easements
granted to Yampa Valley Electric Association in Book 532 at Page 772, 784 and
786.


193.               Easements
granted to Mt. Werner Water and Sanitation District in Book 532 at Page 800.


194.               Terms,
agreements, provisions, conditions and obligations as contained in Agreement
Modifying Reserved Easements by and between The Steamboat Ski Corporation, a
Delaware corporation and Torian Plum Holdings, Ltd., a Colorado corporation
recorded May 19, 1986 in Book 616 at Page 672.


195.               Storm
sewer line easements depicted and described as SS-l and SS-3, as shown on the
Plat of Ski Hill Subdivision appearing at File No. 8823.


 
















196.               A
private right of way described in instrument recorded April 13, 1972 in Book
358, Page 476, in which the specific location is more particularly described in
said instrument.


197.               A
mutual nonexclusive easement and right-of-way for vehicular and pedestrian
ingress and egress, and for the installation, construction, repair, maintenance
and reconstruction of utilities and appurtenances thereto, in and to, over,
under and across the real property more particularly described in said
instrument, as created in the instrument recorded January 7, 1982 in Book 554
at Page 616.


198.               Easement
and right of way for gas line easement purposes, as granted to Greeley Gas
Company by Torian Plum Venture, in the instrument recorded January 3, 1984 in
Book 594 at Page 176, affecting the property more particularly described in
said instrument.


199.               Easement
and right of way for sewer line easement purposes, as granted to Mt. Werner
Water and Sanitation District by Torian Plum Venture, in the instrument
recorded January 4, 1984 in Book 594 at Page 195, affecting the property more
particularly described in said instrument.


200.               Encroachments
as disclosed by survey of Drexel, Barrell & Co., for Job No.                                 ,
Drawing No.                                 
and bearing a date of                                 .


201.               INTENTIONALLY
DELETED.


THE
FOLLOWING EXCEPTIONS AFFECT PARCEL XXII:


202.               Reservations
of (1) right of proprietor of any penetrating vein or lode to extract his ore;
and (2) right of way for any ditches or canals constructed by authority of the
United States, in U.S. Patents for subject property as follows: Book 49 at Page
261: SW1/4 SW1/4, Section 22, NW1/4 NW1/4, Section 27; Book 85 at Page 45:
SW1/4 SE1/4, Section 22; Book 122 at Page 203: SE1/4 SW1/4, Section 22,                                 
NE1/4 NW1/4, Section 27, All in Township 6 North, Range 84 West of the 6th P.M.


203.               Reservation
of right of way for any ditches or canals constructed by authority of the
United States, in U.S. Patents for subject property as follows: Book 124 at
Page 283: NW1/4 NE1/4, Section 27, Township 6 North, Range 84 West of the 6th
P.M.


204.               Provision
on Plat of Ski Trail Subdivision, Filing No. 3, filed February 21, 1968 at File
No. 6718, that side and rear lot lines shall have 10.00 foot utility easements
on each side, and all lots shall have a 12.5 foot snow removal easement
parallel to the dedicated street right of way.


205.               Covenants,
Conditions and Restrictions, which do not contain a forfeiture or reverter
clause, but omitting restrictions, if any, based on race, color, religion or
national origin, as contained in instrument attached to the Plat of Ski Trail
Subdivision, Filing No. 3, filed February 21, 1968 at File No. 6718, as amended
by instrument recorded June 9, 1969 in Book 336 at Page 684 and as amended by
instrument recorded February 1, 1974 in Book 388 at Page 901, and any and all
amendments and supplements thereto.


206.               Provision
reflected on Plat of Ski Trail Subdivision, Filing No. 3, filed February 21,
1968 at File No. 6718, concerning the gondola easement and stating that no
construction will be permitted therein, which will not be deemed to prohibit
the construction, reconstruction, maintenance and repair of the gondola within
said easement.


207.               Terms,
agreements, provisions, conditions and obligations as contained in the
Declaration of













Easement recorded May 1, 1989 in Book 642 at Page 1569.


208.               Encroachments
as disclosed by survey of Drexel, Barrell & Co., for Job No.                                 
Drawing No.                     
and bearing a last revision date of                                 .


209.               INTENTIONALLY
DELETED.


210.               Terms,
agreements, provisions, conditions and obligations as contained in Grant of
Easement by and between Steamboat Investments Corporation 1989, a Delaware
corporation and Steamboat Ski & Resort Corporation, a Delaware corporation
recorded May 2, 2005 at Reception No. 617961.


211.               Terms,
agreements, provisions, conditions and obligations as contained in the Agreement
by and between Steamboat Ski & Resort Corporation and the Kuykendall
Management Trust dated April 8, 1991 recorded September 24, 1999 at Reception
No. 517127 in Book 762 at Page 1067.


THE
FOLLOWING EXCEPTIONS AFFECT PARCEL XXIII:


212.               Reservations
of (1) right of proprietor of any penetrating vein or lode to extract his ore;
and (2) right of way for any ditches or canals constructed by authority of the
United States, in U.S. Patents for subject property as follows: Book 49 at Page
261: SW1/4 of Section 22; Book 122 at Page 203: NW1/4 of Section 27, All in
Township 6 North, Range 84 West of the 6th P.M.


213.               Easement
for telephone, electrical, sanitary sewer and pedestrian and motor vehicle
ingress and egress, granted to Sheraton Steamboat Corporation in instrument
recorded in Book 488 at Page 551.


214.               INTENTIONALLY
DELETED.


215.               INTENTIONALLY
DELETED.


216.               Right
of way, whether in fee or easement only, for easement, as granted to The
Mountain States Telephone and Telegraph Company, a Colorado corporation by Ski
Time Square Enterprises, Inc., recorded November 24, 1982 in Book 519 at Page
577, affecting the following described property: In which the specific location
is more particularly described in said instrument.


217.               Terms,
agreements, provisions, conditions and obligations as contained in Agreement as
evidenced by Memorandum recorded March 1, 1982 in Book 559 at Page 94.


218.               INTENTIONALLY
DELETED.


THE
FOLLOWING EXCEPTIONS AFFECT PARCELS XXIV AND XXIV - A:


219.               Reservations
of (1) right of proprietor of any penetrating vein or lode to extract his ore;
and (2) right of way for any ditches or canals constructed by authority of
United States, in U.S. Patent recorded for subject property as follows: Book 49
at Page 261: NW1/4NW1/4, Section 27, Township 6 North, Range 84 West of the 6
P.M.


220.               Right
of way 45 feet in width granted by Steamboat Land Company to Robert C. Elken by
Deed recorded July 15, 1969 in Book 337 at Page 337, affecting the following
described land: In which the specific location is more particularly described
in said instrument.













221.               Easements
granted to Greeley Gas Company in Book 532 at Page 760.


222.               Easements
granted to Yampa Valley Electric Association in Book 532 at Pages 774 and 776.


223.               Easements
granted to Mt. Werner Water and Sanitation District in Book 532 at Pages 802,
806 and 820.


224.               Perpetual
easement and right of way for encroachment purposes, as granted to Dulany
Condominium Association, Inc., a Colorado non-profit corporation, by Steamboat
Ski Corporation, a Delaware Corporation, in the instrument recorded September
3, 1982 in Book 569 at Page 902, affecting the following described property: In
which the specific location is more particularly described in said instrument.


225.               Right
of way, whether in fee or easement only, for vehicular and pedestrian ingress
and egress purposes, as granted to Dulany Corporation, a Colorado Corporation
and Dulany Condominium Association, Inc., a Colorado non-profit Corporation by
Steamboat Ski Corporation, a Delaware Corporation, recorded September 3, 1981
in Book 569 at Page 905, subject to the terms, agreements, provisions,
conditions and obligations as contained therein, affecting the following
described property: In which the specific location is more particularly
described in said instrument.


226.               None-exclusive
“easement” for ingress and egress described in Declaration of Easement recorded
May 9,1983 in Book 583 at Page 238 affecting the following described property:
In which the specific location is more particularly described in said
instrument.


227.               Non-exclusive
“easement” for underground water and electric lines, and appurtenances thereto,
for snow making purposes described in Declaration of Easement recorded May 9,
1983 in Book 583 at Page 242, affecting the following described property: In
which the specific location is more particularly described in said instrument.


228.               Right
of way, whether in fee or easement only, for an irrevocable, perpetual,
nonexclusive private easement over, along and across the subject property, as
granted to Ski Time Square Enterprises, a Colorado joint venture by Steamboat
Ski & Resort Corporation, a Delaware Corporation, recorded January 15, 1997
in Book 729 at Page 338 subject to the terms, agreements, provisions,
conditions and obligations as contained therein, affecting the following
described property: In which the specific location is more particularly
described in said instrument.


229.               Terms,
agreements, provisions, conditions, obligations and easements as contained in
that certain Easement Agreement (Portion of the Snowflower Property), by and
between Steamboat Ski & Resort Corporation, a Delaware corporation and
Steamboat Partners II, LLC, a Colorado limited liability company, recorded
December 31, 2003 at Reception No. 596269.


230.               Terms,
agreements, provisions, conditions, obligations and licences as contained in
that  certain License Agreement
(Snowflower Parcel), by and between Steamboat Partners II, LLC, a Colorado
limited liability company and Steamboat Ski & Resort Corporation, a Delaware
corporation, recorded December 31,2003 at Reception No. 596272:


THE
FOLLOWING AFFECTS PARCEL XXV:


231.               Reservations
of (1) right of proprietor of any penetrating vein or lode to extract his ore;
and (2)













right of way for any ditches or canals constructed by authority of
United States, in U.S. Patent recorded for subject property as follows: Book 6
at Page 551:               SE1/4NE1/4,
Section 28; Book 49 at Page 65: NE1/4NE1/4, Section 28; Book 64 at Page 43:
Sl/2SE1/4, Section 21 and NW1/4NE1/4, Section 28, All in Township 6 North,
Range 84 West of the 6th P.M.


232.               Reservation
of right of proprietor of any penetrating vein or lode to extract his ore, in
U.S. Patent recorded for subject property, as follows: Book 10 at Page 37:               SW1/4NE1/4, Section 28, Township
6 North, Range 84 West o the 6th P.M.


233.               INTENTIONALLY
DELETED.


234.               INTENTIONALLY
DELETED.


235.               INTENTIONALLY
DELETED.


236.               INTENTIONALLY
DELETED.


237.               Encroachments
as disclosed by survey of Drexel, Barrell & Co., for Job No.                                 ,
Drawing No.                                
and bearing a last revision date of                                 .


238.               INTENTIONALLY
DELETED.


239.               Terms,
agreements, provisions, conditions, obligations and licences as certain License
Agreement (SSRC), by and between Steamboat Partners II, LLC, a Colorado limited
liability company and Steamboat Ski & Resort Corporation, a Delaware
corporation, recorded December 31, 2003 at Reception No. 596271:


240.               Terms,
agreements, provisions, conditions, obligations and easements as contained in
Easement Agreement (Aerial Tramway), recorded April 29, 2004 at Reception No.
600980.


THE
FOLLOWING AFFECTS PARCEL XXVI:


241.               Reservation
of right of proprietor of any penetrating vein or lode to extract his ore, in
U.S. Patent recorded for subject property, as follows: Book 10 at Page 37:               El/2SW1/4, Section 28, All in
Township 6 North, Range 84 West of the 6th P.M.


242.               INTENTIONALLY
DELETED.


243.               Undivided
1/2 interest in all oil and gas rights as reserved by John Sinden and Harriet
Sinden, also known as Harriet I. Sinden in a deed recorded December 18, 1959 in
Book 294 at Page 229 and any interest therein or rights thereunder.


244.               Terms,
agreements, provisions, conditions and obligations as contained in Department
of the Army Permit recorded November 17, 1981 in Book 551 at Page 2.


245.               INTENTIONALLY
DELETED.


246.               Any
rights, interest or easements in favor of 
the riparian owners, the State of Colorado, the United States of America
or  the general Public, which exist, have
existed, or are claimed to exist in and over the waters and present and past
bed and banks of the Yampa River.


247.               All
notes, easements, conditions and provisions as shown on the Plat of Walton Pond
Filing No. 2













filed at File No. 10871.


248.               Right
of way, whether in fee or easement only, for to construct, maintain and operate
a gas pipeline and/or pipeline system and extensions, as granted to Greeley Gas
Company by Walton Pond Apartments, Inc., recorded April 26, 1995 in Book 707 at
Page 527, affecting the following described property: Right-of-way and Easement
shall be five feet either side of the Natural Gas Distribution Main, which Main
shall be located wholly outside of the perimeter exterior walls of any building
now or hereafter constructed on the property described.


249.               Right-
of way, whether in, fee or easement only, for a gas pipeline and/or pipeline
system granted to Walton Pond Apartments, Inc. by Greeley Gas Company by
instrument recorded July 26, 1995 in Book 710 at Page 302, in which the specific
location of the easement is not defined.


250.               Right
of way, whether in fee or easement only, for underground water line, as granted
to Steamboat Springs Super 8 Motel, Inc., a Colorado corporation by Walton Pond
Apartments, Inc., a Delaware corporation, recorded October 1, 1998 at Reception
No. 499970 in Book 751 at Page 15, affecting the following described property:
In which the specific location is more particularly described in said
instrument.


251.               Right
of way, whether in fee or easement only, for underground sanitary sewer main,
as granted to Steamboat Springs Super 8 Motel, Inc., a Colorado corporation by
Walton Pond Apartments, Inc., a Delaware corporation, recorded October 1, 1998
at Reception No. 499971 in Book 751 at Page 16, affecting the following
described property: In which the specific location is more particularly
described in said instrument.


NOTE:
Pursuant to C.R.S. 10-11-122 notice is hereby given that:


(A)      The subject property may be located in a
special taxing district;


(B)                                A
certificate of taxes due listing each taxing jurisdiction may be obtained from
the County Treasurer or the County Treasurer’s authorized agent;


(C)                                INFORMATION
regarding special districts and the boundaries of such districts may be
obtained from the Board of County Commissioners, the County Clerk and Recorder,
or the County Assessor.


NOTE:
If Schedule B of your commitment for an owner’s title policy reflects an
exception for mineral interest or leases, pursuant to C.R.S. 10-11-123 (HB
01-1088), this is to advise:


(A)                              That
there is recorded evidence that a mineral estate has been severed, leased, or
otherwise conveyed from the surface estate and that there is a substantial
likelihood that a third party holds some or all interest in oil, gas, other
minerals, or geothermal energy in the property; and


(B)                                That
such mineral estate may include the right to enter and use the property without
the surface owner’s permission.


NOTE:            The policy(s) of insurance may contain a
clause permitting arbitration of claims at the request of either the Insured or
the Company.  Upon request, the Company
will provide a copy of this clause and the accompanying arbitration rules prior
to the closing of the transaction.


















Issued
by

Transnation Title Insurance Company


 


COMMITMENT FOR TITLE INSURANCE


Transnation
Title Insurance Company, a Nebraska corporation, herein called the Company, for a valuable
consideration, hereby commits to issue its policy or policies of title insurance,
as identified in Schedule A, in favor of the proposed Insured named in Schedule
A, as owner or mortgagee of the estate or interest covered hereby in the land
described or referred to in Schedule A, upon payment of the premiums and
charges therefor; all subject to the provisions of Schedules A and B and to the
Conditions and Stipulations hereof.


This
Commitment shall be effective only when the identity of the proposed Insured
and the amount of the policy or policies committed for have been inserted in
Schedule A hereof by the Company, either at the time of the issuance of this
Commitment or by subsequent endorsement.


This
Commitment is preliminary to the issuance of such policy or policies of title
insurance and all liability and obligations hereunder shall cease and terminate
six (6) months after the effective date hereof or when the policy or policies
committed for shall be issued, whichever first occurs, provided that the
failure to issue such policy or policies is not the fault of the Company.  This Commitment shall not be valid or binding
until countersigned by an authorized officer or agent.


IN
WITNESS WHEREOF, Transnation Title Insurance Company has caused its corporate
name and seal to be hereunto affixed by its duly authorized officers, this Commitment
to become valid when countersigned by an authorized officer or agent of the
Company.


Transnation Title Insurance Company


	
  Attest:

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Secretary

  	
   

  	
   

  	
   

  	
  President

  



 


 


CONDITIONS


1.                    The term mortgage, when used herein, shall
include deed of trust, trust deed, or other security instrument.


2.                    If the proposed Insured has or acquired actual
knowledge of any defect, lien, encumbrance, adverse claim or other matter
affecting the estate or interest or mortgage thereon covered by this Commitment
other than those shown in Schedule B hereof, and shall fail to disclose such
knowledge to the Company in writing, the Company shall be relieved from
liability for any loss or damage resulting from any act of reliance hereon to
the extent the Company is prejudiced by failure to so disclose such
knowledge.  If the proposed Insured shall
disclose such knowledge to the Company, or if the Company otherwise acquires
actual knowledge of any such defect, lien, encumbrance, adverse claim or other
matter, the Company at its option may amend Schedule B of this Commitment
accordingly, but such amendment shall not relieve the Company from liability
previously incurred pursuant to paragraph 3 of these Conditions and
Stipulations.


3.                    Liability of the Company under this Commitment
shall be only to the named proposed Insured and such parties included under the
definition of Insured in the form of policy or policies committed for and only
for actual loss incurred in reliance hereon in undertaking in good faith (a) to
comply with the requirements hereof, or (b) to eliminate exceptions shown in
Schedule B, or (c) to acquire or create the estate or interest or mortgage
thereon covered by this Commitment.  In
no event shall such liability exceed the amount stated in Schedule A for the
policy or policies committed for and such liability is subject to the insuring
provisions and Conditions and Stipulations and the Exclusions from Coverage of
the form of policy or policies committed for in favor of the proposed Insured
which are hereby incorporated by reference and are made a part of this
Commitment except as expressly modified herein.


4.                    Any action or actions or rights of action that
the proposed Insured may have or may bring against the Company arising out of
the status of the title to the estate or interest or the status of the mortgage
thereon covered by this Commitment must be based on and are subject to the
provisions of this Commitment.


















 


Transnation Title
Insurance Company


NOTICE TO PROSPECTIVE
INSURED OWNER:


Re:  Mechanic’s Lien and Gap
Protection


This is to advise that Transnation Title Insurance
Company makes available to its prospective insured owners, in conjunction with
their Transnation Title Insurance Company policy covering a single family
residence, including a condominium or townhouse unit, protection against
mechanic’s liens.  This protection is not
automatic nor given in all cases, but is subject to the Company’s Underwriting requirements,
and does not cover those liens which arise out of work contracted for or
entered into at the request of the insured owner.


These underwriting requirements include, but may not
be limited to, the following:


1.                 Receipt by the Company of
agreement(s) indemnifying it for any loss resulting from its granting of lien
protection, executed by the seller, contractor or others who might have
incurred debts which could result in mechanic’s liens;


2.                 Information
concerning the solvency and whereabouts of the parties set forth in Item No. 1,
possibly including financial statements;


3.                 Evidence of payment of any
bills which might have been incurred for work done on the property, depending
upon the length of time elapsed since the last work was completed and what
remains to be done;


4.                 In the event of extensive
recent construction, whether on all of the improvements upon the property or
not, additional items required may include: 
(a) the Company’s review of the owner’s and/or builder’s history
relative to construction projects previously completed or presently under
construction; (b) review of the construction loan agreement, if applicable; (c)
review of any performance or materialmen’s bonds concerning this construction,
if applicable; (d) payment of the appropriate charge for mechanic’s lien
protection during construction, if applicable.


This is also to advise that, pursuant to Regulation of
the Colorado Insurance Commissioner, every title entity shall be responsible
for all matters which appear of record prior to the time of recording, and
subsequent to the effective date of the commitment, whenever the title entity
conducts the closing and is responsible for recording or filing of legal
documents resulting from the transaction which was closed.  This does not include those matters created,
suffered, assumed or agreed to by the insured. 
The prospective insured is advised to inquire of the closing entity as
to whether it is an office of Transnation Title Insurance Company, or is an
independent agent which will be the responsible entity relative to the closing
only.

















Exhibit C to Purchase
Agreement


GSRP


Steamboat Summit Garage Note Receivable


 


	
  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   Selling Price

  	
   

  	
  6,500,000.00

  	
   

  	
   

  	
   

  	
   

  
	
   Year of Note

  	
   

  	
  20.00

  	
   

  	
   

  	
   

  	
   

  
	
   Interest Rate

  	
   

  	
  10.25%

  	
   

  	
   

  	
   

  	
   

  
	
   Total Number
  payments

  	
   

  	
  240.00

  	
   

  	
   

  	
   

  	
   

  
	
   Payment
  Amount

  	
   

  	
  $63,806.82

  	
   

  	
   

  	
   

  	
   

  
	
   Date Note
  entered into

  	
   

  	
  9/15/2000

  	
   

  	
   

  	
   

  	
   

  
	
   Date Note
  matures

  	
   

  	
  9/15/2020

  	
   

  	
   

  	
   

  	
   

  



 


	
  Date

  	
   

  	
  Beginning Balance

  	
   

  	
  Payment

  	
   

  	
  Interest

  	
   

  	
  Principle

  	
   

  	
  Ending Balance

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10/15/2000

  	
   

  	
  6,500,000.00

  	
   

  	
  63,806.82

  	
   

  	
  55,520.83

  	
   

  	
  8,285.99

  	
   

  	
  6,491,714.01

  
	
  11/15/2000

  	
   

  	
  6,491,714.01

  	
   

  	
  63,806.82

  	
   

  	
  55,450.06

  	
   

  	
  8,356.76

  	
   

  	
  6,483,357.25

  
	
  12/15/2000

  	
   

  	
  6,483,357.25

  	
   

  	
  63,806.82

  	
   

  	
  55,378.68

  	
   

  	
  8,428.14

  	
   

  	
  6,474,929.11

  
	
  1/15/2001

  	
   

  	
  6,474,929.11

  	
   

  	
  63,806.82

  	
   

  	
  55,306.69

  	
   

  	
  8,500.13

  	
   

  	
  6,466,428.97

  
	
  2/15/2001

  	
   

  	
  6,466,428.97

  	
   

  	
  63,806.82

  	
   

  	
  55,234.08

  	
   

  	
  8,572.74

  	
   

  	
  6,457,856.23

  
	
  3/15/2001

  	
   

  	
  6,457,856.23

  	
   

  	
  63,806.82

  	
   

  	
  55,160.86

  	
   

  	
  8,645.96

  	
   

  	
  6,449,210.27

  
	
  4/15/2001

  	
   

  	
  6,449,210.27

  	
   

  	
  63,806.82

  	
   

  	
  55,087.00

  	
   

  	
  8,719.82

  	
   

  	
  6,440,490.45

  
	
  5/15/2001

  	
   

  	
  6,440,490.45

  	
   

  	
  63,806.82

  	
   

  	
  55,012.52

  	
   

  	
  8,794.30

  	
   

  	
  6,431,696.16

  
	
  6/15/2001

  	
   

  	
  6,431,696.16

  	
   

  	
  63,806.82

  	
   

  	
  54,937.40

  	
   

  	
  8,869.42

  	
   

  	
  6,422,826.74

  
	
  7/15/2001

  	
   

  	
  6,422,826.74

  	
   

  	
  63,806.82

  	
   

  	
  54,861.65

  	
   

  	
  8,945.18

  	
   

  	
  6,413,881.56

  
	
  8/15/2001

  	
   

  	
  6,413,881.56

  	
   

  	
  63,806.82

  	
   

  	
  54,785.24

  	
   

  	
  9,021.58

  	
   

  	
  6,404,859.98

  
	
  9/15/2001

  	
   

  	
  6,404,859.98

  	
   

  	
  63,806.82

  	
   

  	
  54,708.18

  	
   

  	
  9,098.64

  	
   

  	
  6,395,761.34

  
	
  10/15/2001

  	
   

  	
  6,395,761.34

  	
   

  	
  63,806.82

  	
   

  	
  54,630.46

  	
   

  	
  9,176.36

  	
   

  	
  6,386,584.98

  
	
  11/15/2001

  	
   

  	
  6,386,584.98

  	
   

  	
  63,806.82

  	
   

  	
  54,552.08

  	
   

  	
  9,254.74

  	
   

  	
  6,377,330.24

  
	
  12/15/2001

  	
   

  	
  6,377,330.24

  	
   

  	
  63,806.82

  	
   

  	
  54,473.03

  	
   

  	
  9,333.79

  	
   

  	
  6,367,996.45

  
	
  1/15/2002

  	
   

  	
  6,367,996.45

  	
   

  	
  63,806.82

  	
   

  	
  54,393.30

  	
   

  	
  9,413.52

  	
   

  	
  6,358,582.93

  
	
  2/15/2002

  	
   

  	
  6,358,582.93

  	
   

  	
  63,806.82

  	
   

  	
  54,312.90

  	
   

  	
  9,493.92

  	
   

  	
  6,349,089.01

  
	
  3/15/2002

  	
   

  	
  6,349,089.01

  	
   

  	
  63,806.82

  	
   

  	
  54,231.80

  	
   

  	
  9,575.02

  	
   

  	
  6,339,513.99

  
	
  4/15/2002

  	
   

  	
  6,339,513.99

  	
   

  	
  63,806.82

  	
   

  	
  54,150.02

  	
   

  	
  9,656.80

  	
   

  	
  6,329,857.19

  
	
  5/15/2002

  	
   

  	
  6,329,857.19

  	
   

  	
  63,806.82

  	
   

  	
  54,067.53

  	
   

  	
  9,739.29

  	
   

  	
  6,320,117.90

  
	
  6/15/2002

  	
   

  	
  6,320,117.90

  	
   

  	
  63,806.82

  	
   

  	
  53,984.34

  	
   

  	
  9,822.48

  	
   

  	
  6,310,295.42

  
	
  7/15/2002

  	
   

  	
  6,310,295.42

  	
   

  	
  63,806.82

  	
   

  	
  53,900.44

  	
   

  	
  9,906.38

  	
   

  	
  6,300,389.04

  
	
  8/15/2002

  	
   

  	
  6,300,389.04

  	
   

  	
  63,806.82

  	
   

  	
  53,815.82

  	
   

  	
  9,991.00

  	
   

  	
  6,290,398.04

  
	
  9/15/2002

  	
   

  	
  6,290,398.04

  	
   

  	
  63,806.82

  	
   

  	
  53,730.48

  	
   

  	
  10,076.34

  	
   

  	
  6,280,321.70

  
	
  10/15/2002

  	
   

  	
  6,280,321.70

  	
   

  	
  63,806.82

  	
   

  	
  53,644.41

  	
   

  	
  10,162.41

  	
   

  	
  6,270,159.30

  
	
  11/15/2002

  	
   

  	
  6,270,159.30

  	
   

  	
  63,806.82

  	
   

  	
  53,557.61

  	
   

  	
  10,249.21

  	
   

  	
  6,259,910.09

  
	
  12/15/2002

  	
   

  	
  6,259,910.09

  	
   

  	
  63,806.82

  	
   

  	
  53,470.07

  	
   

  	
  10,336.75

  	
   

  	
  6,249,573.33

  
	
  1/15/2003

  	
   

  	
  6,249,573.33

  	
   

  	
  63,806.82

  	
   

  	
  53,381.77

  	
   

  	
  10,425.05

  	
   

  	
  6,239,148.29

  
	
  2/15/2003

  	
   

  	
  6,239,148.29

  	
   

  	
  63,806.82

  	
   

  	
  53,292.72

  	
   

  	
  10,514.10

  	
   

  	
  6,228,634.19

  
	
  3/15/2003

  	
   

  	
  6,228,634.19

  	
   

  	
  63,806.82

  	
   

  	
  53,202.92

  	
   

  	
  10,603.90

  	
   

  	
  6,218,030.29

  
	
  4/15/2003

  	
   

  	
  6,218,030.29

  	
   

  	
  63,806.82

  	
   

  	
  53,112.34

  	
   

  	
  10,694.48

  	
   

  	
  6,207,335.81

  
	
  5/15/2003

  	
   

  	
  6,207,335.81

  	
   

  	
  63,806.82

  	
   

  	
  53,020.99

  	
   

  	
  10,785.83

  	
   

  	
  6,196,549.98

  
	
  6/15/2003

  	
   

  	
  6,196,549.98

  	
   

  	
  63,806.82

  	
   

  	
  52,928.86

  	
   

  	
  10,877.96

  	
   

  	
  6,185,672.03

  
	
  7/15/2003

  	
   

  	
  6,185,672.03

  	
   

  	
  63,806.82

  	
   

  	
  52,835.95

  	
   

  	
  10,970.87

  	
   

  	
  6,174,701.16

  
	
  8/15/2003

  	
   

  	
  6,174,701.16

  	
   

  	
  63,806.82

  	
   

  	
  52,742.24

  	
   

  	
  11,064.58

  	
   

  	
  6,163,636.57

  
	
  9/15/2003

  	
   

  	
  6,163,636.57

  	
   

  	
  63,806.82

  	
   

  	
  52,647.73

  	
   

  	
  11,159.09

  	
   

  	
  6,152,477.48

  
	
  10/15/2003

  	
   

  	
  6,152,477.48

  	
   

  	
  63,806.82

  	
   

  	
  52,552.41

  	
   

  	
  11,254.41

  	
   

  	
  6,141,223.07

  
	
  11/15/2003

  	
   

  	
  6,141,223.07

  	
   

  	
  63,806.82

  	
   

  	
  52,456.28

  	
   

  	
  11,350.54

  	
   

  	
  6,129,872.53

  
	
  12/15/2003

  	
   

  	
  6,129,872.53

  	
   

  	
  63,806.82

  	
   

  	
  52,359.33

  	
   

  	
  11,447.49

  	
   

  	
  6,118,425.04

  
	
  1/15/2004

  	
   

  	
  6,118,425.04

  	
   

  	
  63,806.82

  	
   

  	
  52,261.55

  	
   

  	
  11,545.27

  	
   

  	
  6,106,879.77

  
	
  2/15/2004

  	
   

  	
  6,106,879.77

  	
   

  	
  63,806.82

  	
   

  	
  52,162.93

  	
   

  	
  11,643.89

  	
   

  	
  6,095,235.88

  
	
  3/15/2004

  	
   

  	
  6,095,235.88

  	
   

  	
  63,806.82

  	
   

  	
  52,063.47

  	
   

  	
  11,743.35

  	
   

  	
  6,083,492.53

  
	
  4/15/2004

  	
   

  	
  6,083,492.53

  	
   

  	
  63,806.82

  	
   

  	
  51,963.17

  	
   

  	
  11,843.65

  	
   

  	
  6,071,648.88

  
	
  5/15/2004

  	
   

  	
  6,071,648.88

  	
   

  	
  63,806.82

  	
   

  	
  51,862.00

  	
   

  	
  11,944.82

  	
   

  	
  6,059,704.06

  
	
  6/15/2004

  	
   

  	
  6,059,704.06

  	
   

  	
  63,806.82

  	
   

  	
  51,759.97

  	
   

  	
  12,046.85

  	
   

  	
  6,047,657.21

  
	
  7/15/2004

  	
   

  	
  6,047,657.21

  	
   

  	
  63,806.82

  	
   

  	
  51,657.07

  	
   

  	
  12,149.75

  	
   

  	
  6,035,507.46

  
	
  8/15/2004

  	
   

  	
  6,035,507.46

  	
   

  	
  63,806.82

  	
   

  	
  51,553.29

  	
   

  	
  12,253.53

  	
   

  	
  6,023,253.94

  
	
  9/15/2004

  	
   

  	
  6,023,253.94

  	
   

  	
  63,806.82

  	
   

  	
  51,448.63

  	
   

  	
  12,358.19

  	
   

  	
  6,010,895.74

  
	
  10/15/2004

  	
   

  	
  6,010,895.74

  	
   

  	
  63,806.82

  	
   

  	
  51,343.07

  	
   

  	
  12,463.75

  	
   

  	
  5,998,431.99

  
	
  11/15/2004

  	
   

  	
  5,998,431.99

  	
   

  	
  63,806.82

  	
   

  	
  51,236.61

  	
   

  	
  12,570.21

  	
   

  	
  5,985,861.78

  
	
  12/15/2004

  	
   

  	
  5,985,861.78

  	
   

  	
  63,806.82

  	
   

  	
  51,129.24

  	
   

  	
  12,677.58

  	
   

  	
  5,973,184.19

  
	
  1/15/2005

  	
   

  	
  5,973,184.19

  	
   

  	
  63,806.82

  	
   

  	
  51,020.95

  	
   

  	
  12,785.87

  	
   

  	
  5,960,398.32

  
	
  2/15/2005

  	
   

  	
  5,960,398.32

  	
   

  	
  63,806.82

  	
   

  	
  50,911.74

  	
   

  	
  12,895.08

  	
   

  	
  5,947,503.24

  
	
  3/15/2005

  	
   

  	
  5,947,503.24

  	
   

  	
  63,806.82

  	
   

  	
  50,801.59

  	
   

  	
  13,005.23

  	
   

  	
  5,934,498.01

  
	
  4/15/2005

  	
   

  	
  5,934,498.01

  	
   

  	
  63,806.82

  	
   

  	
  50,690.50

  	
   

  	
  13,116.32

  	
   

  	
  5,921,381.69

  
	
  5/15/2005

  	
   

  	
  5,921,381.69

  	
   

  	
  63,806.82

  	
   

  	
  50,578.47

  	
   

  	
  13,228.35

  	
   

  	
  5,908,153.34

  
	
  6/15/2005

  	
   

  	
  5,908,153.34

  	
   

  	
  63,806.82

  	
   

  	
  50,465.48

  	
   

  	
  13,341.34

  	
   

  	
  5,894,812.00

  
	
  7/15/2005

  	
   

  	
  5,894,812.00

  	
   

  	
  63,806.82

  	
   

  	
  50,351.52

  	
   

  	
  13,455.30

  	
   

  	
  5,881,356.69

  



 











 


	
  8/15/2005

  	
   

  	
  5,881,356.69

  	
   

  	
  63,806.82

  	
   

  	
  50,236.59

  	
   

  	
  13,570.23

  	
   

  	
  5,867,786.46

  
	
  9/15/2005

  	
   

  	
  5,867,786.46

  	
   

  	
  63,806.82

  	
   

  	
  50,120.68

  	
   

  	
  13,686.14

  	
   

  	
  5,854,100.32

  
	
  10/15/2005

  	
   

  	
  5,854,100.32

  	
   

  	
  63,806.82

  	
   

  	
  50,003.77

  	
   

  	
  13,803.05

  	
   

  	
  5,840,297.27

  
	
  11/15/2005

  	
   

  	
  5,840,297.27

  	
   

  	
  63,806.82

  	
   

  	
  49,885.87

  	
   

  	
  13,920.95

  	
   

  	
  5,826,376.32

  
	
  12/15/2005

  	
   

  	
  5,826,376.32

  	
   

  	
  63,806.82

  	
   

  	
  49,766.96

  	
   

  	
  14,039.86

  	
   

  	
  5,812,336.47

  
	
  1/15/2006

  	
   

  	
  5,812,336.47

  	
   

  	
  63,806.82

  	
   

  	
  49,647.04

  	
   

  	
  14,159.78

  	
   

  	
  5,798,176.69

  
	
  2/15/2006

  	
   

  	
  5,798,176.69

  	
   

  	
  63,806.82

  	
   

  	
  49,526.09

  	
   

  	
  14,280.73

  	
   

  	
  5,783,895.96

  
	
  3/15/2006

  	
   

  	
  5,783,895.96

  	
   

  	
  63,806.82

  	
   

  	
  49,404.11

  	
   

  	
  14,402.71

  	
   

  	
  5,769,493.25

  
	
  4/15/2006

  	
   

  	
  5,769,493.25

  	
   

  	
  63,806.82

  	
   

  	
  49,281.09

  	
   

  	
  14,525.73

  	
   

  	
  5,754,967.52

  
	
  5/15/2006

  	
   

  	
  5,754,967.52

  	
   

  	
  63,806.82

  	
   

  	
  49,157.01

  	
   

  	
  14,649.81

  	
   

  	
  5,740,317.72

  
	
  6/15/2006

  	
   

  	
  5,740,317.72

  	
   

  	
  63,806.82

  	
   

  	
  49,031.88

  	
   

  	
  14,774.94

  	
   

  	
  5,725,542.78

  
	
  7/15/2006

  	
   

  	
  5,725,542.78

  	
   

  	
  63,806.82

  	
   

  	
  48,905.68

  	
   

  	
  14,901.14

  	
   

  	
  5,710,641.63

  



 















Steamboat Price Calculation


 


	
  Asset Price

  	
   

  
	
  Date

  	
   

  	
  Asset Price (1)

  	
   

  	
  EBITDA

  	
   

  	
  07 EBITDA %

  	
   

  	
  Capex

  	
   

  	
  UCF

  	
   

  	
  Income

  Accretion Rate

  	
   

  	
  Income

  Accretion

  	
   

  
	
  10/29/2006

  	
   

  	
  $

  	
  265,000

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11/5/2006

  	
   

  	
  266,017

  	
   

  	
  (488

  	
  )

  	
  (1.8

  	
  %)

  	
  (70

  	
  )

  	
  (558

  	
  )

  	
  9.0

  	
  %

  	
  $

  	
  459

  	
   

  
	
  11/12/2006

  	
   

  	
  267,013

  	
   

  	
  (436

  	
  )

  	
  (1.6

  	
  %)

  	
  (100

  	
  )

  	
  (536

  	
  )

  	
  9.0

  	
  %

  	
  460

  	
   

  
	
  11/19/2006

  	
   

  	
  268,135

  	
   

  	
  (560

  	
  )

  	
  (2.0

  	
  %)

  	
  (100

  	
  )

  	
  (660

  	
  )

  	
  9.0

  	
  %

  	
  462

  	
   

  
	
  11/26/2006

  	
   

  	
  269,135

  	
   

  	
  (436

  	
  )

  	
  (1.6

  	
  %)

  	
  (100

  	
  )

  	
  (536

  	
  )

  	
  9.0

  	
  %

  	
  464

  	
   

  
	
  12/3/2006

  	
   

  	
  269,986

  	
   

  	
  (285

  	
  )

  	
  (1.0

  	
  %)

  	
  (100

  	
  )

  	
  (385

  	
  )

  	
  9.0

  	
  %

  	
  466

  	
   

  
	
  12/10/2006

  	
   

  	
  270,889

  	
   

  	
  (311

  	
  )

  	
  (1.1

  	
  %)

  	
  (125

  	
  )

  	
  (436

  	
  )

  	
  9.0

  	
  %

  	
  467

  	
   

  
	
  12/17/2006

  	
   

  	
  270,937

  	
   

  	
  546

  	
   

  	
  2.0

  	
  %

  	
  (125

  	
  )

  	
  421

  	
   

  	
  9.0

  	
  %

  	
  469

  	
   

  
	
  12/24/2006

  	
   

  	
  269,195

  	
   

  	
  2,336

  	
   

  	
  8.5

  	
  %

  	
  (125

  	
  )

  	
  2,211

  	
   

  	
  9.0

  	
  %

  	
  469

  	
   

  
	
  12/31/2006

  	
   

  	
  265,912

  	
   

  	
  3,874

  	
   

  	
  14.2

  	
  %

  	
  (125

  	
  )

  	
  3,749

  	
   

  	
  9.0

  	
  %

  	
  466

  	
   

  
	
  1/7/2007

  	
   

  	
  264,081

  	
   

  	
  2,341

  	
   

  	
  8.6

  	
  %

  	
  (50

  	
  )

  	
  2,291

  	
   

  	
  9.0

  	
  %

  	
  460

  	
   

  
	
  1/14/2007

  	
   

  	
  262,616

  	
   

  	
  1,972

  	
   

  	
  7.2

  	
  %

  	
  (50

  	
  )

  	
  1,922

  	
   

  	
  9.0

  	
  %

  	
  457

  	
   

  
	
  1/21/2007

  	
   

  	
  261,362

  	
   

  	
  1,759

  	
   

  	
  6.4

  	
  %

  	
  (50

  	
  )

  	
  1,709

  	
   

  	
  9.0

  	
  %

  	
  455

  	
   

  
	
  1/28/2007

  	
   

  	
  260,526

  	
   

  	
  1,338

  	
   

  	
  4.9

  	
  %

  	
  (50

  	
  )

  	
  1,288

  	
   

  	
  9.0

  	
  %

  	
  452

  	
   

  
	
  2/4/2007

  	
   

  	
  259,198

  	
   

  	
  1,799

  	
   

  	
  6.6

  	
  %

  	
  (20

  	
  )

  	
  1,779

  	
   

  	
  9.0

  	
  %

  	
  451

  	
   

  
	
  2/11/2007

  	
   

  	
  257,330

  	
   

  	
  2,327

  	
   

  	
  8.5

  	
  %

  	
  (10

  	
  )

  	
  2,317

  	
   

  	
  9.0

  	
  %

  	
  449

  	
   

  
	
  2/18/2007

  	
   

  	
  254,939

  	
   

  	
  2,846

  	
   

  	
  10.4

  	
  %

  	
  (10

  	
  )

  	
  2,836

  	
   

  	
  9.0

  	
  %

  	
  445

  	
   

  
	
  2/25/2007

  	
   

  	
  252,208

  	
   

  	
  3,182

  	
   

  	
  11.6

  	
  %

  	
  (10

  	
  )

  	
  3,172

  	
   

  	
  9.0

  	
  %

  	
  441

  	
   

  
	
  3/4/2007

  	
   

  	
  250,432

  	
   

  	
  2,223

  	
   

  	
  8.1

  	
  %

  	
  (10

  	
  )

  	
  2,213

  	
   

  	
  9.0

  	
  %

  	
  $

  	
  437

  	
   

  
	
  3/11/2007

  	
   

  	
  248,483

  	
   

  	
  2,392

  	
   

  	
  8.8

  	
  %

  	
  (10

  	
  )

  	
  2,382

  	
   

  	
  9.0

  	
  %

  	
  433

  	
   

  
	
  3/18/2007

  	
   

  	
  246,204

  	
   

  	
  2,729

  	
   

  	
  10.0

  	
  %

  	
  (20

  	
  )

  	
  2,709

  	
   

  	
  9.0

  	
  %

  	
  430

  	
   

  
	
  3/25/2007

  	
   

  	
  244,129

  	
   

  	
  2,522

  	
   

  	
  9.2

  	
  %

  	
  (20

  	
  )

  	
  2,502

  	
   

  	
  9.0

  	
  %

  	
  426

  	
   

  
	
  4/1/2007

  	
   

  	
  241,835

  	
   

  	
  2,736

  	
   

  	
  10.0

  	
  %

  	
  (20

  	
  )

  	
  2,716

  	
   

  	
  9.0

  	
  %

  	
  423

  	
   

  
	
  4/8/2007

  	
   

  	
  241,362

  	
   

  	
  917

  	
   

  	
  3.4

  	
  %

  	
  (25

  	
  )

  	
  892

  	
   

  	
  9.0

  	
  %

  	
  419

  	
   

  
	
  4/15/2007

  	
   

  	
  242,044

  	
   

  	
  (240

  	
  )

  	
  (0.9

  	
  %)

  	
  (25

  	
  )

  	
  (265

  	
  )

  	
  9.0

  	
  %

  	
  418

  	
   

  
	
  4/22/2007

  	
   

  	
  242,946

  	
   

  	
  (458

  	
  )

  	
  (1.7

  	
  %)

  	
  (25

  	
  )

  	
  (483

  	
  )

  	
  9.0

  	
  %

  	
  419

  	
   

  
	
  4/29/2007

  	
   

  	
  243,889

  	
   

  	
  (497

  	
  )

  	
  (1.8

  	
  %)

  	
  (25

  	
  )

  	
  (522

  	
  )

  	
  9.0

  	
  %

  	
  420

  	
   

  
	
  5/6/2007

  	
   

  	
  244,663

  	
   

  	
  (292

  	
  )

  	
  (1.1

  	
  %)

  	
  (60

  	
  )

  	
  (352

  	
  )

  	
  9.0

  	
  %

  	
  $

  	
  422

  	
   

  
	
  5/13/2007

  	
   

  	
  245,546

  	
   

  	
  (400

  	
  )

  	
  (1.5

  	
  %)

  	
  (60

  	
  )

  	
  (460

  	
  )

  	
  9.0

  	
  %

  	
  423

  	
   

  
	
  5/20/2007

  	
   

  	
  246,362

  	
   

  	
  (331

  	
  )

  	
  (1.2

  	
  %)

  	
  (60

  	
  )

  	
  (391

  	
  )

  	
  9.0

  	
  %

  	
  425

  	
   

  
	
  5/27/2007

  	
   

  	
  247,132

  	
   

  	
  (283

  	
  )

  	
  (1.0

  	
  %)

  	
  (60

  	
  )

  	
  (343

  	
  )

  	
  9.0

  	
  %

  	
  426

  	
   

  
	
  6/3/2007

  	
   

  	
  247,839

  	
   

  	
  (220

  	
  )

  	
  (0.8

  	
  %)

  	
  (60

  	
  )

  	
  (280

  	
  )

  	
  9.0

  	
  %

  	
  428

  	
   

  
	
  6/10/2007

  	
   

  	
  248,688

  	
   

  	
  (320

  	
  )

  	
  (1.2

  	
  %)

  	
  (100

  	
  )

  	
  (420

  	
  )

  	
  9.0

  	
  %

  	
  429

  	
   

  
	
  6/17/2007

  	
   

  	
  249,499

  	
   

  	
  (280

  	
  )

  	
  (1.0

  	
  %)

  	
  (100

  	
  )

  	
  (380

  	
  )

  	
  9.0

  	
  %

  	
  430

  	
   

  
	
  6/24/2007

  	
   

  	
  250,264

  	
   

  	
  (233

  	
  )

  	
  (0.9

  	
  %)

  	
  (100

  	
  )

  	
  (333

  	
  )

  	
  9.0

  	
  %

  	
  432

  	
   

  
	
  7/1/2007

  	
   

  	
  250,998

  	
   

  	
  (201

  	
  )

  	
  (0.7

  	
  %)

  	
  (100

  	
  )

  	
  (301

  	
  )

  	
  9.0

  	
  %

  	
  433

  	
   

  
	
  7/8/2007

  	
   

  	
  251,756

  	
   

  	
  (224

  	
  )

  	
  (0.8

  	
  %)

  	
  (100

  	
  )

  	
  (324

  	
  )

  	
  9.0

  	
  %

  	
  434

  	
   

  
	
  7/15/2007

  	
   

  	
  252,524

  	
   

  	
  (232

  	
  )

  	
  (0.8

  	
  %)

  	
  (100

  	
  )

  	
  (332

  	
  )

  	
  9.0

  	
  %

  	
  436

  	
   

  
	
  7/22/2007

  	
   

  	
  253,204

  	
   

  	
  (143

  	
  )

  	
  (0.5

  	
  %)

  	
  (100

  	
  )

  	
  (243

  	
  )

  	
  9.0

  	
  %

  	
  437

  	
   

  
	
  7/29/2007

  	
   

  	
  253,756

  	
   

  	
  (14

  	
  )

  	
  (0.1

  	
  %)

  	
  (100

  	
  )

  	
  (114

  	
  )

  	
  9.0

  	
  %

  	
  438

  	
   

  
	
  8/5/2007

  	
   

  	
  254,375

  	
   

  	
  (140

  	
  )

  	
  (0.5

  	
  %)

  	
  (40

  	
  )

  	
  (180

  	
  )

  	
  9.0

  	
  %

  	
  $

  	
  439

  	
   

  
	
  8/12/2007

  	
   

  	
  254,986

  	
   

  	
  (130

  	
  )

  	
  (0.5

  	
  %)

  	
  (40

  	
  )

  	
  (170

  	
  )

  	
  9.0

  	
  %

  	
  440

  	
   

  
	
  8/19/2007

  	
   

  	
  255,677

  	
   

  	
  (210

  	
  )

  	
  (0.8

  	
  %)

  	
  (40

  	
  )

  	
  (250

  	
  )

  	
  9.0

  	
  %

  	
  441

  	
   

  
	
  8/26/2007

  	
   

  	
  256,450

  	
   

  	
  (290

  	
  )

  	
  (1.1

  	
  %)

  	
  (40

  	
  )

  	
  (330

  	
  )

  	
  9.0

  	
  %

  	
  443

  	
   

  
	
  9/2/2007

  	
   

  	
  257,193

  	
   

  	
  (260

  	
  )

  	
  (1.0

  	
  %)

  	
  (40

  	
  )

  	
  (300

  	
  )

  	
  9.0

  	
  %

  	
  444

  	
   

  
	
  9/9/2007

  	
   

  	
  257,929

  	
   

  	
  (190

  	
  )

  	
  (0.7

  	
  %)

  	
  (100

  	
  )

  	
  (290

  	
  )

  	
  9.0

  	
  %

  	
  445

  	
   

  
	
  9/16/2007

  	
   

  	
  258,805

  	
   

  	
  (330

  	
  )

  	
  (1.2

  	
  %)

  	
  (100

  	
  )

  	
  (430

  	
  )

  	
  9.0

  	
  %

  	
  446

  	
   

  
	
  9/23/2007

  	
   

  	
  259,563

  	
   

  	
  (210

  	
  )

  	
  (0.8

  	
  %)

  	
  (100

  	
  )

  	
  (310

  	
  )

  	
  9.0

  	
  %

  	
  448

  	
   

  
	
  9/30/2007

  	
   

  	
  260,532

  	
   

  	
  (420

  	
  )

  	
  (1.5

  	
  %)

  	
  (100

  	
  )

  	
  (520

  	
  )

  	
  9.0

  	
  %

  	
  449

  	
   

  
	
  10/7/2007

  	
   

  	
  261,548

  	
   

  	
  (440

  	
  )

  	
  (1.6

  	
  %)

  	
  (125

  	
  )

  	
  (565

  	
  )

  	
  9.0

  	
  %

  	
  451

  	
   

  
	
  10/14/2007

  	
   

  	
  262,266

  	
   

  	
  (140

  	
  )

  	
  (0.5

  	
  %)

  	
  (125

  	
  )

  	
  (265

  	
  )

  	
  9.0

  	
  %

  	
  453

  	
   

  
	
  10/21/2007

  	
   

  	
  263,495

  	
   

  	
  (650

  	
  )

  	
  (2.4

  	
  %)

  	
  (125

  	
  )

  	
  (775

  	
  )

  	
  9.0

  	
  %

  	
  454

  	
   

  
	
  10/28/2007

  	
   

  	
  264,286

  	
   

  	
  (210

  	
  )

  	
  (0.8

  	
  %)

  	
  (125

  	
  )

  	
  (335

  	
  )

  	
  9.0

  	
  %

  	
  456

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12 Months

  	
   

  	
   

  	
   

  	
  27,335

  	
   

  	
  100.0

  	
  %

  	
  (3,600

  	
  )

  	
  23,735

  	
   

  	
  9.0

  	
  %

  	
  $

  	
  21,175

  	
   

  
																		







(1)   Start value — UCF + income
accretion.